Thermax Annual Report 2011 12 | Solar Energy | Financial Statement

About the cover
Tough times call for the resilience of the long distance runner. It is not easy when the weather changes for the worse, the terrain turns hostile and doubts wear down the sinews of resolve. Those who stay on track for the long haul evoke the power of patience to combat fear, remember how they successfully negotiated similar stretches in the past, and push beyond fatigue to find new reserves of energy.

st 31Annual

Report 2011-2012

Thermax Limited

CONTENTS
Chairperson's Message Letter from the Managing Director Directors' Report Management Discussion and Analysis Corporate Governance Report CSR Report Auditors' Report Stand-alone Financial Statements Consolidated Financial Statements Summarised Financial Statement of Subsidiaries Financials at a Glance

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Acquired Rifox. 407 crore.HIGHLIGHTS Posted improved results with a total income of Rs. The plant will produce performance chemicals and new paper chemicals.' 2 . Gujarat. and a profit after tax of Rs. Installed a solar based air conditioning project. 1143 crore – first time the 1000 crore mark in exports is passed. a technology demonstration project at MNRE's National Solar Research Centre. The acquisition is a strategic fit for the company's steam engineering business and will support its business in international markets. Thermax won the CNBC TV-18 India award for the 'most promising entrant to the big league. a German company specialising in steam efficiency products. Earned an export revenue of Rs. Commissioned a new manufacturing plant for Chemicals at Jhagadia. Successfully completed its biggest ever air pollution control project for a cement plant in Egypt. 5375 crore.

Ltd. R. Thermax do Brasil Energia eEquipamentos Ltda. Vittalrao Nagar Madhapur. Brazil Thermax Hong Kong Limited. A. Chartered Accountants 706/707. Pune 411019 Ph. Plot No. New Marine Lines Mumbai 400020 REGISTRAR & SHARE TRANSFER AGENT Karvy Computershare Pvt.C. Sharda Chambers.com REGISTERED OFFICE D-13. Ramachandran R. Mashelkar Dr. Ltd.H. Khare & Co. R. D. Valentin A. Chinchwad.. 17 to 24. Germany JOINT VENTURES Thermax SPX Energy Technologies Limited Thermax Babcock & Wilcox Energy Solutions Private Limited WEBSITE www. Hyderabad 500 081 Ph: 040-23420818/ 28 Fax: 040-23420814 3 .. Hong Kong Thermax (Zhejiang) Cooling & Heating Engineering Co. Germany Ejendomsanpartsselskabet Industrivej Nord 13. Mauritius Thermax Europe Limited. S.: 020-66122100/ 27475941 Fax. S. Denmark Danstoker (UK) Ltd. Mumbai-Pune Road. von Massow Nawshir Mirza Tapan Mitra Pheroz Pudumjee Dr. Pune 411003 Ph. Aga Road. V Ramani .K. USA.D. M. UK. Thermax Inc.: 020-27472049 CORPORATE OFFICE Thermax House 14. Denmark Omnical Kessel. Jairam Varadaraj Executive Council Ravinder Advani Sharad Gangal Pravin Karve Gopal Mahadevan Hemant Mohgaonkar Rajan Nair S. Unnikrishnan Officers of the Company Gopal Mahadevan Executive Vice President & CFO Devang Trivedi Deputy Company Secretary WHOLLY OWNED SUBSIDIARIES DOMESTIC Thermax Sustainable Energy Solutions Limited Thermax Engineering Construction Company Limited Thermax lnstrumentation Limited Thermax Onsite Energy Solutions Limited OVERSEAS Thermax International Limited. R. Raghunath.st 31Annual Report 2011-2012 Thermax Limited OUR ViSION Board of Directors Meher Pudumjee Chairperson M. Thermax Denmark ApS Danstoker A/ S. State Bank of India HSBC AUDITORS B. Industrial Area. V .A. Unnikrishnan Managing Director { To be a globally respected high performance organisation offering sustainable solutions in energy and environment { Anu Aga Dr.thermaxindia.: 020-66051200/ 25542122 Fax.. Dr.und Apparatebau GmbH. China Thermax Netherlands B. Corporation Bank ICICI Bank Ltd.I. Rifox-Hans Richter GmbH. Wakdewadi.: 020-25541226 BANKERS Union Bank of India Bank of Baroda Canara Bank Citibank N. Sonde M.

ENERGY .ENVIRONMENT OFFERINGS Hazardous waste treatment Wastewater treatment Air pollution control Waste products Raw material Desired products Utilities Power Heating Cooling Water Chemicals 4 .

thermal oil heaters & hot water generators suitable for solid/ oil/ gaseous fuel • Engine exhaust waste heat recovery boilers • Renewable energy based (biomass. solar) • Power plant management services Water and wastewater • Wastewater & effluent water treatment systems • Water recycling • Waste management 5 . waste heat.st 31Annual Report 2011-2012 Thermax Limited OUR CORE BUSINESS Boiler & Heater Cooling & Heating Power Generation Chemicals & Water Air Pollution Control Renewable Energy Boiler & Heater • Packaged boilers • Large capacity power boilers • Thermal oil / water heaters • Energy recovery systems Cooling • Exhaust & multienergy fired chillers • Solid fuel based • Steam fired chillers • Gas based combined cycle • Hot water fired chillers • Waste heat recovery based • Direct fired chillers Turnkey power plants Chemicals • Ion exchange resins • Cooling water chemicals • Fireside chemicals • Polyelectrolyte Enviro • ESP & bag filters • Scrubbers • Air purification • Retrofit & revamp Solar • Heating • Cooling (Combining solar and thermal energy for client applications) Heating • Steam boilers for power generation (upto 30 TPH) • Packaged boilers.

RELIABLE SUPPORT FOR INDUSTRY Our business-to-business solutions help a broad range of industries to be energy efficient and eco-friendly: Oil & Gas Steel Automobile Food Cement Chemicals Refineries & Petrochemicals Power Generation Textile Hotels & Commercial complexes Pharma Paper & Pulp Tank Farm heating Space heating EPC Majors & Consultants Distilleries Sugar Paint Rubber Edible oil Municipalities 6 .

Pheroz Pudumjee.st 31Annual Report 2011-2012 Thermax Limited Board of Directors (Left to right) M. Dr. Valentin von Massow. Unnikrishnan. Dr. Nawshir Mirza 7 . Raghunath Mashelkar. Meher Pudumjee. Anu Aga. Jairam Varadaraj. Tapan Mitra. S. Dr.

It is my privilege to present the 31st Annual Report of your company. I would like to share with you the fact that we are gearing up for a challenging year ahead. Mr. The economic situation could get worse in Europe and the US recovery is not too encouraging. which contributes around 2/3 rd of our income. I am grateful to our Directors who. which contributes about 20 – 25% of our company's turnover in recent years. In fiscal 2011-12.Unnikrishnan and his 8 .S.7%. Though we marginally improved our performance. and all our employees who have worked very hard to protect our top and bottom lines. The power sector. we have been witnessing an alarming slowdown in industry as reflected in a weakening IIP growth for the year.6% in 2011 to below 6. The Government's exclusive focus on tightening monetary policy as expressed by a series of interest rate hikes throughout the year. It has been a tough year for the manufacturing sector and especially challenging for capital goods industry players like Thermax. as always. land acquisition. is languishing as there is a near freeze in order booking and slowdown in execution. As policy initiatives continue to flounder. 407 crore. Our order carry forward into the new year stands 25% lower than the previous year. environmental issues. higher respectively by 9% and 6% over the last year. have been a source of guidance and incredible support. Uncertain Dear Shareholder. the gains have been modest. I would like to take this opportunity to thank our Managing Director and CEO. M. have resulted in a decline of the country's economic growth from 8. Thermax generated a total income of Rs 5375 crore and a profit after tax of Rs. It is unfortunate that we missed the opportunity to reap significant gains for our country even as we were comparatively insulated from the global slowdown. It will be a difficult year ahead as for the project business. we need a good order backlog from the previous year if we have to show a healthy growth in revenues.CHAIRPERSON’S MESSAGE team for maintaining the company's performance in a volatile environment. We have failed to make policy and structural reforms over the past two years to propel India towards its growth targets. defunct state electricity boards and so on. The Eurozone chaos and a crisis of confidence in the domestic economy have already pushed us into a slowdown phase. complete policy paralysis vis-a-vis coal supply.

your company shares with other capital goods organisations the paradox of the difficulty of preventing talent migration in an environment of reduced opportunities. making it three schools in the city of Pune. However. Though it may be a while before we receive an order. We are hopeful this will continue. many more customers have installed your company's products that work on solar thermal energy for their heating and cooling applications. retrofits and revamps and reliable project management expertise. in spite of the volatile business condition prevailing in Europe. there can be no option for any government but to revive our growth engine. The economic slowdown is having an impact on the creation of new jobs for aspiring candidates. When the aspirations of a predominantly young population have been kindled. improving on its previous year's growth. The rural electrification project at Shive village that Thermax began with the support of the Department of Science and Technology. continued to perform well. In the coming year we will adopt one more school. The manufacturing plant that the joint venture Thermax Babcock & Wilcox Energy Solutions is setting up will be ready during this financial year. But before we blame it all on Europe and the external markets. Your company is optimistic that. With best wishes Meher Pudumjee 9 . We will continue to make these products more economically viable and expand our green energy offerings to help client businesses reduce their carbon footprint. has been made operational. a German company that specialises in steam efficiency products will reinforce the company's presence in the clean energy space in Europe and other markets. The company will also maintain its focus on select international markets with its services and solutions that promote efficient and eco-friendly energy. The schools that the Thermax Social Initiative Foundation manage in partnership with Akanksha continue to do well. helping children with all round development. To do this. Let me conclude by thanking all our shareholders. the ever widening supply-demand gap in the power sector has to be addressed as 400 million Indians still wait for reliable power. Today. The recent acquisition of Rifox. which over time. There are non-infrastructure sectors like food. in the near future. pharmaceuticals and chemicals that have so far been insulated from the economic slowdown and your company's product divisions have been able to gain from improved business. both on and off grid. business partners and well wishers once again. We are confident that the additional resources can be utilised to expand our work in the field of education for the economically underprivileged. it would make eminent sense to see that there is a lot that can be done within India. The power sector. This technology demonstration project had been undertaken on a public private partnership basis. seems to be busy with recruitments on a business-asusual basis. Last year. the Danish company that Thermax acquired earlier. will help compensate for the cyclical vagaries of the project business. we are confident that the power sector and therefore the JV will do well over time. its businesses will be able to contribute significantly to the creation of additional capacity in power.st 31Annual Report 2011-2012 Thermax Limited times are ahead. I am delighted to share with you that our Board has agreed to increase the allocation for CSR activities from the erstwhile 1% to 3% of the company's profit after tax. we are confident of staying on course even during these trying times. This acquisition will also extend the reach of your company's service arm. We will continue to recruit a fair number of engineer trainees as we do each year. although operating at a stalled momentum. With your support. your company was able to make further progress on the renewable energy front with applications that harnessed solar and hybrid forms of energy. I am happy to share with you that Danstoker.

it is a matter 10 . Besides South East Asia and West Asia. This experience of successfully completing a project that meets European standards of engineering. our company continued to innovate with unique energy saving applications for our Dear Shareholder. setting an internal benchmark for flawless project management in overseas markets. the capital goods sector has been the worst hit and it virtually came to a standstill for most of the second half of last year. this will strengthen our steam engineering products in markets where we already have a presence. As a Group. Operating in such a context. a niche steam products manufacturer of Germany is another strategic move to expand our footprint in global markets. We also completed our largest air pollution control project for a cement plant in Egypt. In the international markets. we have been able to contain costs and improve efficiency to retain our profitability. The economic slowdown has been caused by two disturbing developments – a crisis of confidence at the national level which is entirely an indigenous and avoidable creation. apart from providing our existing products access to the advanced European market. our company's continued focus on select international markets has been yielding dividends. On the export front. which is a first in the history of the company. Owing to the committed effort of Team Thermax. Last year. 1000 crore mark. Anxiety and gloom have suddenly replaced the national mood of optimism in recent years. we have advanced in terms of engineering sophistication and project management skills. Our company's recent acquisition of Rifox. we commissioned a major heat recovery steam generator in the Netherlands for oil field operations. In the domestic market. We are confident. manufacturing and performance is certain to enhance our credentials for similar projects in the future. this year we have been able to bring in improved business from the African continent. we have surpassed the Rs.LETTER FROM THE MANAGING DIRECTOR of satisfaction that we could achieve an overall improvement in both revenue and profits. we continue to be a billion dollar company even though the rupee has declined by nearly 20%. and the European economic distress. In today's challenging environment. I am happy to share with you that we have been able to maintain our performance in spite of the prevailing uncertainties of the economy. Apart from the performance in domestic markets.

manufactured and commissioned a unique boiler combusting waste gases from coke ovens as well as blast furnace. However. This should open up growth avenues in the fast growing urban water treatment market. were successfully commericalised during the year. was one such product. These vans. With a reduced order backlog and a retarding global economy. with your goodwill and with the continuing support of all our stakeholders. We have also entered the municipal water treatment segment with a differentiated technology. We are recognised as a survivor of slowdown cycles. We are also witnessing encouraging growth in the business of managing the performance and operations of water and wastewater installations. and by finding newer applications for our products and newer markets outside India.st 31Annual Report 2011-2012 Thermax Limited customers. The overall sentiment in the market place. a reversal of the trend in project finalisation will be visible only in the medium term. the year ahead will be challenging. will help our channel partners reach out to small and medium scale customers in different parts of the country. The recently acquired Lambion grate technology has been fully indigenised and offered for heating applications that use biomass as fuel. as a technology demonstration project. M S Unnikrishnan 11 . better sourcing. We are confident of navigating Thermax as a stable and growing global organisation. At the Pune factory productivity has improved by almost 15% and we are working on line balancing at the plant in Savli. We have supplemented waste reduction initiatives with a substantial improvement in productivity in all our manufacturing units in India. the projects and EPC portfolios of the company will face a decline in the short term. We certainly expect an improvement in performance for the standard range of our products and service portfolio. especially wasteful expenses. we have shown remarkable resilience in coping with difficult times. This segment has also generated additional revenue streams through revamp and retrofit assignments. Our performance for the current year will largely depend on concluding orders in the small and medium range that can be executed. Vadodara which is expected to yield additional capacity as well as productivity. relevant for the wider community. With warm regards. is not pointing towards stability and a definite growth trajectory. Our focused effort in growing the revenue side of the business portfolio has brought us good returns during the year. equipped with diagnostic tools and essential spares. last year. Even if concerted efforts are initiated by the world's leadership. We have designed. We are constantly innovating and enhancing our competitiveness – by reducing costs. 12 crore in fuel bill for the customer. international as well as domestic. In order to enhance service efficacy. we introduced mobile service and training units. for the Ministry of New and Renewable Energy at its National Solar Research Centre in Gurgaon. we have also successfully created India's first ever triple effect absorption chiller technology. our company has come up with a compact hot water fired chiller that fits into the basements of buildings. As a company. This time too. Our power plant O&M has crossed the 1000 MW mark in the current year. we are sure to emerge stronger. We passed another milestone in our efforts to harness solar energy for thermal applications: we successfully commissioned a solar based air conditioning system. a mining company in Western India. As part of this project. The boiler saves Rs. The high efficiency chiller-heater providing chilled and hot water simultaneously with substantial energy savings for customers. Some of the innovative products developed earlier. Taking into account the space constraints faced by commercial establishments in cities.

(381) 2006-07 (158) 2007-08 (155) 1500 1000 500 2006-07 2007-08 17 2008-09 351 589 4500 4000 3500 3000 2009-10 2010-11 2011-12 2500 2000 2765 2435 Order Balance 5381 5605 Net Current Assents 5500 5000 4230 2897 2008-09 2009-10 2010-11 2011-12 12 . Crore 700 600 500 400 300 200 100 0 -100 -200 -300 -400 Note: The figures for FY 2010-11 and FY 2011-12 are calculated based on revised Sch.Rs Crore 5500 5000 4500 4000 3500 Sales (excluding excise) 5244 4788 Rs Crore 450 400 Proft After Tax (PAT) 382 407 350 300 250 281 287 3000 2500 3157 3211 3088 200 188 150 2000 1500 1000 500 2137 100 50 0 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2006-07 2007-08 2008-09 141 2009-10 2010-11 2011-12 Rs Crore 1825 1725 1625 1525 1425 1325 1225 1125 1025 925 825 725 625 525 425 325 2006-07 579 Return on Capital Employed 59% 1768 43% 44% 34% 1340 35% 30% 25% 1051 962 20% 15% 736 10% 5% 0% -5% 2007-08 2008-09 Capital Employed 2009-10 2010-11 ROCE 2011-12 60% 55% 50% 50% 45% 40% 37% Rs Crore 6000 Rs. VI classification.

39 24.51 15 16.st 31Annual Report 2011-2012 Thermax Limited International Business (Themax Group) Rs Crore 1700 1550 1400 Rs Crore 1000 900 Cash & Cash Equivalents 916 800 1574 800 700 1250 772 627 564 464 1250 1100 950 600 500 959 800 650 500 350 200 0 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 400 715 720 300 200 100 0 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 441 Rs 40 Earnings Per Share before extraordinary items 34.09 30 20 23.00 21.15 Rs Crore 500 450 400 350 300 250 200 150 100 500 -0 -50 -10 -150 -200 2006-07 2007-08 (32) 201 Free Cash Flow 452 35 32.22 10 2008-09 2008-09 (90) 2009-10 2010-11 2010-11 (164) 2011-12 2011-12 (145) 5 0 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 13 .

46 618. depreciation.18 107.54 1230.42 605.24 17. together with the audited accounts of your company for the year ended March 31. Your Directors have pleasure in presenting the Thirty-first Annual Report.53 42.DIRECTORS’ REPORT Dear Shareholder.50 600.49 654. 2012.86 823.41 13.04 406.21 45.54 14 .40 83.00 1091.55 2010-11 4935. tax and extraordinary items Finance cost& depreciation Profit before tax & before extraordinary items Provision for taxation (incl.00 823.90 194.28 382.40 40. deferred tax) Profit after tax & extraordinary items Balance carried forward from last year Profit available for appropriation (cumulative) Proposed equity dividend Tax on dividend Transfer to general reserve Surplus carried forward (Rupees in crore) 2011-12 5374.70 190.76 988.51 572. Financial Results Total income Profit before finance cost.40 53.

9% to Rs. The company maintained the EBITDA margins at 11% even though the year witnessed increase in input costs. is expected to face a challenging year ahead. a growth of 8.9 crore last year.9% over last year's revenue of Rs. Thermax Instrumentation Ltd.39 crore.6 crore.5 crore (Rs. 4935. Ltd. Profit after tax. The acquisition which is effective from April 1. In addition. Income from international business including deemed exports was up 25. The consolidated total income of the Thermax Group was Rs. 33. 5605 crore in the previous year.6 crore.15 from Rs. a leading German steam traps and allied steam accessories manufacturer which was the subsidiary of Virgo Valves & Controls Ltd. The profit after tax on a consolidated basis is lower than the stand alone results owing to the losses incurred by the subsidiaries namely. previous year). previous year) recording a 14..8%. Thermax (Zhejiang) Cooling & Heating Engineering Co. 5374. Profit after tax and extraordinary items was at Rs. A detailed review of performance and future prospects of the company’s business and its subsidiaries is included in the section 'Management Discussion and Analysis'.2%. an increase of 7. 5393. TIL.9 crore compared to Rs. Profit before tax at Rs. (TIL). 32. Thermax's Energy business comprising Boiler & Heater. exports. 4032 crore against Rs. including deemed exports were higher at Rs. extraordinary items and minority interest was Rs.03 after extraordinary item.5% increase. affecting order booking and resulting in lower order backlog.2% of total revenue as compared to Rs. Virgo’s steam division has also been acquired by your company for an aggregate consideration of Rs.2 crore (Rs. Cooling and Heating contributed 78. The company’s management continues to work on building operational efficiency and controlling costs on a sustainable basis at divisional and overall company levels.4 crore. 1142.7 crore from Rs. Thermax Babcock & Wilcox Energy Solutions Pvt. 403. 600. 32.5 crore. Ltd. 596.09 in 2010-11. The audited consolidated financial statements presented by the company include the financial results of all subsidiary companies. Order booking for the year was Rs. which undertakes erection and commissioning work for the Power division of the company. a statement of summarised financials of all the subsidiaries is included. 2012. 1250. Earnings Per Share (EPS) rose to Rs. TBWES is yet to be operational.9 crore was 11. 5318 crore last year.2 crore from Rs. (TZL) and the company's share of losses in the recent joint venture subsidiaries. previous year). (TBWES) and Thermax SPX Energy Technologies Ltd. Your company completed the year with an order backlog of Rs.st 31Annual Report 2011-2012 Thermax Limited ANNUAL PERFORMANCE Your company has registered record total revenue of Rs. 13. 6174. Water and Wastewater Solutions accounted for the remaining 21. Various policy and economic factors were responsible for significantly reducing fresh investments and order finalisations in the power sector. particularly in the second half of the financial year. the share of Energy and Environment businesses was 80% and 20% respectively. During the year.5 crore for the year. Consequently. 382. TZL improved its business operations and reduced operating losses. 572. Last year. EPS also increased to Rs. 4230 crore as against Rs. 406. offers 15 . 34. 2011-12 had been a challenging year for the capital goods sector. 573. The order inflows were lower compared to the previous year as the economy witnessed a slowing down of growth. Chemicals. prepared in accordance with Accounting Standard 21 issued by The Institute of Chartered Accountants of India. 1574.86 (Rs. 1065.4 crore in the previous year. STRATEGIC ACQUISITION Your company acquired Rifox-Hans Richter GmbH.3 crore.7 crore in the previous year which was 11. The Group registered a profit before tax of Rs.2% of the total revenue while the Environment business comprising Air Pollution Control. Power.6%. India.

2011). including dividend distribution tax of Rs. the Ministry of Corporate Affairs. has permitted companies not to attach copies of the Balance Sheets and Profit and Loss Accounts. annual accounts of the subsidiary companies and the related detailed information are available at any time to shareholders of the parent company and subsidiary companies and to statutory authorities. The company has acted accordingly. will entail a payout of Rs. 7/(350%) per equity share of face value Rs. 1956. MANAGEMENT DISCUSSION AND ANALYSIS A Management Discussion and Analysis report.5 crore. these documents will be made available for inspection at the company's corporate office. Directors' Reports. 2/ 2011 dated February 8. Government of India. By a general circular (No. highlighting the performance and prospects of the company's energy and environment segments including 16 .SUBSIDIARIES Thermax acquired Rifox. if approved by the shareholders. The dividend. a leading German manufacturer of traps and allied steam accessories. The acquisition would enable your company’s Cooling and Heating service business to extend its portfolio in Europe. Auditors' Reports and other documents of all their subsidiaries. 2/-. a strategic fit for the company’s steam engineering business.9 crore. DIVIDEND The Directors have recommended a dividend of Rs. The acquisition offers a strategic fit for the company's steam engineering business and will support its initiatives to improve the efficiency of client's processes. under Section 212(8) of the Companies Act. to the Accounts of the Company. 13. On request. However. 96.Hans Richter GmbH. South East Asia and the Middle East.

6 crore in Thermax (Zhejiang) Cooling & Heating Engineering Co. A certificate from the statutory auditors of the company regarding compliance with the conditions of corporate governance as required under Clause 49 of the Listing Agreement is part of this report.. 117 crore in the previous year owing to lower customer advance balances and higher receivables in absolute terms.5 crore.4 crore). The net cash flows from operations. the management of the company has amicably signed the following wage settlement agreements: 1) Memorandum of settlement with Thermax Kamagar Sangathan (representing workmen at Chinchwad works) which will remain in force for a period of three years commencing from May 1. 174. 2010. 2010. is attached. 53. It has not accepted any fixed deposits during the year. 1956. was Rs.9 crore in the previous year. LAA+ for longterm and A1+ for short term banking facilities. 105. Ltd. the company infused equity of Rs. 17 . The company made net investments of Rs. 4 crore in Thermax Sustainable Energy Solutions Ltd.National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). after factoring the above. 25. FINANCE. in letter and spirit. was positive at Rs. The net cash outflow.9 crore in the current year as against Rs. 9. A detailed Corporate Governance Report is included in this report. 2012 the company’s cash and cash equivalents including current investments stood at Rs. WAGE AGREEMENT During the year. LISTING ON STOCK EXCHANGES The company's equity shares are listed on two stock exchanges . negative Rs. The long term rating carries a ‘Stable’ outlook. The company’s net working capital. Public Deposits The company had no unpaid / unclaimed deposit(s) as on March 31. 2012. ICRA Ltd. ACCOUNTS AND SYSTEMS As on March 31. The company’s management continues to monitor closely and control the working capital. USA.8 crore in fixed assets and Rs. before investments in fixed assets and subsidiaries was Rs.5 crore (previous year Rs. The process of building internal controls as well as the automation of work flow was continued during the year. and Rs. 74 crore as equity in Thermax Babcock Wilcox Energy Solutions Private Limited . has reaffirmed its rating. 2) Memorandum of settlement with Bhartiya Kamgar Karmachari Mahasangh (representing workmen at Paudh works) which will remain in force for a period of three years commencing from July 1. 771. during the year. The company’s financial statements have been prepared according to the revised Schedule VI of the Companies Act.the Joint Venture with Babcock & Wilcox India Holdings Inc. adjusted for bank fixed deposits. Besides. 10.st 31Annual Report 2011-2012 Thermax Limited details of subsidiaries catering to the respective businesses. 2012 (3920 previous year). CORPORATE GOVERNANCE It has been the endeavour of your company to follow and implement the best practices in corporate governance. 34 crore as against a EMPLOYEE STRENGTH The total number of permanent employees on the rolls of the company was 4016 as on March 31.

Dr. during working hours up to the date of the Annual General Meeting. In the preparation of the financial statements the generally accepted accounting principles (GAAP) of India and applicable accounting standards issued by The Institute of Chartered Accountants of India have been followed. In terms of the provisions of Section 217(2A) of the Act. 2012 and the Balance Sheet as at that date (“financial statements”). is annexed and forms part of this Report. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the company for that period. confirm that: 1. Any shareholder interested in obtaining such particulars may write to the Dy. Appropriate accounting policies have been selected and are being applied consistently. offer themselves for reappointment as directors. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. COMPANY SECRETARY Devang Trivedi was appointed Compliance Officer in terms of the Listing Agreement and also 18 . the Annual Report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. read with the rules framed thereunder as amended. 1956. M. Deputy Company Secretary as per the provisions of Section 383A of the Companies Act. its inherent limitations should be recognised. To ensure this. S. 1956 A statement of the particulars required under Section 217(1) of the Companies Act. to the best of their knowledge and belief and according to the information and explanations obtained by them with respect to the statement of Profit & Loss for the financial year ended March 31. 3. von Massow and Dr. for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Unnikrishnan has been reappointed as the Managing Director and Chief Executive Officer of the company for a period of five years commencing from July 1. 1956. 1988. the company has established internal control systems. The statement is also available for inspection at the corporate office. 1956 (the Act). His reappointment requires approval of the shareholders at the ensuing Annual General Meeting. His appointment was necessitated by the resignation of Sunil Lalai as the Company Secretary and Compliance Officer. Valentin A. Significant accounting policies and other required disclosures have been made in Notes to the Financial Statements. These systems are DIRECTORS In accordance with the provisions of the Companies Act. DIRECTORS’ RESPONSIBILITY STATEMENT In terms of Section 217(2AA) of the Companies Act. In weighing the assurance provided by any such system. The financial statements have been prepared on a going concern basis. read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules. 1956. Mashelkar retire by rotation at the ensuing Annual General Meeting and being eligible. Raghunath A. 2012. consistent with its size and nature of operations. 2. 1956 and the company's Articles of Association.st 31Annual Report 2011-2012 Thermax Limited PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT. your Directors. the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1)(b) (IV) of the Act.H. Company Secretary at the corporate office of the company.

st 31Annual

Report 2011-2012

Thermax Limited

reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The company has an Internal Audit department, which coordinates the internal audit process. The Audit Committee of the Board meets at periodic intervals to review the internal audit function. 4. The financial statements have been audited by M/s. B. K. Khare & Co., the statutory auditors and their report is appended thereto.

Accordingly, the Board of Directors at its meeting held on May 11, 2012 approved appointment of M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors of the company for the financial year 2012-13 subject to the approval of the Central Government.

AWARDS AND RECOGNITION
Your company has received the following awards and recognition during the year:

COMMITTEES OF THE BOARD
During the year, changes have been effected in the following committees of the Board: A) Audit Committee: The Board appointed Nawshir Mirza as a member of the committee with effect from May 3, 2011. B) International Investment Committee: The terms of reference of the committee were amended by the Board on October 20, 2011. The Corporate Governance Report gives details of the aforesaid committees. • Thermax won the CNBC TV-18 India award for the ‘most promising entrant to the big league’. M. S. Unnikrishnan received the award from the Union Finance Minister, Pranab Mukherjee in January, 2012. • Anu Aga, Director and former Chairperson of Thermax, nominated as Member of the Rajya Sabha by the President of India, on the recommendations of the Prime Minister. • Chinchwad factory bagged the Safety Innovation Award 2011 from the Institution of Engineers, Delhi, for its innovative health, safety and environment initiatives. • Chinchwad factory won the Health, Safety and Environment appreciation award 2011 from CII, Western region. • Gopal Mahadevan, Chief Financial Officer and Executive Vice President received the best

AUDITORS
M/s. B. K. Khare & Co., Chartered Accountants, retire as statutory auditors at the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the company has obtained a written certificate from them to the effect that their reappointment, if made, would be in conformity with the limits specified in the said section.

COST AUDITORS
As per the Order dated January 24, 2012, issued by the Ministry of Corporate Affairs, the appointment of Cost Auditors becomes mandatory for your company pursuant to the provisions of Section 233B of the Companies Act, 1956.

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performing CFO award in the Capital Goods sector by CNBC TV-18 in February, 2012. • Meher Pudumjee’s column, ‘Expressions’ in Fireside, the company in-house magazine, won first prize at the Association of Business Communicators of India in November 2011. • Thermax employees continue to win awards for technical paper presentations, corporate quizzes and sports tournaments.

bankers, investors, government authorities and its joint venture partners. Your Directors also place on record their appreciation of the dedication and contributions made by employees at all levels including the workmen, who through their commitment, hard work and support have steered the company. Your Directors would also like to thank all their shareholders for their faith in the company and its future. For and on behalf of the Board

ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued support extended during the year by the company's clients, business associates, supplier-partners, Pune: May 11, 2012 Meher Pudumjee Chairperson

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Thermax Limited

Annexure to the Report of the Board of Directors as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31, 2012

A. CONSERVATION OF ENERGY
During the year, the following measures were taken towards energy and resource conservation:

1. Electricity: At the Chinchwad and Savli
manufacturing facilities, consumption was optimised using energy saving devices such as Electronic Energy Saver, measurement of lux (unit of light intensity) level and maintaining power factor according to State Electricity Board norms, resulting in an annual saving of Rs. 0.6 crore. At Paudh plant, the company has reduced 9% electricity over last year for every metric cube of resin produced by controlling process cycle time, effectively utilising high power-consuming machinery and improving productivity.

initiated in public-private partnership (PPP) mode have been commissioned successfully. These projects are in the field of solar biomass hybrid distributed power generation, solar air conditioning, solar biomass hybrid cold storage and anaerobic wastewater treatment. The company is working on international funded projects in the energy field and networking with international research institutes. In the environment sector, R&D work on indoor air quality and new generation designs for air pollution control equipment are in the final stages of development.

2. Benefits derived as a result of the above R&D
The above R&D products are in development stage and shall be taken up for beta trials before their market launch.

3. Future plan of action
Solar thermal technologies for power, heating and cooling, low temperature waste heat recovery will continue to be a thrust area for R&D in the energy sector. The company will also continue to work on futuristic energy technologies such as coal gasification and fuel cells. In the environment sector, your company is focusing on waste to energy products and technologies, energy efficient and space saving sewage and waste water treatment technologies.

2. Water: At Paudh plant, around 135000 m³ water
has been recycled and reused by installing conservation systems such as a Reverse Osmosis plant for effluent treatment and recirculation of condensate water to boiler feed.

3. Fuel: At Chinchwad factory, replacement of tubes and other retrofits in the air conditioning system has been revamped, thereby resulting in a saving of Rs. 0.1 crore.
At Paudh plant, by installing fuel emulsion system, air pre-heater, arresting leakages and optimum utilisation of steam, the company has been able to save Rs. 0.4 crore.

4. Expenditure on R&D
Particulars

B. TECHNOLOGY ABSORPTION
Research and Development (R&D)
1. Specific areas in which R&D is carried out by the company
Three R&D cum technology demonstration projects

a. Capital b. Recurring c. Total d. Total R&D expenditure as a percentage of turnover

Amount in Rs. crore Current year Previous year 3.9 2.8 15.3 13.4 19.2 16.2 0.37% 0.34%

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b) A new generation of Hot Water Series Absorption machine with higher efficiency has been developed. cost reduction. adaptation and innovation 1. Construction chemicals technology 2011 In the process of absorption Technology for certain Intermediaries used in manufacture of different bases of concrete admixtures Reciprocating grates Difficult-to-degrade waste water systems 2011 In the process of absorption The technology partner has provided complete technology transfer documents based on which product development and validation is in progress. absorber tubes. reasons thereof and future plan of action This technology would be absorbed after commissioning and execution of a commercial project. tracking system etc. The company identified mirrors. b) The development of new generation of hot water series absorption machine which occupies a lesser footprint would specifically be helpful for the commercial market segment where space is a constraint. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year).product improvement. Efforts. 2. made towards technology absorption. 2010 2009 Yes In the process of absorption N. in brief. a new solution in terms of solar thermal cooling is generated which has potential to replace electrical power used for process cooling and air-conditioning with renewable energy at higher conversion efficiency. import substitution etc. product development.A. Technology absorption has been completed for one industrial segment and it is in the process of absorption for other segments. 3. as components requiring significant development. a) Concentrating solar collector technology: This development provided an indigenous. following information is furnished Technology imported High pressure condensate polishing unit (HPCU) technology Year of import 2012 Has technology been fully absorbed In the process of absorption If not fully absorbed. Coupled with triple effect vapor absorption technology. Benefits derived as a result of the above efforts .Technology absorption. Collaborations with national and international institutions enabled fast track development resulting in parabolic trough at a reduced cost. low cost solution for medium temperature industrial heating processes. Currently. c) A new Chiller-Heater which can simultaneously cater to heating and cooling requirements has been developed. such a project is being pursued. c) The development of a new Chiller-Heater machine would lead to a saving of 30% of the electricity bill of customers. high efficiency. adaptation and innovation a) Concentrating solar collector technology: High efficiency and low cost are the most crucial factors for proliferation of solar thermal systems. 22 .

planned in December 2012.4 crore in the previous year. 31(k) and 31(l) of Financial Statements. reasons thereof and future plan of action Project commissioning has been delayed due to various constraints and is expected to be completed by financial year 2013. The company has executed an order during the year for supply of boiler using the technical knowhow for its design & manufacturing. 75.st 31Annual Report 2011-2012 Thermax Limited Technology imported Sequencing batch reactor system (SBR) Photo-electrochemical air purification technology for indoor air purification Year of import 2009 Has technology been fully absorbed In the process of absorption In the process of absorption If not fully absorbed.6 crore as against a net inflow of Rs. The Eco Power special purpose burner joint development is completed. The technology will be fully absorbed on completion of erection and commissioning of this boiler which is under progress. 44. Finland. Final phase rapid prototyping and embedded control development in progress which is likely to be completed by November 2012. the company had a net foreign exchange inflow of Rs. All components indigenised. After carrying out the performance guarantee test. The details on foreign exchange earnings and outgo are given in the Notes 31(j)..A. First phase prototype trials and data generation completed. N. which form part of the Annual Report. 2009 Eco Power 2008 In the process of absorption Sub critical utility boiler technology 2008 In the process of absorption Paper process chemicals Electrostatic precipitators 2007 2007 Yes Yes C. N. FOREIGN EXCHANGE EARNINGS AND OUTGO The Management Discussion and Analysis Report elaborates the company's operations in export markets. 23 .A. During the year. Technology developed jointly by Thermax and Eco Power Technology Oy. technology absorption will be completed by financial year 2013.

cement and mining – witnessed a sluggish trend in the current fiscal.6% as compared to 5. India's slowdown can be attributed almost entirely to a weakening industrial growth rate. have sufficient potential to create world class enterprises. new plants being ordered out plummeted to low levels compared to previous years. However. the RBI continued to increase interest rates under a tightening monetary policy to rein in the headline inflation. With the unlikely prospect of a reduction in interest rates.6% in FY 2011 to 6. The National Action Plan on Climate Change will continue to present a wide range of opportunities to organisations in the field of energy and environment.8% for 2011-12 against a robust 8.7%. quarter over quarter. Compared to the earlier Cancun summit. internally. the policy can certainly give an impetus to industrial growth in India. factors such as weakening rupee. 24 . After protracted discussions and modifications. all other constituents of the infrastructure sector – power. a comprehensive National Manufacturing Policy was announced by the Government.MANAGEMENT DISCUSSION AND ANALYSIS Overview of the business environment The Indian economy. Throughout the financial year. During the year. rising input costs and spiralling interest rates. especially in the power sector. critical for capital formation and expenditure. The Eurozone crisis. This was compounded by a crisis of confidence induced in the Indian economy by the domestic coalition compulsions. Despite the plea of the business and industrial stakeholders of the country that the interest rates on borrowing for capacity building have already crossed permissible levels. remained at a low level throughout the year. began 2011-12 with high growth expectations. the year gone by witnessed one of the lowest growth in nine years. The recently held Durban Climate Change Conference marked an important step forward in the climate change negotiations. the sector witnessed a major slowdown in order booking and subdued execution owing to lower infrastructure spending. National Manufacturing Investment Zones. The manufacturing sector could only register a growth of 2. the corporate sector adopted a wait-and-watch approach resulting in the absence of big-ticket projects. reflecting unfulfilled demand. the Government and the Reserve Bank continued with monetary policy adjustment alone rather than addressing the supply side constraints through legislative measures. While both agriculture and services sector performed well during the year. this conference outcome paved a decisive way forward in terms of the Kyoto Protocol and the stand of developing countries like India. For industry – especially the capital goods sector – the most worrying aspect was a feeble IIP growth of 2. This was reflected in the sharp fall in fresh order inflows. The net effect was a decline in our domestic economic growth. oil & gas. Barring roads. Growth in power generation during April'11-January'12 was 8. higher inflation rate and constrained governance. along with the Fukushima disaster and apprehensions about a weak American recovery toned down the global growth expectations. in the wake of the positive performance of the previous year.7% and 0. The discussions at Durban also opened a window for discussions on the post 2020 arrangements for the global climate change regime.2% growth seen in fiscal 2010-11.4% respectively in the second and third quarters of 2011-12. Confidence in growth. and increased social activism deterring the process of policy making and governance. If implemented in its letter and spirit. as envisaged in the policy.2% during April’10January’11. bringing it down from 8.9% for FY 2012. Except for 2008-09 when the growth rate was only 6.

especially in the power sector caused Thermax's order booking to decline to Rs.st 31Annual Report 2011-2012 Thermax Limited Thermax commissioned its new manufacturing plant for chemicals at Jhagadia. This downgrade along with continued high fiscal deficit could put increased pressure on the rupee. The economic uncertainties of the country. resulting in a fiscal deficit way above the budgeted levels.1 crore.2% from the previous year.6 crore and a net profit after tax of Rs. India will also face the added challenge of a fast depreciating currency as a sequel to the uncontrolled inflation and unmanageable levels of subsidies propelled by the import of energy resources (coal. This greenfield project will manufacture performance chemicals and new paper chemicals for a wide range of industries. next year. increased to Rs. a reduction of 24. 25 . during the financial year. These will see the spiralling of subsidies beyond the committed level Overview of company operations Your company registered improved results for fiscal 2011-12 with a total revenue of Rs. Gujarat. Export income including deemed exports. delaying the possibility of a recovery and even increasing the fear of a collapse. This will have far reaching ramifications on our domestic economy compelling us to accept the possibility of a further contraction in the GDP growth. 4032. of 2% GDP. The downgrade of the nation's credit rating by S&P could have an adverse impact on year 2012-13 in terms of making finance dearer for corporates. 5374. 1143 crore. particularly in foreign currencies. the global economic scenario is challenged by a socialistic polarisation of Europe. oil and gas) and the recently introduced Food Security Bill.9 crore. 406. Moving on to the current financial year. The agency has indicated that GDP growth could fall to 5.3% as against the government expectations of over 7%.

However. 26 . in real terms they have shrunk. Thermax installed a unique solar based air conditioning system at the National Solar Research Centre. the previous year.5% to Rs. New Products The company has launched a very high efficiency. 4230 crore from Rs. a German company specialising in energy efficiency products. Sixty two percentage of the orders booked during the year were repeat orders from our existing customers. followed by West Asia. Power Plant Management Services is supporting 995 MW equivalent of power plants. The first low capacity CFBC Boiler using a combination of U-beam and cyclone technology was also commissioned. Your company acquired Rifox-Hans Richer GmbH. In this technology demonstration project. Africa. Gurgaon. The business will be a strategic fit for the company's steam engineering business handled by the Service SBU (Cooling and Heating division). compared to the previous year.4 crore. 5605. This technology demonstration project will need to undergo commercial feasibility and initiatives for cost reduction are already underway. the leading ones were ferrous metals. This product will find major applications for very poor quality coal as well as lignite. Thermax integrated a triple effect chiller developed for the first time in India. insulated from the economic turbulence. textiles. sectors like food. The Service business of the company grew by 16% over the previous year. South East Asia had the largest share.The project businesses of the company – Power. Air pollution Control (Enviro) – were adversely affected by the shortfall in orders. Thermax's renewed focus on Africa is yielding better dividends from this market. pharma and sugar. and solar parabolic concentrators. SAARC and Europe. The solar air conditioning system installed at MNRE's Solar Energy Centre in Gurgaon achieved a 30% space reduction with a 20% increase in cooling efficiency. As a result. the order balance at the end of the year reduced by 24. effective from April 2012. Boiler & Heater. A new compact hot water chiller was introduced for basements of commercial complexes where space is a major constraint. have performed well and the company's standard product businesses have gained orders from these sectors. petcoke and biomass. with the support of the Ministry of New and Renewable Energy (MNRE). Even as these sectors continued to be the largest contributors of this year's revenue. Among the sectors that contributed to the orders booked. refinery and cement. In the orders booked for the export market. Deploying this product. triple effect absorption chiller that has reduced energy consumption by 30%. power. of which 48% are for plants constructed by our competitors.

the division bagged only one major order from a viscose fibre producer in Gujarat for a cogeneration project that will generate 96 MW of power and steam. Revamps and retrofits. In the absence of a clear stimulus for investments in infrastructure including power sector. It has successfully pre-qualified to address the balance of turbine island package from 27 .2% of its revenues and has grown by 7%. Apart from Udaipur. increasingly preferred by industry in difficult times gave the Boiler & Heater group's Service business short cycle orders that were executed in the same year itself. The 2 x 150 MW IIP project in Andhra Pradesh is due for commissioning in the first half of FY 12-13. Repeat orders from its customers and renewals of earlier contracts contributed to this sustained growth. To tide over the uncertain business environment. Owing to the growing trend of outsourcing in the Indian industry. The division continued to focus on safety measures at project sites. several companies outsourced their captive power plants for O&M. especially in the power sector in India.. on a variable pricing model based on plant load factor to lower their breakeven point.8% (10% last year). viz.st 31Annual Report 2011-2012 Thermax Limited Energy Segment Analysis Year Energy business Income* Growth Income from exports (Rs. This segment had a profitability of 10. crore) (% YoY) (Rs. Your company responded with some innovative pricing structures and flexible manpower that can be shared across a cluster of power plant sites. The SBU ensured that the two cogeneration power plants based predominantly on biomass in the Philippines attained availability of 95%. Due to adverse market conditions. based on orders carried forward from the previous year. non recovery coke oven plants and independent power producers. the operation and maintenance arm of the power business gained new orders while retaining earlier ones. this business expects challenging conditions to continue for the next two years. The division is working on another set of power projects totalling over 1000 MW which is under various stages of erection and commissioning. crore) 2407 3879 4150 -4 61 7 542 883 980 Nuclear Power Corporation of India. owing to the order backlog from the previous year. and for the Balance of Plant package in thermal power projects as well as gas based power plants of 350 MW and above. Power division focused on related areas. The year saw four more captive power plants getting commissioned. 2009-10 2010-11 2011-12 * Figures are adjusted for inter-segment income. there were very few order finalisations. Power Plant Management Services The Power Plant Management (O&M) Services business registered robust growth in revenues in the year under review. Power and Boiler & Heater performed well on the basis of carry forward orders from the previous year. Several of its teams have won client appreciation and awards for their safety practices and 'safe manhours'. enabling the division cross the cumulative 1000 MW mark for successfully commissioned projects. This year. Energy business of your company accounted for 78. The division has also renewed its efforts in overseas markets and has signed two MoUs. New sectors covered were sugar. To derisk the business. The gas based cogeneration plant for a petrochemical unit in Karnataka is also progressing well. The project businesses of the Energy segment. one more training centre was opened in Trichy (Tamil Nadu) to train young engineers in power plant O&M to create a steady A) POWER The Power division maintained its performance during the year.

the largest ever from Thermax's Heating division. During the year. During the year. 10. The unfavourable environment for investment decisions resulted in shrinking markets and aggressive competition from both established and emerging players. steel. It stabilised its spent wash combustion technology. many large Circulating Fluidised Bed Combustion (CFBC) boilers. The division received a 120 MW BTG order based on blast furnace gas firing from a leading public sector steel plant in South India. FY 2013 appears to be tough for the Boiler & Heater business. The division's manufacturing facility at Chinchwad exceeded its installed capacity and the Savli facility’s production was very close to the rated capacity. With opportunities emerging in public sector undertakings who face shortage of staff and are looking at outsourcing of power plant O&M.4 crore (Rs. This growth was supported by a healthy order carry forward from the previous year.A solid fuel fired boiler from Thermax on its way to the dust free environment of Alok Industries. resulting in fresh enquiries and order finalisations. Refining and petrochemical segments. Thermax Instrumentation Limited (Subsidiary) Thermax Instrumentation Ltd. distillery and sugar are expected to bring in B) BOILER & HEATER The Boiler & Heater division of the company registered reasonable growth in revenues during the year. The company posted a net loss of Rs. 249. this subsidiary earned a total income of Rs. previous year) because of cost escalations at some of its project sites.4 crore profit after tax. 236. and will turn profitable by FY 2014-15. It also commissioned high capacity process fired heaters for refineries in India and the first high pressure bagasse fired boiler supplied by the company in Thailand.5 crore (Rs. predominantly in the captive power plant sector. successfully commissioned for an oilfield development project in Netherlands. A heat recovery steam generator. previous year). The equipment is part of a turnkey project. the division successfully commissioned 28 . supply of skilled manpower for our growing number of sites. meeting European emission norms will help Thermax win assignments with EPC majors in developed markets on similar projects. is the construction arm of the Power Division. This may continue in the forthcoming year too.5 crore. the outlook for this business continues to be positive. 3.

due to the ongoing impasse on grid power. as customers are likely to avoid capex investments and opt for revenue based expenditure in the wake of the prevailing difficult economic environment. growth in order booking and consequently a healthy carry forward for the new financial year. Fuel shortage due to gas and coal availability issues and high prices of oil. it also installed a multi-fuel boiler. It also registered a strong 29 . A revival of captive power plants using solid fuels is also anticipated. previous year). has encouraged this group to support industrial customers with energy efficient alternatives. (TECC) undertakes and executes engineering construction projects mainly for the Boiler & Heater division of the company.1 crore (Rs. Ltd. previous year).4 crore. This subsidiary's total income for the year is Rs. 171 crore (Rs. Inlet air cooling for improving power generation with minimum additional inputs brought in new business for the Cooling division. 6. on account of higher order balance at the beginning of the financial year. 120. The company's year-end order balance is lower than the previous year.st 31Annual Report 2011-2012 Thermax Limited business for the division. Ltd. This business stream is likely to continue.1 crore. The slowdown in the capital goods sector makes the current year a challenging one for this company. Thermax's Enviro division recently commissioned its largest air pollution control project-to-date at a cement plant in Egypt. The division completed a retrofit assignment for a South East Asian national oil company. The company made a profit after tax of Rs. Thermax Engineering Construction Co. 7. supplementing solid fuel with waste heat and other fuels. (Subsidiary) Thermax Engineering Construction Co. The project will help the client bring down emissions to stringent levels of 20mg/nm³.. Growth has also come from the steel sector which in the absence of reliable power at B&H Services The services arm of Boiler & Heater business continues to focus on retrofit and revamp services for ageing heating equipment in Indian and global markets. For a mining company in Western India. The division innovated and customised a waste heat recovery boiler to optimise the energy use in a coal gasification plant. C) COOLING Cooling business completed the financial year with a healthy growth in revenues.

competitive rates, uses alternate energy sources – waste heat, steam from processes – to meet its cooling requirements. Export business accounted for more than half of the revenues for the Cooling business. Growth in order booking was witnessed in US, Europe and SE Asia markets. Business in Europe, in spite of economic slowdown, grew significantly. A globally respected Japanese EPC company placed a large order for a chiller for its cogeneration plant in Thailand. Following Berlin and Rome, one more order was received for one of the busiest airports in Australia. Besides growing its business in China, the Cooling SBU also strengthened its position in Africa and CIS markets. The chiller heater introduced last year to deliver 30% savings in energy bills, have found several new customers this year. With a healthy carry forward and projected business from its domestic and international markets, the cooling business is poised to witness strong growth in FY 2012-13.

infused in the last quarter to meet the planned total investment of USD 13.5 million. With a subdued growth prospect for the Chinese economy in the current year, this subsidiary will concentrate on consolidation and reduction of losses.

Thermax Inc. (Overseas subsidiary)
This step-down subsidiary in the USA focuses on ion exchange resins and absorption chillers. The company reorganised its operations in 2011-12 in response to the overall economic uncertainty in the US market. The vapour absorption chiller business performed well, with a 59% increase in orders and a 71% increase in sales revenue. New clients include a major Hollywood studio, one of the largest IT companies in the world as well as an innovative Japanese electronics company for co-generation application. However, the ion exchange resins market continued to be stagnant, resulting in an overall increase of 14% in the subsidiary's revenue. Thermax Inc. recorded revenues of USD 13.3 million (USD 11.7 million, previous year) and a profit after tax of USD 0.21 million (USD 0.03 million, previous year) for fiscal 2012-13.

Thermax (Zhejiang) Cooling and Heating Engineering Company Ltd. (Overseas subsidiary)
In its third full year of operation since commencing operations in August 2008, Thermax (Zhejiang) Cooling and Heating Engineering Co Ltd., has been supporting the global cooling business. In spite of rising costs and fierce competition in a market recovering in the current global conditions, the company grew its business 45% over the previous year, with orders gained from various regions of China. For the FY 2011-12, the company had a revenue of RMB 67.7 million (USD 10.8 million). After accounting for interest & depreciation, loss for the year was RMB 8.4 million (USD 1.3 million) compared to RMB 11.4 million (USD 1.8 million) for last year. An additional equity of USD 2 million has been

Thermax Europe Ltd. (Overseas Subsidiary)
This subsidiary, focusing on Thermax's cooling business in Europe, closed the year with a revenue of £ 5.33 million (previous year £ 4.3 million) and a profit after tax of £ 0.45 million (previous year £ 0.40 million). Although the market has remained flat in comparison to last year, the company's focus on niche market segments and new applications helped improve its market share. The year also saw an order booking of £ 6.4 million. Prestigious orders received for cooling installations for the year include Vienna Railway station, Stanlow refinery, Kaiser Compressor, and heat pumps for Skagen district heating company.

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Thermax Limited

While the markets in Southern Europe face economic trouble, the enquiries from Northern Europe have shown a positive trend. The outlook for 2012-13 is one of cautious optimism.

oil-soap manufacturing segments a solid fuel based hipressure steam boiler package, using the thermosyphon principle. A new shell boiler to address the small boiler market has opened up new market potential for future growth. The streamlining of operations at the manufacturing facility of this business has started showing results in terms of increased productivity, elevating the available capacity too. This will enable the Heating business to cater to the growth demands also in the near future. With its chosen sectors performing satisfactorily through this slowdown phase and with the shift to biomass and other solid fuel fired systems due to high oil prices and non availability of gas, the Heating division expects to improve its performance in FY 2012-13.

D) HEATING
Heating business recorded a healthy increase in its total income compared to last year, with exports accounting for 26% of its business. The major industry segments of this business such as food processing, textile, chemical, pharma, and distillery performed satisfactorily, in spite of the economic slowdown that set in from the second half of the financial year. The division absorbed the Lambion grate technology transferred last year, helping it pick up several biomass based orders. Efforts are on to extend this technology to the entire product basket, which includes various packaged boilers and heaters. Heating SBU received the single largest boiler and heater order from a leading Indian textile company to shift from oil/ gas to solid fuel. It has also commissioned a large DIN design vaporizer (16 Million kcal/h) to this customer's existing plant in the Western region. The Heating business offers its customers in the edible

Danstoker (Overseas Subsidiary)
Danstoker and its subsidiary Omnical, the companies that Thermax acquired to grow its global heating business, performed well in 2011-12. Compared to the Euro 40.5 million revenue for the year before acquisition (October'09-September'10), the company posted Euro 53 million for the changed accounting year (April'11-March'12). In the 18 months since its acquisition by the company, Danstoker has clocked Euro 78 million in revenue.

Thermax commissioned a fresh air fired heat recovery steam generator (HRSG) on GE Frame 9E gas turbine of a 126.5 MW plant in Netherlands. The project strengthens Thermax credentials for waste heat recovery projects in Europe.

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While Danstoker continued to maintain dominance in renewable fuel based heating systems with almost 50% of its order booking coming from this segment, Omnical continued to work with industry majors, garnering business in waste recovery boilers. 30% of Omnical's order booking came from this segment. Initial forays into Latin America, Canada and Saudi Arabia are likely to generate new orders in the second half of the current fiscal and business plans are under discussion to convert these into sustainable markets. Danstoker is expected to maintain its performance during FY 2012-13

Apart from these R&D based applications, the solar business unit of the company continued to expand its footprint in industrial and commercial establishments by creating hybrid systems for heating and cooling. In FY 2012-13, the solar business plans to grow its business. The constraints of operating on unreliable grid power plus the possibilities of integrating renewable systems to existing energy infrastructure, will help in gaining increasing acceptance for the company's solar thermal products. The outlook is positive.

Environment Segment Analysis
Year Environment business Income* Growth Income from exports (Rs. crore) (% YoY) (Rs. crore) 778 973 1154 4 25 19 115 183 163

Services (Cooling & Heating)
Cooling and Heating service business increased its total income during the year. The business offered energy efficiency solutions in complete steam circuit across various industry segments including an export order for a large paper mill. The technology partnerships the SBU formed in the previous year with two companies in the US and Israel have helped offer energy saving and emission reducing solutions to its customers. During the year, it upgraded its offerings through remote monitoring devices and extended its reach through mobile service units. The acquisition of the German steam engineering company, Rifox, besides supporting the division in its international business is expected to provide access to a wide range of steam efficiency products to cover saturated as well as superheated steam applications. The outlook for the business continues to be positive.

2009-10 2010-11 2011-12

* Figures duly adjusted for inter-segment income.

The Environment segment accounted for 21.8% of the company's revenues and has clocked a healthy growth of 18.6 % over the previous year. This segment had a profitability of 13.9% (14.8% last year). An improved enforcement of the existing norms and an increased awareness about the ill effects of negligence of pollution control across society are driving the growth of the environment business. Municipalities across the country are in search of workable and cost effective sewage treatment technologies. Water scarcity is now making it mandatory for industry in several states to go for water recycling. Your company's environment businesses are positioned well with effective technologies and relevant application knowledge to help preserve the community resources of clean air and water. The air pollution control business of your company has successfully completed a few projects in international markets with the prospects of bagging similar projects in the coming years. The water and wastewater business, besides strengthening its presence in the industrial

E) SOLAR BUSINESS
The solar business commissioned two prestigious technology demonstration projects during the year. It installed a unique air conditioning project combining triple effect chillers and solar concentrators at MNRE's National Solar Research Centre. The rural electrification project at Shive, near Pune has also been successfully commissioned.

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profits. concentrated its efforts on capturing more value-added specialty resin market. new orders in municipal sewage treatment were at subdued levels. Increased competition from new international players as well as many local companies have resulted in compromised margins in this business. West Asia and South East Asia markets. However. Margins are under severe pressure due to fierce competition and higher input cost caused by volatile commodity prices and rupee devaluation. Your company envisages opportunities in such business initiatives based on revenue side investments for customers. Construction work of its upcoming facility at Solapur. This increased productivity and the cost of optimisation resulting from it will enable the business to increase its market share in the growing commercial as well as the MSME sector. the division is anticipating sluggish prospects in its key customer segments of cement. increase productivity and value engineering to partially mitigate the situation. since the current phase of funding under JNNURM has come to an end. Many state level pollution control boards have set forth stringent norms to enforce treatment and recycling of effluent to save the limited resources of water. As an innovative and technology based solution provider. constrained by capacity limitation. The standard products performance unit of this business has completed a productivity enhancement and standardisation initiative in collaboration with the Confederation of Indian Industry. These solutions from its stable will be limited to technology oriented projects needing high-end processes that will save space as well as deliver consistent quality of drinking water even when the input quality varies. has also for the first time ventured into the prospective area of water treatment in municipal projects. This has propelled the opening up of a new market for effluent recycle. The resin business.st 31Annual Report 2011-2012 Thermax Limited sector. Maharashtra is nearing completion and commercial operation is expected to start in the first quarter of FY 2012-13. Intense competition in these sectors is putting pressure on price realisation. In the volatile business environment that stays clear of capex investments. In 2012-13. H) CHEMICAL The Chemical SBU ended the financial year with a marginal growth in sales over the last year. The division has embarked on initiatives to reduce waste. steel and captive power. F) AIR POLLUTION CONTROL (ENVIRO) The air pollution control business brought in a healthy increase in its revenues. The slowdown in the power sector also failed to deliver anticipated business for this group. Fresh order intake increased both in the industrial and commercial segments. the services arms of Thermax's environment businesses are offering retrofits and O&M services to industry. It also streamlined manufacturing processes to improve the yield in the wake of raw material price increase fuelled by crude G) WATER AND WASTEWATER SOLUTIONS Water and Wastewater Solutions business of the company has reported improved results both in revenues and 33 . this divisions business is poised to deliver a healthy growth in FY 2012-13. Despite a slowing down domestic economy. your company is poised to capitalise on this emerging market. The business has also forayed into high-end municipal drinking water solutions on a selective basis. A sizeable portion of the division's revenue came from exports to the US. The division has successfully completed its largest ever Lump Sum Turnkey project for conversion of electrostatic precipitators (ESPs) to low emission fabric filters for a cement plant in Egypt through a World Bank funded global tender.

earned a total income of Rs. 1. 1. Joint Venture Subsidiaries Thermax Babcock & Wilcox Energy Solutions Pvt.3 crore in the previous year. 0. Maharashtra is progressing and the plant will be ready for commercial operations during the year.1 crore (previous year Rs. engineers of the joint venture company were trained at the Babcock &Wilcox facility at Barberton. fund availability. With the growing trend of outsourcing utilities and the demand for systems that help the conservation of water. 34 .petroleum price increase. Owing to issues related to land acquisition.3 crore against Rs. The outlook is positive. The division commissioned its new manufacturing plant for performance chemicals at Jhagadia.2 crore in the previous year – due to various expenses for validation of CDM projects and investments in the development of IT infrastructure. Profit after tax was Rs. the SBU has also won an order for the maintenance of multi-utilities for BOP package for Tata Power’s 4000 MW ultra mega power plant in Western India. the company produced and supplied 42789 tons of steam and 4489 million kcal of heat from the existing three projects. (TSESL) During the year under review. Breaking new ground. Construction of the manufacturing facility for supercritical boilers at Shirwal. 6. (TOESL) TOESL which was established to deliver utilities on a unit consumption basis. environment clearances and sustainable power purchase rates. The paper chemical sales have grown by almost double and will break even in the coming year. I) Services (Chemical & Water) The Services business of Chemical & Water improved its business with better revenues and orders booked. The business expects to deliver improved performance in FY 2012-13. (TBWES) As part of the technology transfer agreement. its business gained from effluent treatment and recycle projects and operation and maintenance of water utilities. the SBU is confident of improved business in FY 2012-13. The company is geared up to contract and execute supercritical boilers up to 3000 MW per year. and recycle plant for a textile unit that also includes a five year contract for comprehensive O&M. The outlook is positive. 0. 3 crore compared to Rs.6 crore). the power development initiative Other Wholly Owned Subsidiaries Thermax Onsite Energy Solutions Ltd.2 crore during the year as against Rs. Among the notable projects were the three million litre per day effluent recycle plant for a 375 MW power project of the Gujarat State Electricity Corporation. Ltd. 9. Thermax Sustainable Energy Solutions Ltd. TSESL. The company earned an income of Rs. Gujarat during the year. 0. It also bagged two more repeat contracts from a leading paint manufacturing company for supply of steam and heat for its new facilities in Southern and Western India. In FY 2011-12. The performance chemical arm of the SBU has added many new accounts with products plus services offering. Ohio. With its focus on green fuel and reduction of client's carbon foot prints. TOESL expects to improve its business prospects in FY 2012-13. fuel security. the subsidiary company focusing on business related to Clean Development Mechanism (CDM) successfully registered two projects under the Programme of Activities registered under UNFCCC. It incurred a net loss of Rs.1 crore in the previous year. In 2011-12.

were dependent on new independent power plants. The ratio of near misses to accidents has improved considerably over the last year. Safety and Environment Measures As an organisation that values human life and believes that all injuries are preventable. a site safety committee reviews and effectively monitors safety. Emphasis has been given to the preparation of location and activity specific job hazard analysis. contractors.misses and carrying out their analyses for preventive action across the company’s locations. Training on fire prevention and control. A conference for contractors and their project managers was conducted in Pune to share the best practices and create benchmarks. and this subsidiary did not receive any orders. Standards and Procedures Method statements for all safety critical activities have been developed and job hazard analysis for all these activities has been carried out. Competency and Training An emphasis on safety training has been continued this year for all levels of employees. Safety and Environment Management System TECC. your company is committed to conduct all its operations in a manner to avoid injury to employees. During the year. In each division a safety council has been formed under the chairmanship of the strategic business unit head and a safety review is held every month. workmen.st 31Annual Report 2011-2012 Thermax Limited of the country has not taken off as anticipated less than a year ago. Emergency preparedness plan Emergency management plans have been developed to deal with any emergency at all manufacturing and project locations. The overall audit compliance level is 91% whereas the same is 98% for 'A' category observations. At each project location. and mock drills on emergency evacuation have been conducted at our plants and offices. This is followed by the 35 . The joint venture expects the Government to take proactive and constructive measures at a quicker pace to reverse this trend and support the power development momentum of India. Board's quarterly review. This joint venture faced another challenging year as its product portfolio --electrostatic precipitators and regenerative air pre heaters -. Leadership and Commitment The Managing Director reviews safety performance of each business every quarter. Thermax SPX will continue to face difficulties till the power development industry recovers. Health. contractors. There weren't any new project order finalisations during the major part of the year. site engineers. Safety and Environment (HSE) measures: Incident / near-miss reporting and investigation Emphasis has been given on reporting near. various initiatives were undertaken to improve its Health. local public and damage to the environment. the construction arm of the Boiler & Heater Business was certified by the Bureau Veritas with Safety Management Systems as per the requirements of BS OHSAS 18001: 2007 standards. A surveillance audit of Chinchwad. Savli (by DNV) and Paudh plant (by Bureau Veritas) was also successfully conducted for OHSAS: 18001 (Occupational Health Safety Assessment Series) and ISO: 14001 (Environment Management System) International Standard. Safety Audits and Inspection Internal and external safety audits and inspections are carried out regularly and the compliance of audit action points is monitored. Safety training programmes in all regions were conducted during the year for site in-charges. vendors and suppliers. A total of 680 internal audits and 55 external audits have been conducted in 2011-12. Thermax SPX Energy Technologies Ltd.

your company finds that demand for some of its products. Designed for simplicity and quick customer response. it continues to fight high unemployment even as it has to deal with the uncertainty of a possible change in the country's leadership. the country is witnessing the possibility of GDP growth going below 6%. under such a challenging environment. The turmoil in overseas economies.Safety in Design Safety in design has been taken up. From a robust 9% GDP growth in 2009-10. interest rates and foreign exchange rates reporting adverse trends. While posting marginal growth. inflation. it will play a vital role in Thermax customer support and lead generations. Germany. fuel and off-take uncertainties. Risk Management The business environment in the country continues to be uncertain with lead indicators such as GDP growth. The uncertain environment in the political climate continues to impact society and industry. France and England. high interest rates and an adverse currency movement can have medium term impact on the capital goods industry. especially the larger boilers as well as power plants. Given the above context. Most importantly. forecasting. 36 . The power industry continues to reel under policy. India is no longer decoupled from the rest of the world and all the above factors impact its economic prospects further. Infrastructure investment by the Government which can act as a fillip to crank the growth engine has seen a deceleration. We can only imagine the full impact of such a first-of-its-kind event. Core industries. The challenge of managing high fiscal deficit continues. The Customer Interaction Centre (CIC) launched during the year with a dedicated India toll free number (18002090115). anticipation. especially in Europe has increased in intensity and the possibility of Greece moving out of the European Union looms large and ominous. have been impacted. therefore. Coal availability has become a significant constraint for the industry and the hardening of stance by the Indonesian Government on export of coal has further added to the uncertainty. continue to underperform and so does industrial output. The United States of America continues to fight the impact of the 2008 financial crisis. review and management of risk become critical to business and success. All the audit and inspection points are taken up with engineering teams and corrective action is being taken at the drawing stage itself. the leading troika of Europe have begun to bear the brunt of the Eurozone uncertainty – both socially as well as economically. This coupled with high inflation.

the company continues to maintain its conservative investment policy. the diversified business portfolio has helped reduce the impact of the cyclical nature of some of its businesses – especially Power and Boiler and Heater. the Boiler and Heater business which caters predominantly to heat and steam applications for core industries as well as for power generation is seeing tightness in order booking. Consequently. Efforts are on to develop the service business of the company. the large orders which can lead to the risk of customer concentration emanate from Power as well as the Boiler & Heater businesses. as this vertical tends to be less cyclical and as it has a larger impact on the customer's revenue side of business. Competition risk Given the current global economic scenario as well the domestic challenges faced by capital equipment manufacturers. As the company continues to build capabilities to execute larger orders the concentration risk would occur at periodic intervals which can be mitigated by a robust project management and review mechanism. Moreover. Customer concentration risk Typically. Risk of cyclical business The company is currently facing the challenge of cyclicity of the capital goods sector as the order backlog at the start of the financial year 2012-13 is lower than what it was at beginning of last year. it continues to recognise the need for optimising cost and increasing operational efficiency to offer better value and solutions to customers. Risk of concentration in one business segment Energy segment continues to have a significant share of the company's business. When such orders are bid for. a detailed risk analysis of the order is done and its impact on the company's overall performance is reviewed. The current forex volatility can impact input costs as well as sales realisations and therefore it is critical to continuously review the latest foreign exchange rates while quoting for projects. To mitigate the above risk. Water and Wastewater as well as Chemical businesses help further diversify the business portfolio of Thermax. The company invests its surplus funds in fixed deposits of reputed banks. vapour absorption chiller and EPC of small power plants – which have customers across industry sectors. the foreign exchange policy for the company is conservative. Principal protection continues to be the key driver. oil & gas etc. the company continues to diversify and grow the product businesses in the Energy segment – such as process heating. While your company is well positioned to meet these challenges. petrochemicals. The Power EPC and Boiler & Heater businesses account for a major slice of the Energy business. As stated earlier. 37 . On the funds deployment side. Pricing and delivery have become even more critical to win customers. which the company is already doing. liquid debt funds and has limited exposure to Debt Fixed Maturity Plans. steel. All foreign currency exposures are hedged immediately upon their occurrence. Off take and investment trends in critical end-customer industries such as cement. The current subdued business prospects for captive as well as utility power plant orders have impacted the order booking and revenues of the company in the short term. The company also continues to focus on its services business which can add stability to revenues and profits. the Environment segment comprising of Air Pollution Control. Demand trends in key industries both in India as well as overseas are reviewed periodically by the businesses so that strategies for growing business amidst such challenging conditions can be adopted. Similarly.st 31Annual Report 2011-2012 Thermax Limited Some of the key risks reviewed by the management are: Exchange fluctuations and interest rate risks The company's policy has been to avoid speculation in foreign exchange. are closely monitored. there is an increased intensity in competition as the overall market is shrinking.

Continuous efforts and programmes are on for enhancement of safety awareness at all levels through direct and indirect communication. acquisition. Project management risk Nearly three-fourths of the company's businesses are projects in nature which means that a significant portion of the execution happens at the customer's site. Availability of appropriate talent and attrition risk are reviewed periodically by the management and necessary measures taken to mitigate the impact of these human resource related risks. The company has established project management systems as well as processes for reviewing the progress of projects. They also conduct periodic safety audits to measure and improve compliance. management and retention of talent continue to be a challenge in current times. The thrust is to increase the share of non-India revenues through these subsidiaries as well as through exports.5 % of its revenues. are reviewed more frequently. This coupled with reduced customer advances can adversely impact the working capital and cash flow position of the company. including a wide range of biomass as well as harnessing waste heat.. The complexity and spread of operations make this task even more daunting. The company also offers waste-to-energy. Consequently payments receivable from customers are spread over the project period. Risk related to human talent Though economic activity has slowed and GDP growth has come down. as this would also help in reducing the impact of the Indian market on overall operations. it is important to ensure that projects are executed within timelines and budgeted costs. Thermax Zhejiang and Thermax Europe account for nearly 8. Risk related to safe operations Your company is committed to the safety of its people and continues to strive for making workplaces safe. combined cycle as well as solar heating and cooling solutions which help in reducing energy costs for customers. Larger projects. Delays in projects can result in cost over-runs as well as liquidated damage claims from customers. The company also has a formal process of reviewing succession planning. Thus. The revenues from its international subsidiaries including Danstoker Group. 38 . Volatility in fuel prices may prompt customers to shift to lower cost fuel.Risk of concentration in one geography The company has also been increasing its export and international revenues to reduce the dependency on its home country. The company is well positioned to offer a variety of energy solutions as it has technologies for handling a spectrum of fuels. Risk of adverse changes in cash flows and working capital The company is predominantly in the project business where projects are medium term to long term in nature. especially those with greater risk. There is a dedicated team of Safety Officers reporting to the Head of Safety who continuously review the implementation of policies and procedures especially at the site and factories. combined heating power cooling (CHPC). The company’s management closely monitors and reviews the working capital position to ensure adequate steps are taken to minimise the impact of the current economic situation. Managing aspirations. remuneration and people costs is a challenge that the company recognises as Thermax places special emphasis on its people and people processes. Specialised project management software is deployed to monitor these projects. Risk of energy price fluctuation Thermax offers solutions in the Energy and Environment space. Given the current domestic and international economic scenario. Thermax Inc. there is the risk of delays in payments from customers.

are different and complex for each country. the company’s operations span 20 international offices. technology cooperation. The recent acquisitions of Danstoker Group and Rifox. before such quotes are furnished. The company is a major consumer of steel plates and tubes of various grades as well as bought-out items including motors.st 31Annual Report 2011-2012 Thermax Limited Input price increase and supply chain management risk One of the critical requirements for successful project management is to forecast and manage input costs. Beside these. Risk related to international operations Over the past few years. variability can be reduced as many project finalisations take time. committed quotes from vendors for critical inputs are obtained. Stability of profits depends on how effectively the costs are managed within estimated levels. While quoting for large projects. This way. Therefore. rules and laws relating to recruitment of employees. quality and schedule. pumps and valves. etc. In addition. The larger scale and size of operations makes compliance with law and regulations complex. Besides these. the company's international presence has been expanding. legal and fiscal developments occurring in these countries. the Corporate Sourcing Group responsible for strategic sourcing continuously reviews the existing vendor base and develops new supplier relationships. The company recognises this and therefore has a system of reporting and reviewing of compliances at periodic intervals – for entities located within and outside India. provisions for escalation of input costs are factored in to help make up for any spurt in prices. Compliance with law The company's operations have been expanding both in India and outside. significant fluctuations in raw material prices could impact the profitability of the company. the enhanced operations of Thermax Zhejiang Heating & Cooling Engineering Company in China as well the subsidiaries in USA and UK add complexity to management of international operations. The process of vendor rating and evaluation helps in grading vendors and also enhance their performance on cost. 39 . The international operations are exposed to risks of specific socio-economic. In addition.

five independent directors and the managing director. COMPLIANCE OF CORPORATE GOVERNANCE i) BOARD OF DIRECTORS AND PROCEDURES Currently. product and service quality. customs. Maintenance of the internal controls for effective management is of paramount significance to the Board for safeguarding the interest of all its stakeholders.CORPORATE GOVERNANCE REPORT Corporate governance is about commitment towards sustaining values and ethical business conduct. Through its corporate governance measures. internal and external communications. disclosure. the company adheres to stringent governance norms so that its stakeholders can expect superior and sustained financial performance. Good corporate governance is not merely about transparency and accountability. It also has in place a comprehensive business review processes. risk management. the Board of your company comprises nine directors – three non-executive promoter directors. maintaining the wealth created and safeguarding the interests of the shareholders. policies and laws by which corporations are directed and controlled in the larger interests of stakeholders. In all its operations and processes. 40 . COMPANY PHILOSOPHY Thermax Limited continues to be committed to high standards of corporate governance. performance and developments. It is the constant endeavor of the company to substantially follow the key principles of established governance of protecting shareholder wealth. supervision and internal controls. Your company's Board has empowered key management officials to implement policies and guidelines related to the key elements of corporate governance – transparency. It is a set of processes. effective and judicious manner. accounting fidelity. enhancing it through proper utilisation of resources. Underlying the concept is integrity which means doing the right things to discharge the entrusted responsibilities in an efficient. which is at the heart of effective corporate governance. high standards of safety. the company aims to maintain transparency in its financial reporting and keep all its stakeholders informed about its policies. Thermax will continue to sustain stakeholder confidence by adopting and continuing good practices.

41 . service provider or customer or a lessor or lessee of the company. none of the directors serve as members of more than 10 committees nor are they chairman / chairperson of more than 5 committees.00. Pudumjee as rent for premises taken on lease.e. its directors. * Yes Yes Yes No No No No No No 1 1 1 6 1 1 8 4 3 1 1 2 – 1 2 – 4 – – 2 4 6 – 3 6 1 5 68. she is also a joint Trustee of the 36.75. Aga for the premises taken on lease. 40. its subsidiaries and associates which may affect independence of the director. foreign & Section 25 companies. c. Valentin A.e.250 shares held by the Thermax ESOP Trust.to Mrs. which may affect independence of the director. Name of the Director Pecuniary or Committee position@ Number of Relationship Number of business shares held with other other directorships@ relationship in the company directors Chairperson Member with the company NON-EXECUTIVE PROMOTER Anu Aga None except ** Meher Pudumjee None except ** Pheroz Pudumjee None except** INDEPENDENT Dr. 5. Unnikrishnan N.190 shares held by the various Thermax Employees Welfare Trusts. b. Aga and Rs. is not a partner or an executive or was not a partner or an executive during the preceding three years. as per the requirements of the Listing Agreement. members of committees appointed by the Board. 2011. H. she is also a joint Trustee of the 29.to Pheroz Pudumjee. is not less than 21 years age. i. the statutory audit firm or the internal audit firm that is associated with the company. Raghunath A. of any of the following: • • f.with Mrs. The company has maintained security deposit of Rs.A. Non-executive directors are entitled to reimbursement of expenses incurred in performance of the duties as directors.305# 22. The company has also paid Rs. Composition of the Board The table gives the composition of the Board and inter alia the outside directorships held by each of the directors of the company during the financial year 2011-12.000/. has not been an executive of the company in the immediately preceding three financial years. As per the disclosures received from the directors. May 3.28. Mashelkar None Dr.600/. The expression ‘independent director’ as defined in Clause 49 of the Listing Agreement.20.000/. its senior management or its holding company. 23.85.35. $ # ** During the year. and is not a substantial shareholder of the company. JairamVaradaraj None Nawshir Mirza * None EXECUTIVE M.06. its promoters.57. signifies non-executive director of the company.st 31Annual Report 2011-2012 Thermax Limited A. apart from receiving director's remuneration. who a. being rent for premises taken on lease and has maintained Rs. does not have any material pecuniary relationships or transactions with the company. is not related to promoters or persons occupying management positions at the board level or at one level below the board. @ Excludes private. 1. e. 18. the company has paid Rs. S. d. g.88.00.f.000 – – – – – – Nawshir Mirza joined as an additional director w. owning two percent or more of the block of voting shares. In addition to the shares held by Anu Aga in her personal capacity.000/.500$ 3. In addition to the shares held by Meher Pudumjee in her personal capacity.as security deposit. and the legal firm(s) and consulting firm(s) that have a material association with the company. von Massow None Tapan Mitra None Dr. is not a material supplier.000/.to Mrs.

00.00. von Massow Tapan Mitra Pheroz Pudumjee Dr.60.000 11. July 22. 1956. 2012 will be paid. 2007 and supplemental agreement dated May 12.00. Mashelkar in chairing and guiding the company's Innovation Council. chairpersons of select Board committees will receive further remuneration by way of commission for each financial year to acknowledge their time and involvement to strengthen systems and processes. S. 6 lakh as fixed commission for each financial year. namely. 5 lakh each to the chairpersons of the International Investment and Human Resources committees.60. Jairam Varadaraj Nawshir Mirza M. 2011 Sitting fees * Salary and perquisites Commission† Total remuneration Amount in Rs.000 22. 42 . the foreign director and his involvement in providing guidance as the chairperson of the Strategic Business Development committee.000 NA 3. B. Further. •Managing Director The company's Board at present comprises one Executive Director.000 NA 1.24. the non-executive directors are also entitled to sitting fees of Rs. for the financial year 2011-12.000 7.000 21. 2012.60.39.000 NA 2. Based on the guideline. M.80.80.40. 20 lakh for the financial year. based on the regulatory provisions.80.00. The maximum time gap between any two sequential meetings was not more than four calendar months. As per the revised guideline adopted by the Board. 2011 and February 2. which have been approved by the Board of Directors and the shareholders. Valentin A.40. the chairperson of the Board also receives a fixed commission Rs.000 14. and also for their contributions in offering strategic direction. Managing Director.000/.The Board met five times during the financial year 2011-12 on May 3.80. Unnikrishnan. the non-executive directors are entitled to individually receive an amount of Rs.000 NA 1.000 6. C. and as per the provision of the Companies Act. 2011.000 55. October 20.000/. The increment and commission of the managing director is determined on the basis of the company's performance and the individual contribution. the non-executive directors are entitled to individually receive an amount of Rs.00.40. the company remunerates them by payment of commission.00. between the company and Mr. Raghunath A.00.000 11.000 11. Considering the geographic base of Dr.79. The remuneration broadly comprises fixed and variable components. This apart.00. Accordingly. As per the revised guideline adopted by the Board.59.100 16. December 3. Meher Pudumjee Anu Aga Dr.000 NA 2. Mashelkar Dr. based on the regulatory provisions. The remuneration of the managing director is governed by the agreement dated July 2. the Board has approved a consolidated amount of Euro 30. 6 lakh as fixed commission for each financial year. H. von Massow. taking into account the contribution of Dr.000 6. subject to deduction of tax.000 20. Raghunath A. † The commission proposed for the year ended March 31.000 12.as commission for the financial year. 2011.000 2. Recognising their contribution. the Board has approved payment of Rs.for attending each meeting of the Board and committees.391 NA = Not applicable * Sitting fees include payments for Board appointed committee meetings also. 20.69.391 20.000 11. 10 lakh to the chairperson of the Audit committee and Rs.000 8. 2010. 2011. Attendance and remuneration of each Director on the Board during the financial year 2011-12 Name of the Director Total attendance at Board meetings Attendance at the AGM held on July 22. Additionally.000 NA 60. Valentin A.80. H. the Board has approved payment of Rs.00.100 18. S.59.000 NA 1.00. 5 lakh as commission for the financial year. Unnikrishnan 5 5 3 5 5 5 4 5 5 Yes Yes Yes Yes Yes Yes Yes Yes Yes 2.000 NA NA 1. Unnikrishnan. The managing director is not entitled to sitting fees for attending meetings of the Board and committees. Details of Remuneration •Non-executive directors Today’s complex business environment demands constant guidance from the non-executive directors to ensure adherence to corporate governance policies and practices.80.

if any. 2011 and February 1. 2011. Pheroz Pudumjee. Any material default in financial obligations to and by the company. any material effluent or pollution problems. 2011. Report on statutory compliance. 2. 4. 10. Report on matters relating to foreign collaborations/ joint-ventures/ acquisitions/ mergers/ opening of overseas offices. This report comprises the investment portfolio. 43 .f. if material. Reasons for variance between the budget and sanctioned are also explained. The constitution of the committee meets with the requirements of Section 292A of the Companies Act. which involves possible public or product liability claims of substantial nature. Dr. 6. Any issue. October 19. 2011. Annual Business Plan which includes capital expenditure and manpower budget. which are affirmed by the chairperson. Details of meetings attended by the members are as follows: Committee members Tapan Mitra Pheroz Pudumjee Number of meetings attended Independent 5 Non-executive 5 Promoter Dr. 2012. July 21. 2011. Information placed before the Board of Directors The following information forms part of the Board meetings’ agenda papers: 1. The members of the committees are co-opted by the Board. 2011. including any judgment or order which may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company. penalties. These are approved at the next meeting after incorporating changes. dangerous occurrences. Information on recruitment of senior officers just below the Board level. wage agreements. Quarterly financial results for the company and for the group companies with analysis of performance. show cause notices. Minutes of the meetings of Board appointed committees. Tapan Mitra.e. 9. all non-executive directors. 7. Board Agenda Agenda papers are circulated well in advance of Board meetings to the members.st 31Annual Report 2011-2012 Thermax Limited D. June 7. Audit Committee The committee presently comprises four members. As a process of governance. May 3. A. 5. suits filed by/ against the company and shareholder’s grievances. etc. Safety issues – fatal or serious accidents in the plants. etc. The committee has met five times during the financial year 2011-12 on May 2. including appointment or removal of Chief Financial Officer and Company Secretary. 8. Significant labour problems and their proposed solutions. ii)BOARD COMMITTEES The Board at present has six committees: 1) Audit Committee 2) Human Resources Committee 3) Share Transfer and Shareholders' Grievances Committee 4) Borrowing and Investments Committee 5) Strategic Business Development Committee and 6) International Investment Committee. the agenda also includes a review of the action taken / pending on the decisions of the Board of previous meeting(s). Nawshir Mirza was inducted as a member of the committee w. The Board constitutes the committees and defines their terms of reference. JairamVaradaraj Independent 4 Nawshir Mirza Independent 4 Category The chairman of the committee was present at the 30th Annual General Meeting of the company held on July 22. 1956. They contain vital and adequate information facilitating deliberations at the meeting. etc. Jairam Varadaraj and Nawshir Mirza are the other members of the committee. The capital expenditure proposals sanctioned and actual amounts incurred are reported on a quarterly basis. The draft minutes are circulated to the Board members. 3. The chairman of the committee. A report on treasury operations. is a Fellow of The Institute of Chartered Accountants of India. 11. details of foreign exchange exposures and steps taken to mitigate risks of adverse exchange movements.

• major accounting entries based on exercise of judgment by management. Tapan Mitra. etc. t Recommending the appointment and removal of statutory auditor. t matter that may be referred by the Board Any other from time to time. Looking t into the reasons for substantial defaults in payments to the depositors. t the adequacy of internal control systems Reviewing including management information system with management. • compliance with accounting standards. detailing their scope of work and deciding their professional charges. coverage and frequency of internal audit. t with internal auditors. The committee has met three times during the financial year 2011-12 on May 2. before the audit Discussing commences. significant audit Discussing findings and follow up action initiated. external and internal auditors. sufficient and credible. the nature and scope of audit. June 8. 2012 where all members were present. 2011 and February 1. staffing and seniority of the official heading the department. The internal auditor presents to the committee. 2011. if any. B. determine audit fee and also approve payment for any other services as the case may be. transactions of the company of material nature with the promoters or the management.The committee reviews various aspects of internal controls. t and reviewing the findings of any internal Assigning investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Chief Internal Auditor and the representatives of Statutory Auditors are permanent invitees and attend all the meetings of the committee.e. Jairam Varadaraj are the other members of the committee. t the scope and adequacy of internal audit Reviewing function. • any qualifications in draft audit report. • significant adjustments arising out of audit. t the annual plan of work of the internal Reviewing audit function. observations and recommendations of the auditors and also issues having an impact on control system and compliance. • any related party transactions i. t with management and external auditors Reviewing the financial statements before submitting to the Board. shareholders and creditors. Outsourcing to firms specialised in carrying out internal audit services. the structure of the internal audit department. The requirements enumerated under Clause 49 of the Listing Agreement and as amended from time to time are also reviewed by the committee. Pheroz Pudumjee and Dr. • compliance with stock exchange and legal requirements concerning financial statements. t with statutory auditors. including the system. t the company's financial and risk Reviewing management policies. focusing primarily on: • any changes in accounting policies and practices. The terms of reference of the committee broadly includes: t Overseeing the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct. The Chief Financial Officer. t the coverage and frequency of Reviewing internal audit. Human Resources Committee The committee presently comprises four members. their subsidiaries or relatives. that may cause potential conflict with the interests of the company. reporting structure. 44 . all non-executive directors. Also conduct post-audit discussion to ascertain any area of concern. The chairperson of the committee is Anu Aga. The Compliance Officer who is a Member of the Institute of the Company Secretaries of India is the Secretary to the Committee. its quality coverage and effectiveness in terms of follow-up. internal auditors' reports and risk management process on a regular basis.

The committee comprises four members. Meher Pudumjee and M. The Dy. The company presently does not have an ESOP scheme. 6. 2012. S. S. Unnikrishnan. Summary of complaints during 2011-12 Nature Non-receipt of dividend Letters from statutory authorities Opening Received Resolved Pending balance Nil Nil 42 4 42 4 Nil Nil All complaints were resolved to the satisfaction of the shareholders and no complaints remained unattended / pending for more than 30 days as on March 31. The committee has 45 .st 31Annual Report 2011-2012 Thermax Limited The broad terms of reference of the committee: 1. S. During the financial year 2011-12. 2011 where all members were present. 2012. etc. 8. Valentin A. 2. Borrowing and Investments Committee The committee comprises three members. Strategic Business Development Committee The primary objective of this committee is to review and guide the strategic initiatives of the company. Pheroz Pudumjee and M. Pheroz Pudumjee (chairman). The committee specifically looks into complaints of shareholders and investors pertaining to transfer/ transmission of shares. the committee met twice on September 9. if necessary. The committee met eleven times during the year to. Specify guidelines for the remuneration package and other benefits of the Executive Council and senior management employees and benchmarking with other companies. inter alia. transmission and transposition. Review the human resource policies and processes for continuous improvement in tune with the company's values. Unnikrishnan. Meher Pudumjee. 4. Dr. non-receipt of dividend. lay down funds deployment policy and monitor that investments are made in accordance with the policy. resolve complaints to the satisfaction of the investors. Unnikrishnan. Pheroz Pudumjee and M. Succession planning of senior management employees within the company. As per the certificate issued by the RTA. The committee usually meets once a month to review the activities of the RTA. The mandate of this committee is to review the treasury operations. Necessary action is normally taken within ten days from the date of receipt of the communication. delegated powers to the RTA to approve share transfer. ethics. 46 complaints were received from shareholders / investors during the financial year ended March 31. Company Secretary is the Compliance Officer. non-receipt of share certificates. the company's Registrar and Transfer Agent (RTA) and also recommends measures for overall improvement for better investor services. Advise on formulation of policies to enhance employee engagement. Review the ratio of women employees in the company and advise on methodology to increase the percentage. During the year. H. Share Transfer and Shareholders' Grievance Committee The investors' grievance committee under the nomenclature Share Transfer and Shareholders' Grievance Committee comprises three members. the committee reviewed the requirement of availing working capital facilities. Meher Pudumjee (chairperson). von Massow (chairman). 7. The committee reviews the performance of Karvy Computershare Private Limited. Review compensation trends across the sector. D. approve share transfers to reduce the lead-time for processing transfer of shares lodged. 2011 and December 21. 3. Any other matter that may be referred by the Board from time to time or as may be necessary for compliance with the Listing Agreement. 5. Procedure of share transfer The Board has empowered the committee to. inter alia.500 equity shares. During the year the RTA processed 7 physical transfers comprising 5. growth plans and market advancement for improved performance management system. E. C. Review the identified job talent and their career/retention strategies.

CG Holdings Belgium N. Advising WOS on matters that create charge/expense of a permanent or long-term nature. Reviewing of business operations and strategy implementation of new ventures/ businesses. von Massow holds directorships in Crompton Greaves Limited.H. Disclosure regarding appointment or reappointment of a director In terms of Clause 49 (IV) of the Listing Agreement.. Valentin A. The committee met once during the financial year on June 6. von Massow Dr. including product and service liabilities. He has a Diploma Engineer degree in Agriculture and a Ph. Pheroz Pudumjee (chairman). Tapan Mitra and M. Half-yearly review of the financial statements with the management. Valentin A. 46 . since 1993 as Vice-President and Director. governance and internal audit approach to monitor operations of overseas subsidiaries.. B. Agrosolar GmbH & Co. iii) OTHER DISCLOSURES RECOMMENDED BY SEBI A. 5.V. Solarlite GmbH and Ritterschaftliches Kreditinstitut Stade. Subsidiary Companies The company has six non-listed Indian subsidiaries. The purpose and powers of the committee are to: t ensure corporate governance in the operations of the overseas Wholly Owned Subsidiaries (WOS). of the listed holding company and its subsidiaries. ADAS Group (UK). and in particular. In terms of Clause 49 (III) of the Listing Agreement. 2011 where all members were present. Reviewing compliance with laws of the state/ country of the WOS including laws on labour. The Audit Committee reviews the financial statements. 55. He does not hold any shares of the company. The key terms of reference of this committee. t seek information and reports. International Investment Committee The committee comprises three members. F. none of these subsidiaries is a 'material non-listed Indian subsidiary'.D.The committee met twice during the financial year 2011-12 on April 30. safety and environment. S. K. 2011 where all the members were present. During his tenure as Managing Director of BCG India. He is a Non-executive Director of the Board of Crompton Greaves Limited and of other European companies in the renewable energy. von Massow is also a Chairman of the Strategic Business Development Committee of the company. The committee also reviewed systems. including financial statements from the management and investigate any activity within its responsibility. Dr. 4. Germany. The summary of minutes of Board meetings of the subsidiary companies are circulated to the Board of Thermax Limited along with agenda papers and the minutes are tabled at the Board meeting. in Agricultural Economics (both with distinction) at Georgia Augusta University in Gottingen. whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively. processes. Overseeing the subsidiaries' financial reporting process and the disclosure of its financial information to ensure integrity and credibility. assigned by the Board encompasses: 1. information of directors who are being appointed or reappointed at the ensuing Annual General Meeting is given below: Dr. is a German national and resident of UK. 6.H. he had worked with the company for its turnaround and growth strategy.G. Reviewing with the management the adequacy of internal control systems including management information system. agriculture and environment sectors and serves on the Board of Trustees of the Worldwide Fund for Nature (WWF) in UK. Reviewing human resources development and staffing. von Massow. 3. Unnikrishnan. 2. He worked with Boston Consulting Group (BCG) from 1986 to 2005. 2011 and October 20. the investments made by the unlisted subsidiary companies. in the immediately preceding accounting year. Dr.

U. Mr. A Mechanical engineering graduate from the Regional Engineering College. – ICICI Knowledge Park – IKP Centre for Technologies – in Public Health Dr. – Vyome Bioscience Pvt. Audit Committee-Member Hindustan Unilever Ltd. Europe and USA with over 60. During the period. Mashelkar. Wisconsin and Delhi. is the Managing Director of the company since July 1. Mashelkar does not hold any shares in the company. Remunerationcum-Compensation Committee-Member Audit Committee -Member KPIT Cummins Remuneration Infosystems Ltd. Presently. He has also worked with the EID-Parry group for a period of 5 years as the Head of its Engineering business and with Terrazzo Inc. Unnikrishnan is the Chairman of CII's National Committee for Capital Goods & Engineering since 2011. Unnikrishnan began his career with Thermax as a trainee engineer in the year 1982. Mr. Twenty-six universities have honored him with honorary doctorates. he has headed the Waste Management and Absorption Cooling divisions of Thermax. Raghunath A. He is a Member of the Development Council appointed by the Ministry of Heavy Industries and Public Undertaking. Mr. one of them for the niche area of supercritical boilers. is a Director of the company from January 29. Unnikrishnan is a Member of the following Board appointed committees of the company: Chairmanship/ Membership Borrowing & Investments Committee Member International Investment Committee Member Share Transfer & Shareholders' Member Grievance Committee Strategic Business Development Member Committee Committee 47 . He was the President of Indian National Science Academy (INSA). He also co-chairs FICCI's National Committee for Capital Goods & Engineering. which include Universities of London. Dr. U. Nagpur. He rejoined Thermax as General Manager in 1997. He has a Ph. Mashelkar is only the third Indian Engineer to have been elected as Fellow of Royal Society (FRS).S. He is also the President of Global Research Alliance. It also positioned itself as a leading supplier of power systems and equipment through two joint ventures. The President of India honored him with the Padmashri (1991) and Padmabhushan (2000). Government of India since 2009. in recognition of his contribution to nation building. in Chemical Engineering. Thermax grew to be a billion dollar company in 2010-11. Mashelkar has won over 50 awards and medals from several bodies for his outstanding contribution in the field of science and technology. Since then. Committee-Member Piramal Healthcare Ltd. 2008. – Reliance Gene Medix PLC. London in the twentieth century. 2007. Dr.D. Under Mr. Dr. Thermax extended its reach through two acquisitions in Europe. He has also led the human resource function of the company and spearheaded the transformation initiative of the company. 51.st 31Annual Report 2011-2012 Thermax Limited Dr.E between 1992-1997 as its Assistant General Manager. a network of publicly funded R&D institutes from AsiaPacific. Unnikrishnan's leadership. Audit & Risk Committee -Member Sakal Papers Ltd.000 scientists. Mashelkar Dr. S. In 2000. 69. Salford. Raghunath A. he is a National Research Professor at National Chemical Laboratory. with an Advanced Management Program graduation from the Harvard Business School. Audit Committee-Member Tata Motors Ltd. Unnikrishnan M S Unnikrishnan. Ltd. an eminent engineering scientist. Mashelkar holds directorship and is also Chairman/ Member of committees of the following companies: Chairmanship(s) and membership(s) of committees Reliance Industries Ltd.A. Pretoria. Pune. Dr. Directorships M. Mashelkar was the Director General of the Council of Scientific and Industrial Research (CSIR) for over eleven years. he became a member of the newly formed Executive Council.A.

This Code is also posted on the company's website. Disclosures 1.m. minimise. during the reporting period of last three years. To promote ethical conduct and maintain high standards in carrying out business transactions of the company. 2. Mr. Baner Road. including social initiative comprising CSR activities.30 a. There were no instances of non-compliance by the company or penalties.com provides comprehensive information of the company's business portfolio. 2. a Code of Conduct has been laid down for procedures to be followed by Board members and the senior management employees. Raj Bhavan Complex.Member intervals.m. individual communication of half yearly results is not being sent to the shareholders. MDC (Auditorium) Building. The Audit Committee reviews these transactions. strictures imposed on the company by stock exchanges or SEBI or any other statutory authority on any matter related to capital markets. 2011 11. Unnikrishnan does not hold any shares in the company. Related party transactions during the year have been disclosed as part of Accounts as required under Accounting Standard 18 issued by The Institute of Chartered Accountants of India.m. Reminders for unpaid /unclaimed dividend are sent to the shareholders every year. The company also sent a soft copy of its quarterly and half-yearly results to the shareholders of the company at their email IDs available with the company. 2012. Pune – 411007 as under: Financial Year 2008-2009: 28th AGM 2009-2010: 29th AGM 2010-2011: 30th AGM Date Time July 21. C.Mr. 2009 11. Annual General Meeting The last three Annual General Meetings of the company were held at Yashwantrao Chavan Academy of Development Administration. Thermax Onsite Energy Solutions Ltd. 3. The company's corporate website www. Thermax SPX Energy Technologies Ltd. July 22. report and review business and process related risks at pre-defined 48 . 2010 11. Management Discussion and Analysis forms part of the annual report. Means of Communication 1. Similarly. Transcripts of teleconferences with analysts are also available on the website of the company. Thermax Sustainable Energy Solutions Ltd. E. 4. July 21. 4. As the company publishes the quarterly and halfyearly financial results in prominent English and regional language newspapers and also displays the same on its website.30 a. This framework has been reviewed by the Board to assess control mechanism for risk evaluation and mitigation. Quarterly and half yearly financial results are available in downloadable formats for investor's convenience.thermaxindia. The declaration of the Managing Director is given as an annexure. Unnikrishnan holds directorship and is also Chairman/Member of committees of the following companies: Directorships Chairmanship(s) and membership(s) of committees – – – Audit Committee . there is no proposal to pass any special resolution through postal ballot for the ensuing AGM. Thermax Babcock & Wilcox Energy Solutions Pvt. D. Ltd. The company has prepared a risk management framework to identify.30 a. 3. Postal Ballot No special resolution was passed during the last year that required approval through postal ballot. 5. All Board members and senior management employees have affirmed adherence to the Code for the financial year ended March 31.

Book Closure Date The company's Share Transfer Books and Register of Members of equity shares shall remain closed from July 16. as on March 31. the company has adopted a Code for Prevention of Insider Trading. 2012 February 2. Latest press releases and presentation of the chairperson's speech at the Annual General Meeting submitted to the Stock Exchanges are also available on the company's website for the benefit of public at large. 2012.m. 2013 C. 2012 January 31. Venue : ‘Symbiosis’ Viman Nagar Campus (Auditorium). 231/3A. The objective of the code is to restrict an insider from dealing in the shares of the company either directly or indirectly when in possession of unpublished price sensitive information. Pune . to determine the shareholders entitled to receive dividend for the year ended March 31. 2012 (both days inclusive).com as e-mail IDs for investors' service. New Airport Road. The code enumerates the procedure to be followed for dealing in the shares of the company and periodic disclosures to be made. D. Vimannagar. Company Secretary has been designated as the Compliance Officer. Year ended During May. 49 . 2012. 2012 F.30 a. Financial Calendar The financial results for the Financial Year 2011-12 were announced on: As indicated Actual date Quarter ended June 2011 July 22. 2012 to July 26. Survey No. 2012 October 30. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). iv) SHAREHOLDER INFORMATION A.st 31Annual Report 2011-2012 Thermax Limited 6. 2012 at 11. 2011 Quarter ended October 20.. 2011 October 20.com and cservices@thermaxindia. Code for Prevention of Insider Trading Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 1992. 2012 March 2012 For the year 2012-13 the indicative announcement dates are: Results for the quarter ended June 2012 Results for the quarter ended September 2012 Results for the quarter ended December 2012 Results for the year ended March 2013 July 26. 2011 July 22. Custodial fees to Depositories: The company has paid custodial fees for the year 2012-13 to National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) on the basis of number of beneficial accounts maintained by them. 7. The code is applicable to the directors and designated employees / persons associated with the company. 2011 September 2011 Quarter ended December 2011 February 2. B. The company has designated igkcpl@karvy. Listing The company's shares are listed on two stock exchanges viz. 31st Annual General Meeting Date and Time : July 26. 2012 May 11. The Dy. The company has paid listing fees to both the Stock Exchanges for the year 2012-13. It also restricts the insiders from dealing in the company's shares during the period when the 'Trading Window' is announced closed.411 014. 2013 During May.

insurance companies.00.29.73 0.43.500 7.BSE 6 7 8 Month April 2011 May 2011 June 2011 July 2011 August 2011 September 2011 October 2011 November 2011 December 2011 January 2012 February 2012 March 2012 High 720.00 579.17 13.79 F.858 11.3000 3001 .80.60.68.00 Categories of equity shareholders as on March 31.50 569.20 461.86.00 439.56.16 0.98 1.NSE MKT QUOTE .00 406.34 0.12. 17 to 24.75 0.002 3.20 0.712 9.05 388.38.00 639.24 0.65 562.995 Total (A)+(B) 50 . Shareholding Pattern Distribution of equity shareholding as on March 31.2000 2001 .91. BSE Ltd.28.990 8.75.90 509.00 571.50 Low 605.4000 4001 . The share certificate(s) is/ are duly transferred and despatched within a period of 15 to 20 days from the date of receipt.18 0.70 475.50 High 720.44 0.528 2.922 4.00 Low 605.1000 1001 .00 407.06.78 3.500 501 .90 503.91.56. Stock Data MKT QUOTE .02 100.481 23. Thermax EQ International Equity Shares Security Identification No.70 11.221 7.25 0. 2012 Sr.80 475.797 1.00 638.00 547.NS For price on BSE THMX.305 7. of % of shares held shareholding Total shareholding of promoters (B) Non-Promoters’ holding 1 Mutual Funds. financial institutions. etc.E.99 53. banks.00 392.90 439.00 460.26. Share Transfer System The company's shares are traded on the stock exchanges only in electronic mode.53.84 11.94 0. (CIN) Physical – 411 Demat – 500411 INE 152A01029 transfer by the company or its Registrar and Transfer Agent in physical mode are processed and all valid transfers are approved.05 422.75 462.66 93.23420814 E-mail ID for redressal of grievances of shareholders / investors: igkcpl@karvy.88.00 421.40 493.00.BO Corporate Identification L29299PN1980PLC022787 No.00 622.40 0.00 556. Vittalrao Nagar. Registrar and Share Transfer Agent Karvy Computershare Private Limited Plot No.00 380.00 479.90 540.00 620.058 39.04 1.17.02.99 61.09 38.805 6.300 10. Foreign institutional investors Corporate bodies Non-resident individuals Indian public & others G.00 547. Stock Codes Trading symbol at National Stock Exchange of India Ltd. of shares held 37.55.00 583.00 11.28 No.42. 2012 Category (A)Promoters’ holding 1 2 Individuals Corporate bodies 95.50 502. of share holders 37. Shares received for Total shareholding of public 4. I.976 100. Madhapur.300 100.00 569.5000 5001 .98 No.00 564.60 388.65 534.488 1.05.10000 10001 & Above Total No.90 476.00 663.00 462.00 2 3 4 5 H. No 1 2 3 4 5 Number of shares 1 .70 509. Hyderabad – 500 081 Telephone: 040 .01.217 577 159 81 64 111 279 % 93.81 0.870 2.331 1.525 % of share holding 3.10 568.00 663.com 1.23420818 / 828 Fax: 040 .67.00 570.56. (ISIN) in NSDL and CDSL Reuters RIC For price on NSE THMX.70 499.

405 13.st 31Annual Report 2011-2012 Thermax Limited Shareholding Pattern as on March 31.17% K. SBI Mutual Fund Magnum Tax Gain 1993 LIC of India Market Plus 1 Growth Fund Pinebridge Investments Asia Limited A/c Pinebridge Amansa Investments Ltd. 51 Dec-11 Mar-12 Jun-11 Apr-11 Jul-11 Aug-11 Oct-11 .829 9.HDFC Tax Saver Fund Number of % of shares held shareholding 25. 2012 Indian Public & Others 13.98% 11.951 9.50. HDFC Trustee Company Limited . April 1.00.94% NRIs.16 0.09% Domestic FIs / Mutual Funds.20 1.98.222 10.87 0.626 16. Stock Performance 150 Thermax share price vs NSE Nifty & BSE Sensex 125 100 75 50 25 0 Jan-12 Feb-12 May-11 Nov-11 Sep-11 Market Quote Nifty Sensex NOTE: The company's share price and indices have been indexed to 100 as on the first working day of the financial year 2011-12 i.03.84 0.000 0.74% of the total equity. 10. 1.439 shares have been dematerialised as on March 31.50. 2012 which account for 93.281 2.18.00. 2012 are as under: Name of shareholder Life Insurance Corporation of India Franklin Templeton Investment Funds Morgan Stanley Mauritius Company Limited Matthews India Fund Reliance Capital Trustee Co.11 1.92 0.188 14.71 J.84% Promoters 61.41. 8. Ltd.76 Foreign Institutional Investors 11.e.128 11.01. A/c Reliance Div.76 0. 2011.16.011 10.98% Corporate Bodies. Top ten shareholders under non-promoter category as on March 31. Details of Dematerialisation The company's equity shares are under compulsory demat trading for all categories of investors. 0.78.38 1.25.

Wakdewadi. Aga Road. Shareholders holding shares in dematerialised form should address their queries such as change in bank account details.125. address. Village Dhrub. Dist. Mundra SEZ Survey no-169. Gujarat. Shareholder Rights Quarterly and half yearly statements are being published in newspapers. The chairperson is also allowed reimbursement of expenses incurred in performance of her duties. C. MIDC Industrial Area. 21/1-2-3.com V)NON-MANDATORY REQUIREMENTS The company has adopted part of the non-mandatory code of corporate governance recommended under Clause 49 of the Listing Agreement. Email: cservice@thermaxindia. D. A. Presentations. Taluka . Gujarat.Khalapur.Savli. D. inter alia.391775. D-1 Block. management structure. Maharashtra. Plant Locations Pune D-13. Thermax House. Aga Road. of their role.410206. Thermax Limited. whose address has been provided at (G) above.411 003. cover business strategies. Vadodara . Dist. Raigad . Taluka . 52 M. They comprehend basic financial statements. Queries relating to the Annual Report may be addressed to: The Dy. B. Karvy Computershare Private Limited.Khed. Address for correspondence Investors should address their correspondence to the company's Registrar and Transfer Agent. where the directors get an opportunity to interact with senior managers. The chairperson's office is maintained at the company's expense. Pune . quarterly and annual financial results.411 019. Maharashtra. Dist. which is equipped with all required facilities. etc. Bharuch. Mumbai-Pune Road. They are aware and are also updated as and when required. Gujarat. Maharashtra. Presentations are made regularly to the Board and Audit Committee. Pune . Jhagadia Industrial Estate. R. Chinchwad.393110. .411 019. Chinchwad. nomination.. Audit Qualification It is always the company's endeavor to present unqualified financial statements. budgets. Maharashtra. Pune . to their respective Depository Participants (DPs). Paudh At Paudh. etc.Mundra. At post Rohakal . Savli Plot no. Jhagadia. Training of Board Members All Board members have enough experience in the company as well as in other companies. operations of subsidiary companies. 2012. GIDC.410501. review of internal audit reports. There is no audit qualification in the company's financial statements for the year ended March 31. Taluka . R. Pune . Khed Gat No.370421.L. 14. Taluka . MIDC Industrial Area. responsibilities and liabilities. GIDC Manjusar. risk management framework. Company Secretary. Crusher Road. Dist. Jhagadia Plot No 903/1. treasury and forex management. Kutch . HR policies. Dist. Post Mazgaon.

payment of dividend. minutes of meetings. the company substantially adheres to these standards voluntarily. forfeiture of shares and Board's report. affixing of common seal.com on which an employee can report or send a written complaint to the Chairperson or the Managing Director. established by the Central Government. 4. maintenance of registers and records. 3. Government of India. which not only serve as a benchmark for the corporate sector but also help them in achieving the highest standard of corporate governance. The total of the shares held in NSDL.st 31Annual Report 2011-2012 Thermax Limited Independent directors interact with the company's senior management employees i. The management is taking efforts to review its corporate governance parameters from time to time in the context of the other recommendations under the Guidelines for appropriate adoption. general meetings. has issued Secretarial Standards on important aspects like board meetings. The audit confirms that: 1. viii)CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009 The Ministry of Corporate Affairs. internal controls or disclosure practices of the company. vii) OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA The Institute of Company Secretaries of India. vi) RECONCILIATION OF SHARE CAPITAL AUDIT As stipulated by SEBI. auditing. The company's RTA has the adequate software to monitor the compliance system. keeping in view the objective of encouraging the use of better practices through voluntary adoption. The company has assigned e-mail ID tlgovernance@gmail. transmission of shares and debentures. Business Unit (BU) and Strategic Business Unit (SBU) Heads and such interactions happen during Board and committee meetings and even during the Board Retreat which usually takes place once a year. The company's practices embrace the elements of the Guidelines substantially. passing of resolutions by circulation. a qualified practicing company secretary carries out share capital audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. CDSL and in the physical form tally with the issued / paid-up capital. 2. The dematerialisation requests have been confirmed within 21 days and there has been no delay beyond the stipulated time-frame.e. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. Unclaimed Dividend Unclaimed dividend for the years prior to and including the financial year 2003-04 has been transferred to the General Revenue Account / the Investor Education & Protection Fund (IEPF). Although these standards are recommendatory in nature. as applicable. ix) SHAREHOLDER REFERENCE A. D. There has been no change in the share capital of the company. Shareholders who have not encashed their dividend warrants relating to financial year(s) upto and including 1994-95 may claim such 53 . has issued the Corporate Governance Voluntary Guidelines 2009. This audit is carried out every quarter and report thereon is submitted to the Stock Exchanges. one of the premier professional bodies in India. Whistle Blower Policy The Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the company's Code of Conduct or complaints regarding accounting. The Register of Members is updated.

59. C. 10 each as bonus shares aggregating to Rs.15 0. 1956. 2012 (Rs. Please note that the unclaimed dividend for the financial year 2004-05 and pro-rata dividend on RPS for financial year 2005-06 are due for transfer to IEPF later this year as detailed above.51 30.51 40.07.2018 2005-06 2005-06 2006-07 2006-07 2007-08 2008-09 2009-10 2010-11 Final (pro rata) Final Interim Final Final Final Final Final 26. • Any change in their address / mandate / bank details etc.085 15.07.2014 30. Permanent Account Number Securities and Exchange Board of India has made it mandatory for every participant in the securities/ capital market to furnish Permanent Account Number (PAN) issued by the Income Tax Department.62.07.08. in the prescribed form.08. Account Number and MICR Code (9 digit).2013 18.08.64. The shares were allotted on September 22.2005 Equity: RPS* : 28.2005 20. if remains unclaimed for seven years.08.808 9.2008 21. Once unclaimed dividend is transferred to IEPF. which has been transferred to the General Revenue Account.2010 22.16 0.7 crore in the ratio of two RPS for every equity share held. duly attested.92 40.15 0. Account Type.919 6.08.2014 27. all shareholders are required to submit their PAN along with a photocopy of both sides of the PAN card.86 0. Letters have been sent by the company to the shareholders concerned advising them to lodge their claim with respect to such unclaimed dividend.09. PMT Building.106 0. Deccan Gymkhana. 3rd Floor. Bank details Shareholders holding shares in physical form are requested to notify / send the following information to the Registrar and Transfer Agent of the company: 54 . Crore) Unclaimed dividend as on March 31.47.03.2007 22.33 59.110 9.57 107. Bank Name.98 95.08. Branch Name. no claim shall lie in respect thereof.972 4.07.07.14 0. will be transferred by the company to the IEPF in accordance with the provisions of Section 205C of the Companies Act.57 59.20 0.07.15 0.2006 13.466 12.82.2011 RPS* : * RPS = 6% Redeemable Preference Shares The company had issued RPS of face value Rs.2017 27.60 2.13 0. in case the same has not been furnished earlier and should include the following particulars namely. B.15 31.11 Due for transfer to IEPF on 2004-05 Final 26. 2005 at face value.2012 56.07.2016 26. • Particulars of the bank account in which they wish their dividend to be credited.20 0.04.24 31. This form can be downloaded from the company's website www.2007 25.262 5.376 % 0.08. Pune – 411 004. Financial year Dividend Date of declaration Total dividend amount (Rs.2015 27.2009 21.) 3.66.07.274 18.2012 30. from the Registrar of Companies.thermaxindia. Dividend for the years noted above.com under the section 'Investor Relations'.08. 2003 and were redeemed on July 26.dividend. Accordingly.07.08.

by Notary Public/ Gazetted Officer/ Bank Manager under their official seal and stating their full name. D. • Members holding shares of the company in DEMATERIALISED (electronic) form are requested to intimate all changes pertaining to their bank account details. To avail of the ECS facility the mandate form should be sent by post or hand delivered to the company's Corporate Office or its Registrar and Transfer Agent so as to reach before commencement of the book closure date i. nominations. address and folio no. Pune: May 11.. I hereby declare that all the Directors and senior management employees have affirmed compliance with the Code of Conduct adopted by the Board. Unnikrishnan Managing Director 55 . • Members holding shares in PHYSICAL FORM and desirous of availing this facility are requested to send their details in the ECS mandate form. 2012. E. 1956 to the company's Registrar and Transfer Agent.e. S. ECS mandates. The ECS mandate form may be collected from the company's Corporate Office or its Registrar and Transfer Agent or may also be downloaded from the company's website (www. July 16. Nomination facility Shareholders holding shares in physical form and desirous of submitting / changing nomination in respect of their shareholding in the company may submit Form 2B (in duplicate) as per the provisions of Section 109A of the Companies Act. to the company or its Registrar and Share Transfer Agent.st 31Annual Report 2011-2012 Thermax Limited Shareholders with shareholding in physical form are requested to send a copy of the PAN card of all holders (including joint holders) duly attested. ANNEXURE To the Shareholders of Thermax Limited Sub: Compliance with Code of Conduct The company has adopted a Code of Conduct which deals with governance practices expected to be followed by Board members and senior management employees of the company. power of attorney. Changes intimated to the DP would be downloaded and updated in the company's records for disbursement of dividend or any corporate benefits.e.com). Shareholders holding shares in electronic form are required to furnish their PAN details to their Depository Participant with whom they maintain their account along with the documents as required by them. to their Depository Participant (DP) only and not to the company or its Registrar and Transfer Agent. Electronic Clearing Service (ECS) Facility The company pays dividend through ECS i. change of address/name etc. by crediting the shareholders' bank account directly. 2012 M.thermaxindia.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Thermax Limited. 2012. adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. The compliance of conditions of Corporate Governance is the responsibility of the management. we certify that the company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement. 2012 56 . Mahajani Partner (Membership no. We have examined the compliance of conditions of Corporate Governance by Thermax Limited.P. For B. It is neither an audit nor an expression of opinion on the financial statements of the company. for the year ended on March 31. K. Our examination was limited to procedures and implementation thereof. as stipulated in Clause 49 of the Listing Agreement of the said company with the stock exchanges. No : 105102W H. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. In our opinion and to the best of our information and according to the explanations given to us. Khare & Company Chartered Accountants Firm Regn. 30168) Pune : May 11.

Its relationship in regard to the company work should be professional and commercially appropriate. without the influence of personal interest. 5. Minimise any situation or action that can create conflict of interests of the company vis-à-vis personal interest or interests of associated persons and make adequate disclosures. The Board should act in the best interests of. as applicable. 9. regulations. Seek to comply with all applicable laws. regulations and standards (b) to incorporate environment friendly and protective measures as an integral part of the design. proprietary confidential information and resources are used by the company and its employees only for legitimate business purposes of the company. so that the obligations of this code are fulfilled. professionalism. for remuneration or otherwise. retrieval and dissemination of documents both in physical and electronic form. accept part time employment or a position of responsibility (such as a consultant or a director) with any other organisation. where necessary. 7. confidentiality obligations and corporate policies of the company. Conduct business in a responsible manner and commit to undertake: (a) compliance with environmental laws. Encourage reporting of a material violation of any laws. operation and maintenance of the company's facilities (c) encourage wise use of energy. 2. 57 . 3. 4. and exercise powers attached thereto in good faith and with due care and diligence. The senior management shall not. 11. and minimise any adverse impact on the environment (d) ensure health and safety measures for all the employees and workmen 10. The senior management shall have the primary responsibility for the implementation of internal controls to deter and detect fraud. production. rules or regulations applicable to the company or the operation of its business and ensure that the person reporting such violation is not aggrieved in any manner. and fulfill the fiduciary obligations to the company's shareholders. Fulfill functions of the office with integrity. The company shall have zero tolerance for the commission or concealment of fraud or illegal acts. 6. Comply with the terms of the Code of Conduct for Prohibition of Insider Trading approved by the Board of Directors and any other code that may be formulated from time to time.st 31Annual Report 2011-2012 Thermax Limited CODE OF CONDUCT for Directors and Senior Management 1. 8. without the prior approval of the Managing Director. whilst also considering the interests of other stakeholders. Establish processes and systems for storage. Ensure that the company's assets. The senior management will ensure that its dealings and relationships with business associates/customers are maintained in the best interest of the company.

The children from this centre took up a service project titled “Clean-up Mula Mutha river – nala ko nadi banayenge”. The school not only focuses on academic performance but also on holistic development. the Thermax Board of Directors have decided to increase the allocation of funds from 1% to 3% of profit. Considering the wide range of tasks to be undertaken. Thermax has partnered with the Pune Municipal Corporation (PMC). Adoption of Matoshri English Medium School TSIF Board has decided to fully fund another municipal school named Matoshri English Medium School from the academic year 2012-13. This school has 340 students. Ten employees from Thermax also volunteered for this hour long river cleaning drive. and has 480 students in the academic year 2012-13. and a student from 4th standard ranked 17th on the district merit scholarship list. the school has started a literature circle which has generated a lot of excitement and interest among the students. This school will see its first batch of students appear for the Board examination in 2013. which further strengthens society. This is also the first PMC English Medium School to have students appearing for the SSC Board Examination. Partnership with Akanksha Foundation Thermax continues to support two learning centres that benefit 88 students of the Akanksha Foundation. 58 . The students also visited the J W Mariott Hotel to be exposed to operations in the hospitality industry. EDUCATIONAL INITIATIVES K C Thackeray Vidya Niketan English Medium School The school has completed five years. This school was earlier directly managed by Akanksha and TSIF suported Akanksha to liase with the Government. has reached the 4th standard during the academic year 2012-13 and now has 360 students. through its CSR arm. Two 7th standard students ranked 28th & 32nd.REPORT ON CORPORATE SOCIAL RESPONSIBILITY Thermax strongly believes that education is the best enabler. The activities and achievement during the year 201112 is given below: To inculcate the habit of reading in the young minds. To bridge the inequity gap in education and improve the quality of education meted out to children. the Akanksha Foundation and Teach for India. Another student from 7th standard was selected for the Duke's Talent Identification Programme organised by Educational Initiatives Pvt. the Thermax Social Initiative Foundation (TSIF). talent is created and harnessed. Through education. Savitribai Phule English Medium School The school which began in 2008 with Junior and Senior KG. Ltd.

• This year 593 donors from Pune and the Savli factory participated in the blood donation camp supported by Sassoon Hospital. Thermax has tied up with Give India for pay roll giving programme. AFFIRMATIVE ACTION Thermax has been a signatory to the Confederation of Indian Industry (CII) code of conduct on affirmative action and has undertaken various steps to support this cause. 59 • 54 employees participated in the Pune Marathon organised on the theme. Poona Hospital. • To enable the employees to contribute financially.st 31Annual Report 2011-2012 Thermax Limited TEACH FOR INDIA The company is also involved in sharing its human resource to conduct sessions at the CII . Thermax raised Rs. Thermax has also recruited two more students from the 11th batch who will join the company in August 2012. Thermax sponsored and participated in the Trade Fair organized by Dalit Indian Chamber of Commerce and Industry (DICCI) along with CII in 2011.000. Thermax also encourages its employees below 35 years of age to be a part of the Teach for India program. DY Patil Medical Hospital.95. Thermax has become the Platinum Sponsor of TFI through its CSR arm. making it the company with the 3rd highest contribution.23. “Save the Girl Child”.ITI Aundh Finishing School. The 13th batch of 35 students from the SC / ST back ground benefited from the Thermax sponsored CIISymbiosis Finishing School. Apart from partnering with Teach for India (TFI). Through these centres. . There are around 1087 registered employees till date who have since its inception contributed over Rs. • Mumbai Marathon was held on 15th January and like previous years. EMPLOYEE INVOLVEMENT Thermax offers different opportunities for employees to participate or contribute to social initiatives: • Seven employees from Thermax regularly mentor adolescent children from the Akanksha centre. develop hygiene and healthy eating habits. approximately 50 slum children aged between 1 and 5 years benefit from a safe environment.80. TSIF. SSG Hospital Baroda and the Rotary Club of Pune Sports City. 9. The company takes care of the salary and the position of the employee for the entire two years of his /her deputation. Deenanath Mangeshkar Hospital. learn to share and be sociable.500 for Akanksha. CHILD DEVELOPMENT PROJECT TSIF has been supporting two daycare centers run and managed by Annapurna Mahila Mandal (AMM). One employee from the Boiler & Heating division of the company has completed his two year tenure with TFI and has rejoined the company. this year also Thermax was represented by two teams of 40 members.Yi . Interested employees can join TFI as a fellow for two years and after completing his /her tenure can rejoin the company.

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For B. Mahajani Place : Pune Date : May 11. on a test basis. An audit also includes assessing the accounting principles used and significant estimates made by Management. the said Accounts. and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. of the state of affairs of the Company as at 31st March 2012. 2012 Partner (Membership no. so far as appears from our examination of those books.Auditors’ Report To the members of Thermax Limited 1. On the basis of written representations received from the Directors. Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account. and taken on record by the Board of Directors. issued by the Central Government of India in terms of Section 227(4A) of the Companies Act. 2003. to the best of our knowledge and belief. These financial statements are the responsibility of the Company’s Management.P. of the cash flows for the year ended on that date. and In our opinion and to the best of our information and according to the explanations given to us. evidence supporting the amounts and disclosures in the financial statements. No. the Balance Sheet. In our opinion. and on the basis of such checks as we considered appropriate and according to the information and explanations given to us. the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) in the case of the Balance Sheet.K. 3. we give in the Annexure. as well as evaluating the overall financial statement presentation. As required by the Companies (Auditor’s Report) Order. Our responsibility is to express an opinion on these financial statements based on our audit. we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. in the case of the Statement of Profit and Loss. An audit includes examining. In our opinion. as on 31st March 2012. We have conducted our audit in accordance with auditing standards generally accepted in India. in the prescribed manner. Khare & Company Chartered Accountants Firm Reg. 1956 of India (the “Act”). Further to our comments in the Annexure referred to in paragraph 3 above: (a) (b) (c) (d) (e) We have obtained all the information and explanations which. 30168) 61 . together with the Notes thereon and attached thereto. We believe that our audit provides a reasonable basis for our opinion. (f) (iii) in the case of Cash Flow Statement. proper books of account have been kept by the Company as required by law. 4. give. 105102W H. and 2. a statement on the matters specified in paragraphs 4 and 5 of the said Order. of the profit for the year ended on that date. The Balance Sheet. were necessary for the purposes of our audit. Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211(3C) of the Act. which we have signed under reference to this report. We have audited the attached Balance Sheet of Thermax Limited as at 31st March 2012.

We have not. cess and other material statutory dues were outstanding at the year end. On the basis of our examination of records of inventory. pursuant to the rules made by the Central Government of India. excise duty. 1956 and are of the opinion that prima facie. no undisputed amounts payable in respect of provident fund. In our opinion and according to the information and explanations given to us. The inventory of the Company has been physically verified by the management during the year. including quantitative details and situation. to/from companies. In our opinion. 7. Excise Duty and Cess matters that have not been deposited on account of a dispute: 9. In our opinion the frequency of verification is reasonable. Further. (a) (b) The Company has maintained proper records to show full particulars. during the course of our audit we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures. Income-tax. are not applicable. the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material. for the period exceeding six months from the date they became payable. As the Company has not granted/taken any loans. for the purchase of inventory and fixed assets and for the sale of goods and services. Sales-tax. have generally been regularly deposited by the Company during the year with the appropriate authorities. wealth tax. the maintenance of cost records has been prescribed under Section 209 (1) (d) of the Companies Act. of its fixed assets. customs duty. Income-tax. Service tax. a substantial part of fixed assets has not been disposed off by the Company during the year. there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. and according to the information and explanations given to us. the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time as evaluated on the basis of quotations obtained from parties / prices charged by the Company in case of similar transactions during the year and considering that having regard to certain items purchased / sold are of a special nature in respect of which suitable alternative sources do not exist for obtaining comparative quotations in general. secured or unsecured to/from companies. (b) (c) 62 . Excise Duty. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year and the discrepancies noticed have been properly dealt with in the books of account. (a) On the basis of our examination of the books of account. the Company’s present internal audit system is commensurate with its size and nature of its business.. firms etc. We have broadly reviewed the books of accounts maintained by the company in respect of product where. In our opinion and according to the information and explanations given to us. the undisputed statutory dues in respect of Provident Fund. secured or unsecured. Cess and other material statutory dues as applicable. however. Wealth tax. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us. (c) 3. listed in the register maintained under Section 301 of the Act. Wealth tax. in our opinion. Custom Duty. 4. As at 31st March 2012. 8. Service tax. made a detailed examination of the records maintained as aforesaid. sales tax. paragraphs 4(iii)(a) to (g) of the Order. In our opinion. In our opinion.Annexure to the Auditors’ Report (Referred to in paragraph 3 of our report of even date) 1. Employees’ State Insurance. The Company has neither granted nor taken loans. firms or other parties covered in the register maintained under Section 301 of the Act. Customs Duty. The Company has not accepted any deposits under the provisions of Sections 58A and 58AA of the Act and the rules framed there under. the prescribed accounts -and records have been made and maintained. the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. employee’s state insurance. service tax. we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. the following are the particulars of disputed dues on account of Sales-tax. Investor Education and Protection Fund. in our opinion. (b) 6. 5. according to the records of the Company and the information and explanations given to us. income tax. According to the information and explanations given to us. (a) (b) (c) 2.

we have neither come across any instance of fraud on or by the Company.34 0. 19. 13.03 0.18 0.01 0. in our opinion. Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company. 0. in our opinion. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. The Company has neither accumulated losses as at 31st March 2012.15 0. the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.02 0. 12.28 0.85 0. 18.14 0. the Company has maintained proper records of transactions and contracts during the year and timely entries have been made therein. 16. However. 14.00 1. the terms and conditions on which the Company has given counter guarantees / corporate guarantees on behalf of its subsidiaries to the banks during the year. For B.84 1. The Company has not raised any money by public issue during the year.Name of the statute Nature of dues Amount under dispute not yet deposited (Rs.1994) ESI Act . such securities have been held by the Company in its own name. Hamal. are not prima facie prejudicial to the interest of the Company. considering the nature of activities carried on by the Company during the year. 17.60 0. nor has it incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year. either noticed or reported during the year. 15. Khare & Company Chartered Accountants Firm Regn. Based on our audit procedures and on the information and explanations given by the Management. Further. Mahajani Partner Membership No.r.46 0.34 0.02 0.P. 30168 63 .24 High Court 10. Mum ESI Court High Court Commissioner (Appeals) Custom Act.K.70 0. In our opinion and according to the information and explanations given to us. in our opinion.97 0. debentures and other securities. 11.01 0. Crore) 0.90 1.34 0. 21. 2012 H.82 0. 1944 Excise dutyl including interest and penalty as applicable Appellate Authority -upto Commissioner’s level Tribunal Supreme court Appellate Authority -upto Commissioner’s level CESTAT.02 0. The Company has not taken any term loan during the year.02 3.23 1. In our opinion. interest and penalty as applicable Income Tax including interest and penalty as applicable Income Tax Act. the Company is not a dealer or trader in securities.02 3. 20.03 0.t.& other Manual Workers Act 1969 Work of Mathadi nature carried out by unregistered workers w.31 0. applicability of the Mathadi Act.07 0.05 11. No debentures have been issued by the the company during the year. Based on the information and explanations given to us. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India.105102W Place : Pune Date : May 11.16 0.80 2.20 0.43 2.41 0.1961 Maharashtra Mathadi.37 Period to which the amount relates Forum where the Dispute is pending Central Sales TaxAct and local sales tax Acts(Including works contract) Sales tax including interest and penalty as applicable 1992-93 2000-01 2001-02 2003-04 2004-05 2004-05 2006-07 2007-08 2008-09 2009-10 2003-04 2003-04 2003-04 2004-05 2001-02 2006-07 2000-01 2001-02 2002-03 2003-04 2004-05 2003-04 2009-10 2001-02 2003-04 2005-06 2006-07 2008-09 2007-08 2001-02 2006-07 1997-98 2005-06 2003-04 2005-06 1989-91 1989-91 1987-89 2008-09 to 2012-13 & 2007-08 to 2010-11 2008-09 Appellate Authority -upto Commissioner’s level Tribunal High Court The Centra Excise Act.00 0. 1962 Service Tax (Finance Act.92 5. 1948 Custom duty including interest and penalty as applicable Service tax including interest and penalty as applicable Dues. the Company has not defaulted in repayment of dues to any financial institution or bank or to debenture holders as at the balance sheet date. The Company has not granted any loans and advances on the basis of security by way of pledge of shares.22 0. in respect of transactions relating to investment in certain securities.04 3.05 0. No. nor have we been informed of such case by the Management. funds raised on short term basis have not been used for long term investments.

86 29.08 20. 30168 Pune.12 458.28 48. Current Assets a. Short-term Borrowings b.Balance Sheet as at March 31.08 169. Deferred Tax Liabilities (Net) c. P. Cash and Cash Equivalents e.73 260. Reserves and Surplus Note No As at March 31.45 282.52 11 12 13 2. May 11. 2012 Particulars I.97 30. Current Liabilities a. Current Investments b.44 1016.17 595. Other Current Assets 14 15 16 17 18 19 201. Other Current Liabilities d.69 183. Mahajani Partner Membership No. 2012 Rs. Crore As at March 31.96 45.22 1245.59 259. Non-current Liabilities a.73 TOTAL The notes are an integral part of these financial statements. As per our report of even date For B. 2012 64 .91 26. Crore 1 2 23. May 11.66 143.13 11.12 2657.73 2323.32 961. Long-term Borrowings b. Chartered Accountants Firm Reg. Long-term Loans and Advances d.72 279.36 895. Share Capital b. Non-current Investments c.07 31.51 1292.97 350.52 2. Company Secretary Pune.15 102. Unnikrishnan Managing Director Devang Trivedi Dy.02 3969.71 471. Shareholders’ Funds a.72 2306. Other non-current Assets 10 498.98 21.04 844.75 14. K.79 32. Short-term Provisions 6 7 8 9 166.33 972.35 1601.34 0. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. 2011 Rs.86 3630. S.63 569. No.02 3.00 1056.90 3630.83 41.58 2913.73 TOTAL II ASSETS 1.11 492.75 158. Fixed Assets i Tangible Assets ii Intangible Assets iii Capital Work-in-Progress b.18 23.53 3969. 105102W H.83 1268.83 1577.55 1154. Inventories c. Short-term Loans and Advances f.08 22. EQUITY AND LIABILITIES 1.00 245. Trade Receivables d. Non-current Assets a. Other Long-term Liabilities 3 4 5 0. Khare & Co. Trade Payables c.

Company Secretary Pune. May 11.88 (3.90 – 600.79 4362.90 3289.15 34.VI) VIII Extraordinary Items IX X Profit before tax (VII.36 155.85) 406.86 44 34.Statement of Profit and Loss for the year ended March 31. As per our report of even date For B.33 532. [Equity Shares of Rs. May 11.09 2.38) 387.36 83.65 600.42 Profit (Loss) for the period (IX .VIII) Tax Expense: 1.06 21 70.53 5304. 2/. Khare & Co.19) (2. 2012 Rs.18 43.43 6.70 – 572.70 – 572. K. Chartered Accountants Firm Reg.15 (187. 2012 65 .90 – 600.55 Year Ended March 31.Rs. Crore 5442.49 I Revenues from Operations (Gross) Less : Excise Duty Revenues from Operations (Net) 20 II III IV Other Income Total Revenue (I+II) Expenses : Cost of Materials Consumed Purchases of Stock-in-Trade Changes in Inventories Employee Benefits Finance Costs Depreciation and Amortisation Other Expenses Total Expenses 22 31.36) (2.59 138.79 572. No. Mahajani Partner Membership No. P.64 2. Basic 32.X) XII Earnings per equity share (EPS) .70 V VI Profit before exceptional and extraordinary items and tax (III-IV) Exceptional items VII Profit before extraordinary items and tax (V .09 32.d 23 24 25 10 26 3528.86 4852. 30168 Pune. 105102W H.95 651. 2012 Particulars Note No Year Ended March 31. 2. S.22 144.88) 368. Crore 4997.13 4935. Diluted The notes are an integral part of these financial statements.92) 382. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. 2011 Rs. XI Current tax Deferred tax 4 (191.20 141.each] 1.55 46.86 4773. Unnikrishnan Managing Director Devang Trivedi Dy.49 5374.53 (14.

01) 1.80) – 342.85 (378.99) (6.62) 53.64 (39.70 2010-11 Add Adjustments for Depreciation Amortisation of deferred revenue expenses Net Provision for Doubtful Debts Interest (expense) Lease rentals Paid Leave Encashment Provision 14.22) 0.80) 3.92) 388.01 (0.09 48.75 Adjustments for Trade and other receivables Inventories Trade payables Contract in Progress Cash generated from operations (Before Extra Ordinary Items) (425.64 (46.55 0.79) (2.58) (1054.54 (155.50) (55.21 342.71) 232.50) 604.27 (0.15) 43.33 Less Adjustments for Interest / Dividend / Brokerage Income (Profit) / Loss on sale of Investment (Profit) / Loss on sale of assets Provision for Long Term Investments written back Operating profit before working capital changes (62.82) (35.64 112.90 572.31) 174. Crore 2011-12 A Cash Flow from Operating Activities Net profit before tax 600.95) 284.37 66 .99 (179.01 4.85 (168.70 Adjustment for Extra Ordinary Items Amount payable under out of court settlement Cash generated from operations Direct taxes paid Net cash from operating Activities B Cash Flow from Investing Activities Purchase of Fixed Assets (Net) Advance for Capital Expenditure Investments in Subsidiaries / Group Companies Purchase of other Investments Proceeds from sale of Investments Advance to Subsidiaries Interest / Dividend / Brokerage received Net cash from Investing Activities (105.25) (2.02 46.74) (829.83) 2.33) (88.25) 996.Cash Flow Statement Rs.15) 60.04 4.58 (188.60 – 565.04) (0.98 6.50) 1002.58 (1.06) (192.18 0.21 (4.71 (52.95 43.

86) 605.69 569. 30168 Pune.04) (5. S.71) (124. K. Unnikrishnan Managing Director Devang Trivedi Dy.08) (69. Crore 2011-12 C Cash Flow from Financing Activities Redemption of Preference Shares Proceeds from Borrowings Lease rentals paid Interest paid Dividend paid and Tax thereon Net cash from Financing Activities Net (decrease)/increase in cash & cash equivalents Opening cash & bank balances Closing cash & bank balances The notes are an integral part of these financial statements. Chartered Accountants Firm Reg.69 2010-11 As per our report of even date For B.32 (0.46) (23. Mahajani Partner Membership No. May 11. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. No.12 (0.Cash Flow Statement (Contd. Company Secretary Pune. May 11.43) (9.55) (11.98) (25.) Rs.55 595.01) (2. 2012 67 .00) 48.75 (0. 105102W H.94) 595.00) 118. Khare & Co. (0. P.

2 per share. in proportion to their shareholding.91.99 5. (c) Equity Shares held by holding company 6.91.300 11. 2/.83 As at March 31. Crore 75.56.300 equty Shares of Rs 2/.28. except in case of interim dividend.99 5.83 Shares outstanding at the begining of the period Shares outstanding at the end of the period (b) Rights. 2011 Number of Shaes Rs Crore 11.00 75.56. In the event of liquidation. 2011 Rs.500 share are held by holding company.300 23.83 23.91.91.each (Previous year 37.83 23. Ltd.each) 23.91.300 23.each) Reference to note no As at March 31. the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts.91. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Mrs. 2012 Rs.00. (Previous year 6.500 shares) (d) Details of Equity shares held by shareholders holding more than 5% of the aggregate shares in the Company Name of Shareholder RDA Holding & Trading Pvt. Ltd. RDA Holding & Trading Pvt.78 64328500 6888305 68 . preferences and restrictions attached to shares Equity Shares: The company has one class of equity shares having a par value of Rs.each (Previous year 11.83 23.83 Issued.50.000 equty Shares of Rs 2/.00 75. 2012 % No of Share held 53. Crore As at March 31.00.56.83 23. subscribed and fully paid : 11.300 11. 2011 % No of Share held 53. Each shareholder is eligible for one vote per share held.00 23. 2012 Number of Shaes Rs Cores 11.000 Equty Sahares of Rs 2/. Anu Aga As at March 31.56.78 64328500 6888305 As at March 31.28.300 Euity Shares of Rs.56.43.Notes attached to and forming part of the Financial Statements Particulars Note 1 Share Capital Equity Share Capital Authorised : 37.50.56.83 (a) Reconciliation of number of equity shares As at March 31.00 75.43.

41) (13.72 14.74 0.76 382.35 50.86 12.81 (16.00) 823.84 22.Notes attached to and forming part of the Financial Statements Particulars Note 2 Reserves and Surplus Capital Redemption Reserve Per Last Balance Sheet Share Premium Reserve Per Last Balance Sheet Capital Reserve Per Last Balance Sheet Hedging Reserve Per Last Balance Sheet Adjusted to Statement of Profit and Loss General Reserve Per Last Balance Sheet Transferred from Surplus Surplus Per Last Balance Sheet Profit for the year Proposed Equity Dividend Tax on Dividend Transfer to General Reserve Reference to note no As at March 31.34 61.00 42.00 370.58 288.53) (42.50 328.00 26.54 406.92 3.08 0.98 46.92 19.39 16.10 55.72 69 . Crore As at March 31.24) (17.42 (107. 2011 Rs.08) 2.13 1.08 0. 2012 Rs.08 Note 4 Deferred Tax Liabilities (Net) Deferred Tax Asset Provision for Doubtful Debts Others Total Deferred Tax Liability Depreciation on Fixed Assets Others Total (B) Net Deferred Tax Liability (B-A) 55.73 0.23) 3.13 (A) 16.13 1.12 46.00 40. Crore 50.08 0.86 (83.47 32.51 45 Note 3 Long-term Borrowings Secured : Term loans From other than bank 33 0.58 (1.54 1268.85 20.46 1577.00) 1091.00 328.00 605.00 823.40) (40.34 61.

56 34 162.67 7.07 Note 6 Short-term Borrowings Secured : From Banks Unsecured : From Banks 33 3.14 0. Crore As at March 31.72 70 .36 48.28 0.01 112.96 1.40 0.05 17.51 844.95 703. 2011 Rs.04 – Note 7 Trade Payables Trade Payables Acceptances 29 783.51 7.75 (0.67 9.11 949.40 37.61 – 11.99 245.80 166.33 0.73 97.90 21.53 58.23) 0.43 895.41 85.71 1016.22 (5.Notes attached to and forming part of the Financial Statements Particulars Note 5 Other Long-term Liabilities Trade Payables Customer Advances Trade Deposits Other Liabilities Reference to note no As at March 31.58 7.41 13.44 783.05 1154. Crore 29 2.63 107.67) 1.59 Note 9 Short-term Provisions Short Term Employee Benefits Proposed Equity Dividend Provision for Tax on Dividend Provision for Warranty 47 89.55 Note 8 Other Current Liabilities Contracts in Progress Interest accrued but not due on Loans Customer Advances Foreign Currency Forward Contract Trade Deposits Unpaid Dividends Sales Tax Payable Other Liabilities Other Payables 32 35 207.95 1.00 101.80 83.45 259.04 48.87 1.73 83.40 17.23 0. 2012 Rs.24 17.04 61.

73 – – 0.36 27.06 33.00 6.11 – 0.25.76 498.000) Equity Shares of Rs.76 0.50 37.37 1.25.50 31.98 1.52 10.Freehold Land .10 13.59 71 .85 61.375) Equity Shares of Rs.19 168.22 2.10/.48 – 2.85 29.00 0.54 25.I.000 (Previous year 45.09 5.00.84 0.00 216.2011 Depreciation Deductions/ Adjustments during the year Provisions during the year Total as at 31.12 68. Crore Note 11 Non-current Investments Non Trade : A.48 326.42 240.83 13.07 4.11 7.27 3.07 0.28 1.89 6.83 531.42 43.86 486.P 25.50 paid up in Parasrampuria Synthetics Ltd.95 7.each in Thermax Sustainable Energy Solutions Ltd.42 8.79 46.65 717.10 471.76 38.45 4.00 0.38 0.50.64 30.41 804.79 0.20/-each in Cosmos Co-operative Bank Ltd.09 0.33 10.10/.18 1.3.10/.58 43.36 134.79 230.06 8.18 306.62 7.4.10/.000 (Previous year 47.2011 Particulars As at March 31.50 4.71 37.64 7.39 20.2012 Net Block As at 31.each Rs.74 0.97 7.61 41.58 272.76 94.50 4. 0.37 3. 6 10.453) Equity Shares of Rs.73 12.59 – – – 4.92 38.62 486.03 0.2011 A.36 25.000 (Previous year 1.98 230.79 7.00 187.Leasehold Building Plant & Machinery Electrical Installation Office Equipment & Computer Furniture & Fixtures R & D Equipments Vehicles Total Tangible Assets (A) B. Unquoted Equity Shares (fully paid up) 4 1.17 26.95 43.80 1.18 739.09 0.16 – – 29.00 0.79 32.00.40 7.22 14.19 192. Quoted Equity Shares (partly paid up) 3 1.000) Equity Shares of Rs.000) Equity Shares of Rs.87 4.2012 As at 31.36 27.000) Equity Shares of Rs.69 4.17 3.00 0.375 (Previous year 1.10/.each in Thermax Instrumentation Ltd.38 5.19 24.00 2.00 0.539 (Previous year 17.Notes attached to and forming part of the Financial Statements Note 10 Fixed Assets Rs.75 – – – 6. Crore As at March 31.13 688.75 1.45 24.52 194.03 0.01 5.91 65.20 17.each in Thermax Engineering Construction Company Ltd. TANGIBLE : Land .36 25.3.of GSL (India) Ltd.95 15.06 0.19 – – 23.of Sicom Ltd.000 (Previous year 10.10/.44 7.2012 Upto 31.45 8.06 0.13 18.44 – 1.77 18.3.39 19.88 0.14 24.12 192.453 (Previous year 16.70 23.46 9. 9 90.60 717.33 23.99 1.59 4.35 206.00 0.45 678.62 67.45 21.50. 2012 Rs.73 7.00.13 19.00 0.000) Equity Shares of Rs.3.each in Metroglobal Boards Ltd. Crore Particulars Cost as at 1.3.2/.66 – 0. 8 45.00.44 12.73 17.000 (Previous year 90.63 0.83 31.13 1.12 32.03 2.73 13.75 Gross Block Additions/ Adjustments during the year Deductions during the year Total Cost as at 31. Equity Share in Subsidiary Companies (fully paid up) 7 47.04 22. 2011 Rs.32 4.21 190.99 26. 5 17. 2 16. Investments in Equity Instruments : Quoted Equity Shares (fully paid up) 1 25 (Previous year 25) Equity Shares of Rs.45 4.539) Equity Shares of Rs.51 32.97 116.61 493. INTANGIBLE : Software Technical Know How Total Intangible Assets (B) TOTAL FIXED ASSETS (A+B) Previous Year Capital W.2.40 6.10/.each in Sanghvi Movers Ltd.

02.000 (Previous Year 2.83 370.000 (Previous year USD 1.each in Thermax SPX Energy Technologies Ltd.91 As at March 31.Energia e Equipamentos Ltda.70.000) Equity Shares of Euro 1 each in Thermax Netherlands B.776 (Previous year 9.52 58. 2011 Rs.98 1.each in Thermax Energy Performance Services Ltd. Crore) 0.000 (Previous Year 1..000 (Previous year 2.81 7.17 0.87 273.10/.50. Preference Share in Subsidiary Companies (fully paid up) 21 17.83.333 (Previous year 59.87.47.000) Equity Shares of Rs.52 47.300 (Previous year 17.02 7.47.130 (Previous year 10.000) Equity Shares of USD 1 each in Thermax International Ltd.18 – – (B) (A + B) (A) 10.41 20.00.36.97 Aggregate provision for diminution in value of investments 19.00.82 As at March 31.333) Equity Shares of Hongkong Dollar 1 each in Thermax Hongkong Ltd. B.09 Aggregate amount of unquoted investments 369.000 (Previous Year 15.each in Indian Food Fermentation Ltd. 15 USD 1.20 123.14.87.465) Equity Shares of Rs.10/. Crore) (Rs.800 (Previous year 21. 16 36.83 281.000) Ordinary Shares of GBP 1 each in Thermax Europe Ltd.59 260.000) Equity Shares in Thermax (Zhejiang) Cooling and Heating Engineering Co Ltd. Crore) (Rs.05. 19 12. Crore 1.09 *Cost is before provision for diminution in the value of investment 0.95.99 6.800) 18% Redeemable Cumulative Preference Shares of Rs.16 4.09 281.64 1.05.19 – – 72 . Mauritius 13 10.90 1. Crore) Aggregate amount of quoted investments 0.02 0.70. 11 9.00 362.88 3. 14 59.56.43 15.81 7.67 0.02.00.88. 2011 *Cost Market Value (Rs.465 (Previous Year 3.54.65 134.88. Crore 1.09 350. Application Money Towards Shares Total * The company is in the process of voluntary winding up.each in Thermax Babcock & Wilcox Energy Solutions Pvt.80.34.06 19.776) Equity Shares of Rs.50 20.20 35.23 10.88 3.31.97 7. Mauritius Total Total Non Current Non Trade Investments Provision for diminution in value of investments Total Non Current Investments As at March 31. 2012 *Cost Market Value (Rs.each in Thermax Onsite Energy Solutions Ltd.10/. Ltd.000 (Previous year 14.000) Equity Shares of Rs.300) 6% Redeemable Preference Shares of USD 1 with conversion option in Thermax International Ltd. Investments in Preference shares : Unquoted Preference Shares (fully paid up) 20 21.59 0.00.83.17 0.00. 17 2.Notes attached to and forming part of the Financial Statements Particulars As at March 31.50.V Equity Share in Joint Venture Subsidiary Companies (fully paid up) 18 1.55 134.10/.10/.00. 2012 Rs.99 6.130) Equity Shares of Brazilian Real 1 each in Thermax do Brasil .16 3..* 12 14.82 10 2.

08 Note 13 Other Non-current Assets Long Term Trade Receivables Unsecured Considered good Considered doubtful Less : Provided for Fixed Deposit with more than 12 month in maturity Interest accrued on Fixed Deposit Advance Payment of Income Tax and Wealth Tax [Net of Provision of Rs.00.70 30. Crore Note 12 Long-term Loans and Advances Unsecured.24 Crore)] Advance Payment of Fringe Benefit Tax [Net of Provision of Rs.320 (Previous Year Nil) units of DSP Fixed Maturity Plan 12 months Series 32 . Crore As at March 31.Notes attached to and forming part of the Financial Statements Particulars Reference to note no As at March 31.90.09 Crore)] Sales Tax Recoverable Note 14 Current Investments Investments in Mutual Funds : Current Portion of Long term Investments (valued at cost) : Units . 2012 Rs.00 10.76 28.09 Crore (Previous year Rs.29 40.80 1.1 year plan C. 12.33 – 25.00.00.000 (Previous Year Nil) units of ICICI Prudential FMP Series 61 .000) units of DSP Fixed Maturity Plan 12 months Series 13 .Growth of IDFC Mutual Fund 73 .72 13.50.15 4.50.09 – – 60.00.58 2. 897.1 year plan C.00.Growth of ICICI Prudential Mutual Fund 2.Growth of DSP Blackrock Mutual Fund 17 4.00 – 8. considered good Capital Advances Security Deposits Housing Deposit to Key Managerial Personnel Loans given to Subsidiary Company Advances recoverable in cash or kind Advances to Staff and Workers 7.Growth of DSP Blackrock Mutual Fund 87.96 0.000) units of Birla Sunlife Fixed Term Plan Series CL .00 37.000 (Previous Year Nil) units of IDFC FMP Series 66 .80 1.Listed but not Quoted 1 2 3 4 5 6 7 Nil (Previous Year 1.07 1. 2011 Rs.Growth of Birla Sunlife Mutual Fund 2.000 (Previous Year Nil) units of ICICI Prudential FMP Series 54 .58 2.90 2. 1088.00.07 50.97 0.00.80 0.65 169.00 – 8.000 (Previous Year Nil) units of Birla Sunlife Fixed Term Plan Series EF .95 3.Growth of Birla Sunlife Mutual Fund Nil (Previous Year 80.52 2.80 Crore (Previous year Rs.00 – – – – 2.66 26.79 25.00.05 12.00 20.00 25.50.48 – – – – 46.16 102.Growth of ICICI Prudential Mutual Fund 2.12.

38 134.346 (Previous year 2. Crore) (Rs.236) units of ICICI Prudential Floating Rate Plan D 16 3.00 – 1. Crore 10.25 – 54.55 – – As at March 31.01.45 143.00 89. Crore) (Rs.00. Crore) 54. 2011 Rs.60.55 Aggregate amount of quoted investments Aggregate amount of unquoted investments 74 .68 As at March 31.00. 2012 Rs.Growth of Kotak Mahindra Mutual Fund Nil (Previous year 2.18 – 40.00.50. Crore – – 27.38 201.34 25.50. 2011 *Cost Market Value (Rs.00.795 (Previous year Nil) units of Kotak Fixed Maturity Plan Series 75 .75.Quoted but not Listed Liquid and Liquid Plus 14 30. Crore) 70.52.00 25.Dividend of DSP Blackrock Mutual Fund Total Current Investments (valued at lower of cost and fair value) : Units .00 54.000) units of Kotak Fixed Maturity Plan 370 days Series 34 .20 70.00.00 30.798) units of Birla Sunlife Ultra Short Term Fund 15 Nil (Previous year 29.Growth of Reliance Mutual Fund 13 Nil (Previous Year 2.72 25.Notes attached to and forming part of the Financial Statements Particulars As at March 31.Growth of Reliance Mutual Fund 12 Nil (Previous year 1.02.000) units of Reliance Fixed Horizon Fund-XVI Series 5 .45 89.38 131. 2012 *Cost Market Value (Rs.45 Particulars As at March 31.20 29.000 ) units of DSP Fixed Maturity Plan 3 months Series 27 .25.652 (Previous year Nil) units of Tata Liquid Fund Super High Investment Plan Total Total Current Investments (B) (A + B) (A) – 131.Growth of Kotak Mahindra Mutual Fund 11 Nil (Previous year 10.000) units of Reliance Fixed Horizon Fund-XVII Series 4 .00.00 8 9 Nil (Previous Year 1.Growth of Kotak Mahindra Mutual Fund 10 2.041) units of Kotak Fixed Maturity Plan 370 days Series 3 .34 70.50.16.00 10.45 90.

52 4. 2.g 31.70 79.41 6.27 crore Goods in Transit (Previous year Rs.85 60.63 50.21 6.90 64.69 45.89 31.17 Note 17 Cash and Cash Equivalents Cash on hand Balances with banks Balances in current accounts Deposit with more than 12 month in maturity Deposit others Unpaid dividend account Cheques.42 11. 4.67 52.74 1.71 – 555.21 32.75 0.49 656. 2012 Rs.27 0.32 Note 16 Trade Receivables Unsecured Outstanding for a period exceeding 6 months from the date they are due for payment : Considered good Considered doubtful Less : Provided for Others 77.46 crore)] Work-in-Progress Finished Goods Stores and Spares Stock-in-Trade Reference to note no As at March 31.12 173.96 595. Crore As at March 31.47 961.13 232.63 279.e 226.f 31.38 282.Notes attached to and forming part of the Financial Statements Particulars Note 15 Inventories Raw Materials [Including Rs.50 5.58 357.12 183.38 458.29 158.39 19.73 12.35 6.75 – 569.22 23.52 61.69 Note 18 Short-term Loans and Advances Unsecured.15 79. drafts on hand Less : Deposit with more than 12 month in maturity disclosed under “Other Non-current Assets” 13 0.83 0. Crore 31.65 60.42 8.13 94.34 94.25 1.11 1.15 910.13 1168.77 11.19 569.11 Note 19 Other Current Assets Contracts in Progress Prepaid Long Term Employee Benefits Balance in Central Excise & Customs Accounts Advance Payment of Income Tax and Wealth Tax Other Current Assets 32 43 350. 2011 Rs.96 529.h 23.12 75 .47 5.29 1245.78 15.70 16.66 492. considered good Advances recoverable in cash or kind Security Deposits Advances to Staff and Workers 148.33 4.

86 44.77 64.29 7.43 63.75 131.04 8.87 Crore (Previous Year Rs 399.12 209.22 0. Crore Note 20 Revenue from Operations A.40 192.86 4852.89 44. Crore As at March 31.25 6.66 99.74 0.12 3989.50 – 70.96 12.76 Crore)] Total B.49 42.97 35.79 0.00 6.21 138.35 250.19 144.82 16.36 C.b (A) 31.24 0.53 3753.82 993.87 83.13 76 .44 63.99 139.91) 1057. 2011 Rs.18 1.93 4793. Less: Excise duty Revenue from Operations (Net) (A+B+C-D) (C) 5304.99 259.00 1.55 2.78 60.01 9.61 1152.42 4.06 Note 21 Other Income Interest Income Dividend Income : Long-term Investment Current Investment Net gain/loss on sale of investments : Long-term Investment Current Investment Provision for Dimunition in value of Investments Written Back Exchange Fluctuation Income (Net) 56.59 (0.74 5123.59 1133.28 0.00 0. Sale (Product and Project) (i) Domestic Add : Closing Contracts in Progress Less : Opening Contracts in Progress (ii) Exports Add : Closing Contracts in Progress Less : Opening Contracts in Progress [Including Deemed Exports of Rs 108.03 0.00 – 30.07 192. Sale of Services (i) Domestic (ii) Exports Total (B) 31.Notes attached to and forming part of the Financial Statements Particulars Reference to note no As at March 31.09 4. Other Operating Revenues Claims and Refunds Balances earlier Written Off now Recovered Commission Sale of Scrap Miscellaneous Income Total D. 2012 Rs.70 3735.a 4082.

43 310.38 43.75 3316.01 23.56 6.36 207. Crore Note 22 Cost of Material Consumed Consumption of raw materials and components Opening Stocks Add: Purchases Less: Closing Stocks 31.41 16.30 3524.Notes attached to and forming part of the Financial Statements Particulars Reference to note no Year ended March 31. 2012 Rs.99 3.58 40.56 3528.00 5.38) 20.20 23.85 3524.07 3758.22 41.85 3289.72 2.35 6.23 387.18 – 2.08 368.18 77 .98 17.21 11.55 2.21 11.05 234.98 17.42 8.38 43.c & i Note 23 Changes in Inventories Opening Stocks: Work-in-Progress Finished Goods Stock in Trade Less: Closing Stocks : Work-in-Progress Finished Goods Stock in Trade 234.39 (3.88) Note 24 Employee Benefits Expense Salaries and Wages Contribution to provident and other funds Staff Welfare Expenses 43 328.13 23.42 8.63 46.92 230. 2011 Rs.41 28. Crore Year ended March 31.01 (14.64 Note 25 Finance Costs Interest Expense Applicable net gain/loss on foreign currency transactions and translation 2.

Design and Technical Service Charges Site Expenses and Contract Labour Charges Freight Outward Commission on Sales Other Selling and Distribution Expenses Free of Cost Supplies and Modifications Bad Debts Provision for Doubtful Debts Liquidated Damages Rent and Service Charges Rates and taxes.37 101.75 4.00 91.50 6.08 4.32 4. 2012 Rs.11 0.79 78 .67 3.44 44.61 20.59 5.44 11.18 3.95 24.47 1.53 10.58 5.26 15.98 27.40 0.Notes attached to and forming part of the Financial Statements Particulars Reference to note no Year ended March 31.80 3. 2011 Rs.41 7.53 532.16 25.43 35. Crore Note 26 Other Expenses Consumption of stores and spare parts Power and Fuel Drawing.78 7.20 100. excluding taxes on income.48 7.85 31.86 55.85 651.50 34.31 11.45 46.71 57.73 5.67 7.11 2.30 22.39 25.01 – 0.03 12.28 24.10 19.others Communication Traveling and Conveyance Advertising and Exhibition Expenses Legal & Professional Charges Printing and Stationery Bank Charges Additional Sales Tax and Turnover Tax Net loss on foreign currency transaction and translation Loss on Assets sold/discarded (net) Donations Miscellaneous Expenses 22.17 30.59 9.72 3.86 19.73 1. Insurance Repairs to buildings Repairs to machinery Repairs .60 7.35 78.74 8.48 5.79 48.20 4. Crore Year ended March 31.11 13.

6 Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments.2 Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported period. The useful life is estimated based on the evaluation of future economic benefits expected of such assets. c. software. Depreciation on the entire plant and machinery of chemical division is charged considering the chemical plant as a “Continuous Process Plant”. e. in the carrying amount of such long term investments. are capitalised. 79 .45% as compared to 9. research and development and such other intangibles are recognised as Intangible Asset.1 Basis for Preparation of Financial Statements The financial statements have been prepared under historical cost convention on accrual basis and comply with notified accounting standards as referred to in Section 211(3C) and other relevant provisions of the Companies Act. d. However. 27. 1956.33% as compared to 16. which are depreciated at a higher rate of 33. The written down value of such spares is charged to the statement of profit and loss when issued for consumption.Notes attached to and forming part of the Financial Statements Note 27 Significant Accounting Policies 27. b. d. Cost incurred on Leasehold land is amortised over the period of lease. All other investments are classified as long term investments. certain vehicle related to employee perquisites are depreciated at a higher rate of 15% / 13. Machinery specific spares other than those required for regular maintenance are capitalised as a part of the tangible fixed assets. patents. if any. b. 27. 1956. Depreciation on all tangible fixed assets is provided by the straight line method in the manner and at the rates prescribed in Schedule XIV to the Companies Act. 27. 27.4 Depreciation a. Tangible fixed assets are stated at cost (net of refundable taxes or levies) and include any other attributable cost for bringing the assets to working condition for their intended use. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Recoverable amount is the higher of an asset’s net selling price and its value in use. Differences between the actual results and estimates are recognised in the period in which the results are known / materialised.21% provided in Schedule XIV.5 Asset Impairment Provision for impairment loss.50% provided in Schedule XIV. except following : in case of data processing equipments/computers. other than temporary in nature. technical know-how. is recognized to the extent to which the carrying amount of an asset exceeds its recoverable amount. c. provision for diminution is made to recognize a decline. Value in use is determined on the basis of the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Long term investments are carried at cost. 27.3 Fixed Assets – Tangible and Intangible Assets a. attributable to qualifying assets. if it is expected that such assets will generate sufficient future economic benefits. Depreciation in respect of capitalised machinery specific spares whose use is expected to be irregular is charged over the remaining useful life of the related item of plant and machinery. Intangible assets are amortised by straight line method over the estimated useful life of such asset. Borrowing costs. if any. Expenditure incurred on acquisition or development of goodwill.

Notes attached to and forming part of the Financial Statements
27.7 Inventories a. b. Inventories are valued at lower of cost and estimated net realisable value. Cost of raw materials, components, consumables, tools, stores & spares is arrived at on the basis of weighted average cost. Cost of finished goods & work in progress is arrived at on the basis of weighted average cost of raw materials & the cost of conversion thereof for bringing the inventories upto their present location and condition. Inventory obsolescence is provided for on the basis of standard norms and also where required, on actual evaluation. Provident Fund Liability on account of the company’s obligation under the employee’s provident fund, a defined contribution plan, is charged to the statement of profit and loss on the basis of actual liability calculated as a percentage of salary. b. Superannuation Fund Liability on account of the company’s obligation under the employee’s superannuation fund, a defined contribution plan, is charged to the statement of profit and loss on the basis of actual liability calculated as a percentage of salary. c. Gratuity i. Liability on account of company’s obligation under the employee gratuity plan, a defined benefit plan, is provided on the basis of actuarial valuation. ii. Fair value of plan assets, being the fund balance on the balance sheet date with Life Insurance Corporation under group gratuity-cum-life assurance policy, is recognised as an asset. iii. Current service cost, interest cost and actuarial gains and losses are charged to the statement of profit and loss. iv. Past service cost/effect of any curtailment or settlement is charged/ credited to the statement of profit and loss, as applicable. Compensated Absences Liability on account of the company’s obligation under the employee’s leave 27.9 a. e. policy is provided on actual basis in respect of leave earned but not availed based on the number of days of carry forward entitlement at balance sheet date. Medical and Leave Travel Assistance benefits Liability on account of the company’s obligation under the employee’s medical reimbursement scheme and leave travel assistance is provided on actual basis. f. Bonus & Employee Short-Term Incentive Plan Liability on account of the company’s obligation under the statutory regulations, agreement with trade union and employees short term incentive plan, as applicable, is provided on actual basis as per the relevant terms as determined. Provisions and Contingent Liabilities Provisions in respect of present obligations arising out of past events are made in the accounts when reliable estimates can be made of the amount of the obligation. The company provides for warranty obligations on substantial completion of contracts based on technical evaluation and past experience. Contingent liabilities are disclosed by way of note to the financial statements, after careful evaluation by the management of the facts and legal aspects of the matter involved. Revenue in respect of products is recognised on dispatch of goods to the customer or when they are unconditionally appropriated to the contract. Revenue in respect of projects for construction of plants and systems, involving designing, engineering, fabrication, supply, erection (or supervision thereof), commissioning, guaranteeing performance thereof etc., execution of which is spread over different accounting periods is recognized on the basis of percentage of completion method. Stage of completion is determined by the proportion that contract costs incurred for work done till date bears to the estimated total contract costs.

c.

d.

27.8

Employee Benefits a.

b.

c.

27.10 Revenue Recognition a.

b.

d.

c.

80

Notes attached to and forming part of the Financial Statements
d. Difference between costs incurred plus recognised profits / less recognised losses and the amount of invoiced sale is disclosed as contract in progress. Determination of revenues under the percentage of completion method necessarily involves making estimates by the Company (some of which are of a technical nature) concerning the costs to completion, the expected revenue from the contract (adjusted for probable liquidated damages, if any) and the foreseeable losses to completion. Supply of spare parts and services are accounted on ‘as billed’ basis. Revenue in respect of long-term service contracts / maintenance contracts is recognised on the basis of stage of completion. Dividend from investments is recognized when the company’s right to receive is established. Government Grants * Government Grant is accounted when there is reasonable certainty of compliance with its conditions and its ultimate collection. * Revenue expenses (net of government grants, if any) incurred during research and development phase of internal projects are recognised as and when incurred. * Any Intangible asset (net of government grants, if any) arising from the development phase of such projects is recognised to the extent there is reasonable certainty of generating sufficient future economic benefits through commercial exploitation of such asset. 27.11 Borrowing Costs a. Borrowing costs on working capital is charged to the statement of profit and loss in the year of incurrence. Borrowing costs that are attributable to the acquisition of tangible fixed assets are capitalized till the date of substantial completion of the activities necessary to prepare the relevant asset for its intended use. Borrowing costs that are attributable to the acquisition or development of qualifying intangible assets are capitalised till the date they are put to use. 27.12 Foreign Currency Transactions a. Transactions in foreign currencies are recorded at the exchange rates prevailing on the respective dates of the transactions. b. Exchange difference on settlement of transactions in foreign currencies is recognised in the statement of profit and loss. c. Foreign currency monetary items are translated at the closing exchange rates and the resulting exchange difference is recognised in the statement of profit and loss. d. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. e. Revenue items of foreign branches are translated at average rate. 27.13 Hedge Accounting The company uses foreign currency forward contracts to hedge its risk associated with foreign currency fluctuations. In terms of the risk management strategy, the company does not use forward cover contracts for trading or speculative purposes. Foreign currency forward contracts are initially measured at fair value and are re-measured at subsequent reporting dates. Changes in the fair value of such contracts, which are designated and effective, are recorded in the Hedging Reserve account. The accumulated changes in fair value recorded in the hedging reserve account are transferred to the statement of profit and loss in the same period during which the underlying transactions affect the statement of profit and loss and / or the foreign currency forward contract expires or is exercised, terminated or no longer qualifies for hedge accounting. 27.14 Taxes on Income a. Current tax is provided on the basis of estimated tax liability, computed as per applicable provisions of the Income Tax Act, 1961. b. Deferred tax is recognised, subject to the consideration of prudence, in respect of deferred tax assets, on timing differences, being the differences between taxable income and accounting income that originate in one period and are capable

e.

f. g.

h.

i.

b.

c.

81

Notes attached to and forming part of the Financial Statements
of reversal in one or more subsequent periods. 27.15 Others a. Liability for liquidated damages is recognised when it is deducted / claimed by the customer or when a reasonable estimate of the likely obligation can be made. Provision for doubtful debts is made on the basis of standard norms in respect of debtors outstanding beyond predefined period and also, where required, on actual evaluation. Annual fees payable under a License Agreement for acquisition of a right to use Licensed Marks are recognised and charged to the statement of profit and loss on payment. e. ii. References / Appeals preferred by Income Tax department in respect of which, should the ultimate decision be unfavourable to the company, the liability is estimated to be Rs. 19.44 Crore (Previous Year Rs. 19.44 Crore)

c.

b.

Counter Guarantees given by the company to the banks on behalf of group companies : Rs. 56.84 Crore on behalf of Thermax Instrumentation Ltd. (TIL) (Previous Year Rs. 64.78 Crore). Indemnity Bonds/Corporate Guarantees given by the Company on behalf of group companies: Thermax Denmark ApS, Denmark Rs. Nil (Previous Year Rs. 62.84 Crore) and Thermax Engineering Construction Company Ltd. (TECC) Rs. 14 crore (Previous Year Rs. Nil). Liability for unexpired export obligations Rs. 7.97 Crore (Previous Year Rs. 56.84 Crore). Claims against the company not acknowledged as debts Rs. 8.64 Crore (Previous Year Rs. 9.00 Crore). Bills Discounted with banks Rs. 152.42 Crore (Previous Year Rs. 119.43 Crore). Liability in respect of partly paid shares in Parasrampuria Synthetics Ltd. Rs. 0.19 Crore (Previous Year Rs. 0.19 Crore).

d.

c.

Note 28 Contingent Liability a. Disputed demands in respect of Excise, Customs Duty and Service Tax Rs. 14.82 Crore (Previous Year Rs. 19.88 Crore), Sales Tax Rs. 17.40 Crore (Previous Year Rs. 14.41 Crore) and other Statutes Rs. 0.10 Crore (Previous Year Rs. 0.09 Crore). Income Tax i. Demands disputed in appellate proceedings Rs. 73.01 Crore (Previous Year Rs. 41.99 Crore).

f.

g. h.

b.

Note 29 Micro & Small Enterprises Micro & Small enterprises as defined under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED) have been identified to the extent of information available with the company. This has been relied upon by the auditors. Trade Payables include following amount due to MSMED parties :
Sr. Particulars No. a) b) c) Total Oustandings to micro and small enterprises Principal amount due and Interest thereon remaining unpaid as at end of the year Amount of Interest paid in terms of Section 16 of MSMED Act alongwith the amount of the payment made to supplier beyond appointed day Outstanding Interest (where principal amount has been paid off to the supplier but interest amount is outstanding as on March 31) Total Interest out standing as on March 31 (Interest in ‘b’ + interest in ‘d’ above) 2011-12 Principal Interest 31.23 0.03 Total 31.26 Principal 13.13 2010-11 Interest 0.01 Total 13.14

Rs. Crore

0.16

0.00

0.16

0.36

0.01

0.37

4.34

0.05

4.39

9.39

0.09

9.48

d)

NA NA

0.03 0.03

0.03 0.03

NA NA

0.00 0.01

0.00 0.01

e)

82

17 1422.97 259.79 16.01 0. Crore 2010-11 2211.86 2011-12 133.77 3680.32 1385.72 859.14 2010-11 iii) Certification fees iv) Reimbursement of expenses b) Directors Sitting fees Note 31 Additional Information under Part II of Revised Schedule VI to the Companies Act.32 0.Notes attached to and forming part of the Financial Statements Note 30 Auditors’ Remuneration & Directors fees : Other expenses include (Note No.82 Rs.89 Rs. Heaters & Chillers Power Plants Air Pollution Control.53 717.03 154. Crore 2011-12 a) Auditors’ Remuneration (excluding service tax) i) ii) As Auditors For Taxation matters (including Tax Audits) 0. Consumption of raw materials & components etc. 1956 : a.80 110.56 808.88 181. Spares etc.89 8. Service Revenue under broad heads Particulars Operation & Mentance Erection & Commissioning Other Services Total c.65 121. Particulars Ferrous Sheets.10 611.03 2011-12 2390.29 187.52 0. Water & Waste Treatment Plants & Systems Ion Exchange Resins & Chemicals Goods Traded In.27 108.85 83 .02 0. Crore 2010-11 92. Total b.50 37.46 0.28 Rs.89 139. Accessories.56 0. Turnover of goods manufactured & traded (net of excise) Particulars Boilers.13 283.03 3415. Crore 2010-11 87.12 0.26): Rs. Plates Ferrous Tubes Fabricated Items Chemicals Brought out items and other materials Total 2011-12 77.07 0.10 4648.31 2115.46 2688.28 195.82 121.16 0.47 4984.

12 232.56 4. Crore 2010-11 1.50 – 141.98 5.74 42. Crore 2010-11 86. Water and Waste Treatment Plants & Systems Ion Exchange Resins & Chemicals Total g.Notes attached to and forming part of the Financial Statements d. Trading Purchases under broad heads Particulars Steel and other metals Spares Parts Chemicals Other Purchases Total e.88 23.13 – 6.64 11.19 226. Heaters & Chillers Air Pollution Control.28 – 5.21 Rs.25 23.47 0.03 6.45 9.88 Rs.67 2.41 0.09 47. Raw Material Stock under broad heads Particulars Ferrous Sheets.24 0.13 0.34 8.39 49.05 49.79 1.63 2011-12 1.35 2011-12 24.01 8.22 11. Water and Waste Treatment Plants & Systems Ion Exchange Resins & Chemicals Others Total h. Crore 2010-11 2.15 16.04 0.92 6.01 61.31 3.43 0.19 3.41 2011-12 18.13 2011-12 101. Plates Ferrous Tubes Fabricated Items Chemicals Others Total f. WIP Stock under broad heads Particulars Boilers. Crore 2010-11 17. Finished Goods Stock under broad heads Particulars Boilers. Heaters & Chillers Air Pollution Control.42 Rs.26 39.16 103.89 102.53 Rs.87 2.38 84 .04 155. Stock of Traded Goods under broad heads Particulars Steel and other metals Spares Parts Chemicals Others Total 2011-12 4.89 Rs. Crore 2010-11 21.

23 854.76 10.87 2011-12 464.02 64.39 8.50 350. Expenditure in Foreign Currency (on accrual basis) Particulars Technical Fees Expenses in Foreign Offices Royalty Travelling.97 116. 3.32 3. Crore 2010-11 325.67 18. Earnings in Foreign Currency (on accrual basis) Particulars Export of goods on FOB Others Total l.85 Rs. Value of imported & indigenous Raw Materials. Commission.Notes attached to and forming part of the Financial Statements i.53 19.93 – 96.74 207.40 617. Crore 2010-11 612.08 29.11 101. Components & Spare Parts consumed Particulars Imported Indigenous Total j.43 2011-12 3.78 6.28 0. Aggregate amount of costs incurred and recognised profits (less recognised losses) (including amounts carried forward from previous years) Amount of Customer Advances received Amount of Retentions 9743.40 8434. Crore 2010-11 3892.24 % 16 84 2011-12 578.15 3680.40 Gross amount due from customers for contract work Gross amount due to customers for contract work 85 .17 591.38 2011-12 4438.20 5.71 3102. Crore 2010-11 476.46 1.03 249.43 3415.02 2011-12 725. Crore 2010-11 2.43 142.65 357.52 477.86 % 14 86 100 Rs.92 2.80 Rs. c) d) 613.73 6. CIF Value of Imports Particulars Raw Materials Components & Spares Consumables Capital Goods Total k.95 416.37 Rs. Legal & Professional Charges and Others Capital Expenditure at foreign offices Total Note 32 Contracts in Progress (CIP) Particulars a) b) Aggregate amount recognised as Contract Revenue (RR) for the Year In respect of contracts in progress as on 31st March : 1.46 13.42 2939.60 Rs.66 62.14 731.

2012. Note 35 Unpaid Dividend Unpaid dividends include following amounts which will be credited to Investor Education and Protection Fund (on expiry of the specified period.. if the amount remains unclaimed at that time):Rs. Crore 3.03. ii) iii) Loan from Department of Bio Technology Rs 0. 83.03. 2012. In other cases.66 0. and carrying interest rate of 2% p. book balances have been generally reconciled and adjusted.07 Crore due for repayment on Nov 29.56 Crore).Notes attached to and forming part of the Financial Statements Note 33 Secured Loan Secured loans represent following categories of borrowings : i) Working Capital Loans (Cash Credits & Overdrafts) taken from consortium of banks.01 86 .677 1. stores and spares not relating to plant & machinery. Note 37 Foreign Exchange Transactions The year end foreign exposures in respect of monetary items that have not been hedged by a derivative instrument or otherwise are given below: Amounts (net) in foreign currency on account of the following: Particulars Export of Goods Export of Goods Import of Goods Import of Goods Amount in Rs. The loan amount outstanding on March 31. 3. 2012.62. 47.43. balances in accounts of sundry debtors. if required.11 0. consumables & book debts.04 Crore).96. Post Shipment Credit of Rs. These are repayable on demand. Rs. 2013.10) Amount in Foreign Currency USD EURO GBP YEN 7.90 3. 2012 is Rs 162.69 (1.0.56 Crore (Previous Year Nil) due for repayment on various dates between April 16. 48. b. Crore As at 31. Rs.66.33) (3. stock in process.01 Crore due for repayment on Oct 29. Loan is secured by hypothecation of R&D equipments purchased out of these funds.57 0. sundry creditors and advances or deposits have been taken as per books of account.08 Crore (Previous Year Rs. These loans are secured by hypothecation of present and future stock of raw materials. b. Working Capital loans outstanding as on March 31.528 5. semi finished & finished goods. 2012.12 a. a. 32. Rs. stock in process.80 Crore (Previous Year Rs. Note 36 In cases where letters of confirmation have been received from parties. stores and spares not relating to plant & machinery. Note 34 Unsecured Loan Buyers Credit availed from bank. semi finished & finished goods. NIL (Previous Year Rs. 2012 to July 16.01 As at 31. 2012 are Rs. These are secured by hypothecation of present and future stock of raw materials. consumables & book debts.08 Crore) due for repayment in 36 months from July 1. 0.63. c.a.531 4.160 Unclaimed Dividend on Equity Unclaimed Dividend on Redeemable Preference Share (RPS) 0.72 Crore due for repayment on June 5.

85 – 0. are shown as unallocated cost. customer profiles. Absorption Chillers/Heat Pumps. Composition of business segments is as follows: Segment a) b) b. b. Nil). 2011-12 0. Ion Exchange Resins & Performance Chemicals. which are not directly attributable to the business segment. India Outside India d. ii. The expenses.18 Crore).52 Rs. 54. The amount involved in this contract and not provided for is Rs. Segment Results.06 Segment Revenue.07 0. Other Commitments : The Company has entered into “Share Purchase Agreement” (SPA) with two Indian Companies to acquire their share holding in an overseas Company. Power Plants. 13. The Company has disclosed Business Segment as the primary segment. 1. 87 .39 Crore (Previous year Rs. c. Secondary segments have been identified with reference to geographical location of external customers. Water & Waste Recycle Plants.Notes attached to and forming part of the Financial Statements Note 38 Capital and other Commitments a. Inter-segment transfer price is arrived at on the basis of cost plus a reasonable mark-up. Note 40 Previous year’s expenses / income included under various heads of accounts: Particulars Commission on Sales Labour charges Other Miscellaneous Expenses Note 41 Segment Reporting a. 13. Crore 2010-11 – 0. 0. Air Pollution Control Equipments/ Systems. ‘Energy’ and ‘Environment’.49 Crore). Composition of secondary segments is as follows: i. Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. Energy Environment Products Covered Boilers and Heaters. Segments have been identified by the management taking into account the nature of the products. risk and reward parameters and other relevant factors. manufacturing process.16 Crore (Previous Year Rs. Note 39 Capitalisation of expenses Raw materials. The Company’s operations have been mainly classified between two primary segments. Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated Assets and Liabilities respectively. Capital Commitments : Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. labour and overheads capitalised in respect of Plant & Machinery Rs.31 Crore (Previous year Rs.

52 43.47 113.86 2308.84 1685.88 2.66 1967.86 1379.48 584.58 0.10 – 45. Crore 1723.03 88 .38) 607.16 4852.58 (42.55 194.33 – Rs.07 143.70 Total 5023.55 Total 5436.30) 574.51 10.28 (0.93 0.14 4852.31 1260.92 170.14 379.20 1033.66 104.11 446.15 4270.86 406.76 198.42 382.04 406.37 1305.20 666.48 34. 104.88 2010-11 Environment 1143.03 131.42 2055.68 1744.00 282.15 1153.50 171.98 3235.Notes attached to and forming part of the Financial Statements I) Information about Primary Business Segments : 2011-12 Particulars Revenue : Gross Revenue Less : Intersegment Revenue Net Revenue Result : Segment Result Unallocated expenses net of unallocated income Operating Profit Interest expenses Taxation for the year Profit after taxation and before exceptional items Extra-ordinary items of expenses Net Profit Other Information : Segment Assets Unallocated Corporate Assets Total Assets Segment Liabilities Unallocated Corporate Liabilities Total Liabilities Capital Expenditure Depreciation Non-cash expenses other than depreciation Energy 4150.23 54.04 8.93 40.70 1179.45 6.58 1943.10 131.06 Rs.82 4150.28 382.85 973.34 54.83 364.18 190.69 36.97 5304.36 1942.95 – Energy 3879.85 – 63.86 5304.20 46.07 (0.33 505.16 155.06 607.53 3568.52 Environment 1285.95 160.29 388.49 0.36 532.83 1550.29 3879.88 – II) Information about Secondary Segments: 2011-12 Revenue India* Outside India Total Revenue Carrying Amount of Segment Assets : India Outside India Addition to Fixed Assets : India Outside India * Including Deemed export.45 – 9. Crore 2010-11 4186.08) 2153.

Brazil Thermax Inc. Anu Aga – Director Mr. Hong Kong Thermax (Zhejiang) Cooling & Heating Engineering Co.95 17. and their relatives: Mrs.43 1. Other income Sales of Goods i ii iii Thermax Europe Ltd. Service. Ltd. UK Thermax do Brasil Energia-e Equipamentos Ltda. Overseas: Thermax Europe Ltd.80 31.00 2. M S Unnikrishnan – Managing Director The following transactions were carried out during the year with related parties in the ordinary course of business. China Thermax Netherlands BV.. Ltd. Denmark Danstoker (UK) Ltd.. Denmark Omnical Kessel & Apparatebau GmbH. (Joint venture with SPX Netherlands BV) Thermax Babcock & Wilcox Energy Solutions Pvt. USA Ejendomsanpartsselskabet Industrivej Nord 13 (EIN).00 39. Domestic: Thermax Sustainable Energy Solutions Ltd. Thermax Engineering Construction Co. Denmark 89 . Thermax International Ltd. Rs.95 55. over which control is exercised by individuals listed in ‘C’ above Thermax Social Initiative Foundation Key Management Personnel: Mr. Mauritius Thermax Hong Kong Ltd. U. Pheroz Pudumjee – Director D) E) Enterprise.98 2011-12 2010-11 Thermax Denmark ApS. Thermax SPX Energy Technologies Ltd. Meher Pudumjee – Chairperson Mrs... Ltd. Crore Details of Transactions with enterprises referred to in “B” and “D” above Particulars I Sales.. Germany C) Individuals having control or significant influence over the Company by reason of voting power.. Ltd.Notes attached to and forming part of the Financial Statements Note 42 Related Party Disclosures Related party disclosures as required under Accounting Standard 18 issued by The Institute of Chartered Accountants of India are given below: Relationship : A) B) Holding Company RDA Holding & Trading Pvt.. Thermax Instrumentation Ltd. (Joint Venture with Babcock & Wilcox India Holdings Inc.) ii.K. Netherlands Danstoker A/S. Thermax Onsite Energy Solutions Ltd.75 50. Thermax Inc. Others Total 14.. Enterprises controlled by the Company : Subsidiary Companies: i.

25 0.09 7.52 0.Notes attached to and forming part of the Financial Statements Particulars Rendering of Services Interest Income Reimbursement of Expenses / cost of material / Stores i ii iii. Thermax Denmark ApS Total 56.00 – 70.08 88.98 5. 1. Thermax SPX Energy Technologies Ltd.70 III Expenses Receiving of Services Liquidated Damages Reimbursement of Expenses Deputation of employees Donation to Thermax Social Initiative Foundation 0. Thermax SPX Energy Technologies Ltd.87 0. – – 3. Co. Thermax Onsite Energy Solutions Ltd.21 129. Crore 2010-11 1. Ltd. Ltd.42 5.16 11. Thermax Instrumentation Ltd.59 – 5.68 14.40 – 12.00 0.04 0.56 73.84 14. Thermax Inc.59 17.12 49.54 54.02 77.62 90 .04 2.60 – 187. Thermax Babcock Wilcox Energy Solutions Pvt. Thermax Netherlands BV.97 – 0. iv Thermax Babcock Wilcox Energy Solutions Pvt.00 10. Ltd. Thermax Engineering Construction Co Ltd.84 64. Ltd.65 – 83. Thermax (Zhejiang) Cooling & Heating Eng.16 Rs.82 Purchase of Material / Services Purchase of Goods / Services i ii iii iv v Thermax Engineering Construction Co Ltd. Thermax Engineering Construction Co Ltd.19 0.98 7.06 2.59 V Guarantee / Bond / Collateral Given on behalf of subsidiaries and out standing as on 31st March i ii iii Thermax Instrumentation Ltd.68 1.48 3.23 0.66 1.50 – 4. Others Total Sale of Fixed Assets i II Thermax Onsite Energy Solutions Ltd.33 2.66 3.59 IV Finance (Including Loan / Equity Contribution) Equity Contribution (including share application money) i iii iv v vi vii Thermax Sustainable Energy Solutions Ltd.78 – 62.84 127.59 0.08 2011-12 0.17 21.95 – – 0. Others Total 50. Co.72 3. Total Diminution in value of investments earlier provided now written back i Thermax Instrumentation Ltd. Thermax (Zhejiang) Cooling & Heating Eng.

10 15. Receivable Loan / Advances Outstanding i i ii iii iv Thermax Sustainable Energy Solutions Ltd.26 1.28 1. Thermax Instrumentation Ltd.33 1.51 0.89 0.60 2.89 1.76 2011-12 Rs.42 0. Thermax Europe Ltd.76 0.81 21.75 0. Others Total Details of Transactions relating to the Persons referred to in “C” and “E” above Managerial Remunaration Director’s Sitting Fees Rent Paid to Directors Commission paid to Directors Loans. Thermax Instrumentation Ltd. Thermax (Zhejiang) Cooling & Heating Eng. Co.07 0. Ltd.74 2.07 0.98 2.50 1. Advance / Deposit outstanding at the end of the year 2.36 11. Thermax (Zhejiang) Cooling & Heating Eng.42 0. Thermax Inc.64) 10.23 Account Receivable 13. Thermax Babcock & Wilcox Energy Solutions Pvt.57 18.83 (4.28 0. 2012 and recognised in financial statements in respect of Gratuity schemes: Rs.51 (3. Total VII Amount Outstanding .42 0.70) 13. Thermax SPX Energy Technologies Ltd.11 6. Ltd. Thermax SPX Energy Technologies Ltd.95 3.15 0.64 2011-12 2010-11 91 .58 Note 43 Defined Benefit Plans for Employees (AS 15) As per Actuarial valuation as on March 31.94 24.36 0. Crore 2010-11 2.09 – 0.72 – – 3.72 4.07 21.99 0.99 0.95 11.80 12. Ltd. Thermax Babcock & Wilcox Energy Solutions Pvt.40 3. Co.30 0.Notes attached to and forming part of the Financial Statements Particulars VI Amount Outstanding .05 2.37 0. Crore Particulars i Components of Employer expense a b c d e Current service cost Interest Cost Expected Return on Plan Assets Actuarial (Gain) / Loss Total Expense recognised in the Statement of Profit and Loss 2.58 8. Others Total Trade Advances i ii iii iv Thermax Engineering Construction Co Ltd.45 6.35 0.Loan / Advances.73 2. Ltd.Payable Accounts Payable i ii iii iv v vi Thermax Engineering Construction Co Ltd.39 0.27 5.

83 11.86 34.300 34.50 Nil 0.08 64.21) 49.87 51.08 51.42 32.94 3.87 2. Particulars Profit After Tax but before Extra-ordinary items (Rs.a.06) 63. 8% p.24 9.37 (0. 2011-12 83.29 (1.41 7.06) 49. 8% p. 2/.04 (4.91.78) 32.65 51.91.65 4. Crore) Weighted average number of Equity shares of Rs.15 2010-11 382.29 8% p.51 13.each] Particulars Amount of dividend (Rs.56.65 (1.Notes attached to and forming part of the Financial Statements Rs.40 3.) Note 46 Disclosure.56.) Note 45 Proposed Dividend The dividend proposed for the year is as follows : [On Equity share of Rs.00 2011-12 406. 2010-11 49. 2/.a.68 64.65 8% p.70 6.42 11. as required by AS .00 2010-11 107. Change in Gratuity Obligation during the year Changes in the Fair Value of Plan Assets Actuarial Assumptions Note 44 Earnings Per Share (EPS) Earnings Per Share (EPS) calculated in accordance with Accounting Standard 20 issued by the Institute of Chartered Accountants of India.80 3.15 406. Crore Particulars ii Net Assets / (Liability) recognised in Balance Sheet as at 31 March a b c iii a b c d e f iv a b c d e f v a b Present Value of Obligation Fair Value of Plan Assets (Asset)/Liability recognised in the Balance Sheet Present Value of Obligation as at 31st March Current Service Cost Interest Cost Actuarial (Gain)/ Loss Benefit Paid Present Value of Obligation as at 31 March Present Value of Plan Assets as 31st March Expected Return on Plan Assets Actual Company Contribution Benefits Paid Actuarial Gain / (Loss) Present Value of Plan Assets as 31 March Discount Rate Expected Rate of Return st st st 2011-12 63.) Profit After Tax and Extra-ordinary items (Rs.75 (3.64 7.05) 0.28 (Impairment of Assets): In terms of Accounting Standard 28 (AS-28) there was no impairment loss on assets during the year under report.09 382.a. Crore) Dividend per equity share (Rs.a. Crore) Basic & Diluted EPS after Extra-ordinary items (Rs.each Basic & Diluted EPS before Extra-ordinary items (Rs.73 2.09 92 .86 11.87 40.300 32.

29 DSIR* 5. Rs.00 – – 0.10 0.2011 TANGIBLE : Building Plant & Machinery Electrical Installation Furniture.81 1.24 1.01 0.16 – 0.19 0.2012 Net Block As at As at 31.3.32 – – – – – – 0.00 – – 0.87 1.07 0. Crore Warranty Provision 2010-11 38.27 0.Office Equipment & Computer R&D Equipments R&D Equipments (others)** Vehicles INTANGIBLE : Software Total Previous Year Capital CWIP ** Fixed Assets other than DSIR approved sites.81 1.54 10.55 1.02 0.02 0.64 4.13 0.35 17.90 0.2012 Depreciation Upto Deductions/ Provisions 31.01 – 0.01 0.87 0.08 0.13 0. licence fees & Professional fees Site Expenses Labour Charges Travelling Expneses Other Costs Depreciation Less:Government Grants Grand Total DSIR* 6.82 – 0. used for the purpose of in-house Research and Development activity.19 0.00 0.95 2.24 4.85 1.45 Note 48 Disclosure in relation to In-house Research & Development (R&D) expenses and fixed assets.76 0.3.29 26.46 Total 6.69 0.93 0.08 0.17 1.77 0.30 0.81 2.62 4.91 0.38 0.83 Others 0.38 0.15 1.09 0.81) 15.73 1.55 7.68 0.01 0.69 0.21 1.43 0. Crore Particulars Cost as at 1. Crore *Expenses of sites approved by Department of Scientific and Industrial Research (DSIR).11 1.90 2.08 0.17 0.64 1.39 1.11 1.44 7.05 0.21 0.32 3.06 0.16 58.21 6.29 0.34 3.95 1.34 3.23 0. Fixtures.38 Rs.20 0.45 43.04 0.18 1.45 0.3.77 0.35 0.29 (Liabilities and Provisions): Particulars Opening Balance (as on 1st April) Additions during the year Utilisation during the year Reversals during the year Closing Balance (as on 31st March) 2011-12 37.29 0.00 – – 0.99 Rs.05 0.54 8.88) 12.81 0.97 5.81 (5. 1.26 0.01 0.58 0.57 1.09 – 2.84 1.63 7.32 0.95 4.39 0.03 37.24 0.69 2.66 7.71 0.08 Gross Block Additions/ Deductions Adjustments during the during the year year Total Cost as at 31.32 (6.81) 13.02 0.3.4.16 0.50 0.Notes attached to and forming part of the Financial Statements Note 47 Disclosure as required by AS .02 1.88) 13.64 1.92 1.82 0.07 0.31 0.2011 Adjustments during the during the year year Total as at 31.02 2.86 4.27 0.31 0.81 1.04 0.71 6.29 0.01 0.93 Total 6.62 0.2012 31.00 0.07 0.15 0.04 0.30 (6.75 0.32 1.04 2.2011 93 .87 11.33 15. A) Details of R&D Revenue Expenses incurred during the year : 2011-12 Particulars Material Cost Employee Cost Consumable & Maintenance Cost Drawing Design.12 0. B) Fixed Asset schedule of R&D Assets : Fixed Assets included in respective category of Schedule 4.55 0.78 0.03 6.76 5.80 (5.45 2010-11 Others 0.3.29 0.01 0.26 0.29 0.02 0.

Notes attached to and forming part of the Financial Statements Note 49 The Ministry of Corporate Affairs. No.L-V dated March 30. 2012 94 . Unnikrishnan Managing Director Devang Trivedi Dy. 1956. 1956 as per the Government Notification no. F. P. Company Secretary Pune. 105102W H. K. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. Khare & Co. Mahajani Partner Membership No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act. May 11. Chartered Accountants Firm Reg.No. 2011. Government of India. subject to fulfilment of conditions stipulated in the circular. As per our report of even date For B.2/6/2008-C. S. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. May 11. vide General Circular No. 30168 Pune. Note 50 The financial statements have been prepared in accordance with the requirement of the revised schedule VI to the Companies Act. The comparative figures for previous year have also been accordingly restated to conform to the current year’s presentation.

K. 30168) 95 . 3. 5. gives a true and fair view of the consolidated cash flows for the year ended on that date. and also the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s Management. gives a true and fair view of the consolidated results of operations of Thermax Group for the year ended on that date.69 Crore as at 31st March 2012 and total revenues of Rs. An audit also includes assessing the accounting principles used and significant estimates made by Management. and the Consolidated Cash Flow Statement. whose financial statements reflect total assets of Rs. 2012 H. We believe that our audit provides a reasonable basis for our opinion.9. Mahajani Partner (Membership no. on a test basis. 2.99 Crore for the year then ended and the Profit of Rs. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 2006 as amended and on the basis of the separate audited financial statements of Thermax Limited and its subsidiaries included in the consolidated financial statements. An audit includes examining.591. 105102W Place : Pune Date : May 11. On the basis of the information and explanations given to us and on the consideration of the separate audit report of the individual financial statements together with the Notes to accounts thereon and attached there to given in the prescribed manner. the Consolidated Statement of Profit and Loss. We have examined the attached Consolidated Balance Sheet of Thermax Limited and its subsidiaries (therein referred to as “Thermax group”) as at 31st March 2012. No. 4. 7. and our opinion. of Thermax Limited and its subsidiaries. is based solely on the report of the other auditor. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 – Consolidated Financial Statements.Auditors’ Report Auditors’ report to the Board of Directors of Thermax Limited on the Consolidated Financial Statements of Thermax Limited and its Subsidiaries 1. we are of the opinion: (a) (b) (c) the Consolidated Balance Sheet. evidence supporting the amounts and disclosures in the financial statements. We did not audit the financial statements of the ten foreign subsidiaries. in so far as it related to the amounts included in respect of subsidiaries.35 Crore for the year then ended (before giving effect to the consolidation adjustments). as well as evaluating the overall financial statement presentation. Khare & Company Chartered Accountants Firm Reg.44 Crore for the year then ended and cash flows amounting to Rs.504.P. These financial statements have been audited by other auditors whose reports have been furnished to us. We have conducted our audit in accordance with auditing standards generally accepted in India. gives a true and fair view of the consolidated state of affairs of Thermax Group as at 31st March 2012. For B. as notified by the Companies (Accounting Standard) Rules. Our responsibility is to express an opinion on these financial statements based on our audit.

12 160.34 TOTAL The notes are an integral part of these financial statements.89 51.68 698. Long-term Borrowings b.50 1629. Short-term Provisions TOTAL II 1. No.18 174.82 1329.79 968. Other Current Assets 3 4 5 6 Note No As at March 31.93 2757. 1.87 246.83 1291. Trade Payables c.33 111. 2012 Rs.97 3064. Non-current Investments c. 7 8 9 10 182. Mahajani Partner Membership No.96 1334. Long-term Loans and Advances d.13 1266.05 2563.76 113. 4. P.41 4099. Other Current Liabilities d. 2011 Rs. 3. Crore As at March 31.88 54. As per our report of even date For B. ASSETS Non-current Assets a.61 1370.48 0.38 560.39 177.06 1314. Share Capital b. Crore 1 2 23. Fixed Assets i Tangible Assets ii Intangible Assets iii Capital Work-in-progress b.50 24.64 87.37 229.89 M.77 48. Chartered Accountants Firm Reg. 105102W H.21 35.03 23. S. 15 16 17 18 19 20 239.Consolidated Financial Statements Balance Sheet as at March 31.96 365. Khare & Co.89 4672. 2012 96 .87 688. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer 4672.50 366.04 199.71 1034. Unnikrishnan Managing Director Devang Trivedi Dy. Long-term Provisions Current Liabilities a.67 1020. K. Company Secretary Pune.25 180. Inventories c. Cash and Cash Equivalents e.57 – 62.21 271.21 3406. Other Long-term Liabilities d. Trade Receivables d.26 2.22 181. 2012 Particulars I. 30168 Pune.04 0.83 1605.91 29. Short-term Loans and Advances f. Deferred tax Liabilities (Net) c. Short-term Borrowings b.60 37.55 625.44 11. May 11.26 12 13 14 2. Current Investments b.97 84.89 4099.43 278.11 892.09 551. Other Non-current Assets Current Assets a.99 63. May 11. EQUITY AND LIABILITIES Shareholders’ Funds a.89 11 662.16 168. Reserves and Surplus Minority Interest Non-current Liabilities a.

74 138. May 11. 2. 30168 Pune.94 (4.03 Year Ended March 31.X . S.03 32.18 573.21 82. Crore 5443.83) 557.74 (2.54) 376.44 – 573. K. Unnikrishnan Managing Director Devang Trivedi Dy.59 227.38) 403.87 144. Crore 6229. 105102W H.97 5577.47 – 596. 2012 Rs.Rs. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. Company Secretary Pune.44 (193.61 5393.47 54.11) 392. 2/.XI) XIII Earnings per equity share (EPS) . P.86 5299.86 33.47 (198.53 6091. 2012 Particulars Note No Year Ended March 31. Chartered Accountants Firm Reg.97 (32. [Equity Shares of Rs.62 3246.99 265.01 94.47 – 596.17 66.69 596.63 I Revenues from Operations (Gross) Less : Excise Duty Revenues from Operations (Net) Other Income Total Revenue (I+II) Expenses : Cost of Materials Consumed Purchases of Stock-in-Trade Changes in Inventories Employee Benefits Finance Costs Depreciation and Amortisation Other Expenses Total Expenses 21 II III IV 22 V Profit before exceptional and extraordinary items and tax (III-IV) VI Exceptional items VII Profit before extraordinary items and tax (V . Basic Diluted The notes are an integral part of these financial statements.VI) VIII Extraordinary Items Profit before tax (VII. Khare & Co. 2012 97 .86 32. As per our report of even date For B. May 11.25 1097.16 826.66 4.VIII) Tax expense: 1. Current tax 2.63) 454. 2011 Rs.16 23 24 25 26 11 27 3618.Consolidated Financial Statements Statement of Profit and Loss for the year ended March 31.80 12. Deferred tax Profit after tax Less : Minority Interest IX X XI XII Profit (Loss) for the period (IX .69) 381.52 35 33.14 (11.56 4820.44 – 573. Mahajani Partner Membership No.22) (6.each] 1. No.96) (2.95 6174.

22) 0.92) (8.26) (0.37) 261.59 – 572.65) (866.92) 996.71) 264.79) 1.16 (4.76 (178.50 (233.42) (0. Crore 2010-11 Add Adjustments for Depreciation Provision for Doubtful Debts Interest paid Lease rentals Paid 66.04 (112.66) – 439.61 (1.28 50.05 45.14 98 .48 Adjustment for Extra Ordinary Items Amount payable under out of court settlement Cash generated from Operations ( After Extra Ordinary Items before tax) Direct taxes paid Net Cash from Operating Activities (after tax) B Cash Flow from Investing Activities Purchase of Fixed Assets Purchase of Investments Proceeds from sale of Investments Acquisition of Subsidiary Exchange Rate Fluctuation Minority Interest Contribution Interest / Dividend / Brokerage received Net Cash from Investing Activities (372.29) 1002.63) 73.Consolidated Cash Flow Statement 2011-12 A Cash Flow from Operating Activities Net profit before tax before Extra-ordinary items 596.47 573.71 Less Adjustments for Interest / Dividend / Brokerage ( Income received) (Profit)/Loss on sale of Investment (Profit)/Loss on sale of assets Provision for Long Term Investments-Written back Operating profit before working capital changes (47.44 Rs.77 (191.26 – 20.17 3.15 (58.43) (1000.68 Adjustments for Trade and Other Receivables Inventories Trade Payables Cash generated from Operations (Before Extra Ordinary Items) (506.27 54.76 (373.05) 4.94) 309.81 439.25 15.39 (155.48) (4.59 12.10) 274.47 2.56) (150.31 420.50) 637.41) (53.94) 47.35 71.01 (183.

17) (124. 105102W H. K.35 688.62) 10.55) (17. Mahajani Partner Membership No.71) (4.Consolidated Cash Flow Statement (Contd. May 11. Chartered Accountants Firm Reg.27) (12.00 0.21 688. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson M.37 (3. 2012 99 .) Rs.04 – 698.04 2010-11 As per our report of even date For B. Unnikrishnan Managing Director Gopal Mahadevan Executive Vice President & Chief Financial Officer Devang Trivedi Dy. 122. P. S.46) 40. 30168 Pune. Khare & Co. May 11.25 116.48 670. No. Company Secretary Pune.47) (69.64 (2.21 17. Crore 2011-12 C Cash Flow from Financing Activities Increase/(Decrease) in borrowings Lease rentals paid Interest paid Dividend paid and Tax thereon Net Cash from Financing Activities Net (decrease)/increase in Cash & Cash Equivalents Opening cash & bank balances Opening cash & bank balances of Acquired Subsidiaries Closing cash & bank balances The notes are an integral part of these financial statements.

300 Euity Shares of Rs.43. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.each) (a) Reconciliation of number of equity shares As at March 31.56.91.56.00 75.000 Equty Sahares of Rs 2/.00 75. 2012 Rs. (c) Equity Shares held by holding company 6.78 64328500 6888305 As at March 31. 2011 % No of Share held 53.00 75.300 equty Shares of Rs 2/.2 per share Each shareholder is eligible for one vote per share held.500 share are held by holding company.56.91.78 64328500 6888305 100 . 2012 Number of Shaes Rs Cores 11.91.00.83 23. preferences and restrictions attached to shares Equity Shares: The company has one class of equity shares having a par value of Rs.300 11. Crore (Previous year 37. 2011 Number of Shaes Rs Crore 11.50. 2/.300 23. Anu Aga As at March 31.99 5.99 5. except in case of interim dividend. RDA Holding & Trading Pvt.each 75. Mrs. Ltd.83 23. in proportion to their shareholding.each) Issued.000 equty Shares of Rs 2/.500 shares) (d) Details of Equity shares held by shareholders holding more than 5% of the aggregate shares in the Company Name of Shareholder RDA Holding & Trading Pvt. Ltd.83 As at March 31. (Previous year 6.91.91. Crore As at March 31. 2012 % No of Share held 53.83 23.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 1 Share Capital Equity Share Capital Authorised : 37.50.83 Shares outstanding at the begining of the period Shares outstanding at the end of the period (b) Rights. the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts.83 23.28. In the event of liquidation.00 Reference to note no As at March 31.56.00. 2011 Rs.43. subscribed and fully paid : 11.300 11.each 23.300 23.91.56.56.83 23.83 (Previous year 11.28.

13 13.53) (43.34 61.13 13.35 381.58 35.60 84. Crore 50. Crore As at March 31.50 11.24) (17.52 0.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 2 Reserves and Surplus Capital Redemption Reserve Per Last Balance Sheet Share Premium Reserve Per Last Balance Sheet Capital Reserve Per Last Balance Sheet Capital Reserve on Consolidation Hedging Reserve Per Last Balance Sheet Adjusted to Profit and loss statement General Reserve Per Last Balance Sheet Transferred from Surplus Foreign Currency Translation Reserve Surplus Per Last Balance Sheet Profit for the year Proposed Equity Dividend Tax on Dividend Transfer to General Reserve Reference to note no As at March 31.35 73. 2012 Rs.08 84.94 9.82 (15.52 (83.63 (107.38) 4.94) 609.71 4.92 1605.00 332.50 57.27 37.41 30.91 Note 4 Deferred Tax Liabilities (Net) Deferred Tax Asset Provision for Doubtful Debts Others Total (A) Deferred Tax Liability Depreciation on Fixed Assets Others Total (B) Net Deferred Tax Liability (B-A) 17.44 291.08 87.94 43.34 61.94 41.00) 825.21) 2.03 48.92 17.77 14.44 (2.10 4.34 1291.13 825.88 101 .92 15.34 403.94 (0.23 332. 2011 Rs.83 0.41 59.91 29.00) 1088.10 4.41) (13.00 375.62 15.71 19.06 Note 3 Long-Term Borrowings Secured Long Term Borrowings Term Loans From Banks From other than Banks 32 87.40) (41.50 50.

45 0.04 0.91 – 107.07 (5.73 54.54 1.18 32 19.16 0.11 1057.17 0.11 Note 8 Trade Payables Trade Payables Acceptances Note 9 Other Current Liabilities Contracts in Progress Current Maturities of Long-term Debt Interest Accrued but not due on Loans Customer Advances Foreign Currency Forward Contract Trade Deposits Unpaid Dividends Sales Tax Payable Other Liabilities Other Payables Note 10 Short-term provisions Short-term Employee Benefits Long-term Employee Benefits Proposed Equity Dividend Provision for Tax on Dividend Provision for Warranty Others 856.07 182. 2011 Rs.73 87.61 33.19 0.79 2.58 7.40 42.72 163.30 0.04 63.53 112.18 0.79 – 0.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 5 Other Long-term Liabilities Trade Payables Customer Advances Trade Deposits Other Liabilities Note 6 Long-term Provisions Others Note 7 Short-term Borrowings Secured : From Banks Unsecured : From Banks Reference to note no As at March 31. Crore 10.43 968.16 15.87 17.15 9.07 48.37 0.57 48.24 17.51 892.93 102.23) 0.31 61.79 0.05 102 .21 131.96 831.90 49.38 1334.81 83.41 196.22 49. Crore As at March 31.41 13.16 8.67) 1.95 833.71 1329.82 242. 2012 Rs.73 271.43 97.22 (0.87 19.86 7.64 278.53 67.67 7.48 10.

07 7.57 115.21 785.58 11.19 1067.Freehold Land .13 21.Leasehold Building Plant & Machinery Electrical Installation Office Equipment & Computer Furniture & Fixtures R & D Equipments Vehicles Total Tangible Assets (A) B.91 35.25 67.12 Gross Block Additions/ Adjustments during the year Deductions during the year Total Cost as at 31.2012 As at 31.66 160.62 8.50 103 .66 662.00 0.86 0.86 3.29 23.02 7.46 204.59 625.78 18.46) (23.17 5.20 0.00 34.2011 Particulars Note 12 Non-current Investments Non Trade : Investments in Equity Instruments : Quoted Equity Shares (fully paid up) Quoted Equity Shares (partly paid up) Unquoted Equity Shares (fully paid up) Equity Instruments in Subsidiary (fully paid up) Investments in Preference shares : Unquoted Preference Shares (fully paid up) Preference shares in Subsidiary (fully paid up) Investments in Mutual Funds Provision for Diminution in value of Long-term Investments Reference to note no As at March 31.10 0.15 285.36 75.08 8.07) (0.3.33 246.13 1. 2012 Rs. Crore Particulars Cost as at 1.29 4.22 3.87 844.07 7.79 282.P 118.10 47.67 10.75 14.87 1067.60 351.89 364.36 77.29 229.11 7.36 14.45 24.3.13 47.49 92.50 53.89 7.01 8.52 300.83 15.25 54.63 33.16 9.77 3.49 0.38 8.17 7.Notes attached to and forming part of the Consolidated Financial Statements Note 11 Fixed Assets Rs.92 127.09 785.35 28.73 1.48 (0.79 0.89 31.46 118.86 14.71 136.06 0.47 13.01 189.24 0.10 0.98 282.3.65 132.96 0.27 18.20 42.96 50.43 13.73 14.80) (0.11 0.18 1.64) 6.36 77.60 2.07 7.60 3. TANGIBLE : Land .06 0.16 181.38 1. 2011 Rs.2012 Upto 31.79 0. Crore As at March 31.51 6.22 7.91 (0.00 3.3.I.36 15.90) 0.23 35.39) (0.73 7.37 28.86 24.03 0.64 160.03 0.2011 Depreciation Deductions/ Adjustments during the year Provisions during the year Total as at 31. Crore 0.2012 Net Block As at 31.13 23.00 26.10 1.21 253.05 2.44 7.79 741.86 0.4.58 – 14.03 44.33 536.79 2.56 30.50 26.66 52.70 0.31 1.21 10.80 878.86 11.08 42. INTANGIBLE : Goodwill Software Technical Know How Total Intangible Assets (B) TOTAL FIXED ASSETS (A+B) Previous Year Capital W.32 5.79 0.36 74.86 36.80 38.77 1192.86 – 0.67 37.00 267.40 7.46) (0.69 7.52 80.23 218.3.13 0.28 40.07 0.46 19.15 27.46) (1.2011 A.79 2.72 9.95 242.46 66.66 319.18 963.10 0.02 24.02 7.58 33.89 214.46 18.23 68.87 378.15 26.75 9.46 1.90 348.

76 28.02 46. considered good Capital Advances Security Deposits Housing Deposit to Key Managerial Personnel Advances recoverable in cash or kind Advances to Staff and Workers Other Loans and Advances Reference to note no As at March 31.00 24.86 113.02 10.87 28. Crore As at March 31.58 2.67 104 .59 – – 61.39 Note 14 Other Non-current Assets Long Term Trade Receivables Unsecured Considered good Considered doubtful Less : Provided for Fixed Deposit with more then 12 month in maturity Interest accrued on Fixed Deposit Advance Payment of Income Tax and Wealth Tax Advance Payment of Fringe Benefit Tax Sales Tax Recoverable Others 18 9.69 12.07 37.95 0. 2012 Rs.50 239.65 2.76 4.41 0.73 14.96 71.06 177.16 3.57 0.50 229.29 1.67 0.01 2.61 250.80 23.13 45.17 366.31 2.19 62.07 50.87 6.66 0.96 Note 16 Inventories Raw Materials Work-in-Progress Finished Goods Stores and Spares Stock-in-Trade 248.41 14. Crore 39.29 365.93 6.58 5.96 229.70 0. 2011 Rs.78 – – 1.80 1.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 13 Long-term Loans and Advances Unsecured.79 72.71 Note 15 Current Investments Non Trade : Investments in Mutual Funds 239.

drafts on hand Less : Deposit with more than 12 month in maturity disclosed under “Other Non-current Assets” Note 19 Short-term Loans and Advances Unsecured.21 381.46 83.03 75.43 – 41.29 47. Crore As at March 31.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 17 Trade Receivables Unsecured: Outstanding for a period exceeding 6 months from the date they are due for payment : Considered good Considered doubtful Less : Provided for Others Note 18 Cash and Cash Equivalents Cash on hand Balances with banks Balances in current accounts Deposit with more than 12 month in maturity Deposit others Unpaid dividend account Cheques.50 0.25 7.78 749.30 48.77 11.09 187.71 61.45 77.20 1.36 940.21 2.95 698.67 688.01 560.20 1.67 584.91 551.07 199.63 40.92 61.28 0.39 0.03 99.65 1370.69 46.36 83.81 7.08 99.97 105 .41 1020.68 80.80 0. Crore 137.06 5.61 1.38 391.80 4. 2012 Rs.20 180.95 627.19 700.08 1233. 2011 Rs.87 11. considered good Advances recoverable in cash or kind Security Deposits Advances to Staff and Workers Others Note 20 Other Current Assets Contracts in Progress Prepaid Long Term Employee Benefits Balance in Central Excise & Customs Accounts Advance Payment of Income Tax and Wealth Tax Advance Payment of Fringe Benefit Tax Other Current Assets 14 Reference to note no As at March 31.97 78.43 21.35 0.86 6.04 167.

33 59.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 21 Revenue from Operations A.71 473.42 12.10 31.44 63. Sale (Product and Project) (i) India Add : Closing Contracts in Progress Less : Opening Contracts in Progress (ii) Outside India Add : Closing Contracts in Progress Less : Opening Contracts in Progress Total B.58 99.39 94.33 0.69 0. Sale of services (i) India (ii) Outside India Total C.69 8.70 1154.01 60.88 661.99 0.59 (0.06 5459.82 5.21 3686.59 1526.83 0.00 0.06 29. 2011 Rs.85 48.15 2.53 6091.07 191.86 5299.61 106 .00 0.57 191.38 0. Crore As at March 31.93 – 82.90) 1219.04 0.01 4887.83 3933.52 63. Crore 4026.49 0.22 0.83 209.66 51.21 44.14 709.00 – 7. Less: Excise duty (A+B+C-D) Revenue from Operations (Net) Note 22 Other Income Interest Income Dividend Income Long-term Investment Current Investment Net gain/loss on sale of investments Long-term Investment Current Investment Provision for Dimunition in value of Investments Written Back Other non-operating income Exchange Fluctuation Income (Net) (C) (B) (A) Reference to note no As at March 31. Other Operating Revenues Claims and Refunds Balances earlier Written Off now Recovered Commission Sale of Scrap Profit on sale of assets Provision for Doubtful Debt Written-back Interest Income Miscellaneous Income Total D.01 28.95 44.83 144.11 14. 2012 Rs.50 2.14 0.09 4.74 2.25 504.82 1545.32 2.87 138.96 6.70 3668.58 1.08 31.82 20.79 0.

Crore 252.93 23.92 3. 2012 Rs.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 23 Cost of Material Consumed Consumption of raw materials and components Opening Stocks Add : Stock of subsidiary acquired during the year Add: Purchases Less: Closing Stocks Reference to note no As at March 31.99 Note 24 Changes in Inventories Opening Stocks: Work-in-Progress Finished Goods Stock in Trade Stock of Subsidiaries Acquired during the year Less: Closing Stocks : Work-in-Progress Finished Goods Stock in Trade 71.79 4.12 (2.67 – 108.73 10.91 252.05 38.17 4.95 3274.69 12.93 23. Crore As at March 31.59 208.44 557.66 Note 26 Finance Costs Interest Expense Applicable net gain/loss on foreign currency transactions and translation 8.43 11.22 3618.39 75.69 30.69 12.60 16.67 108.63 20.66 71.65 454.29 69. 2011 Rs.73 46.70 111.89 3871.42 19.92 3246.36 3499.47 107 .25 12.92 – 3618.83) 21.47 – 4.80 391.63) Note 25 Employee Benefits Expense Salaries and Wages Contribution to provident and other funds Staff Welfare Expenses 490.29 (32.81 253.59 43.

73 91.37 1.29 16. Freight Outward Commission on Sales Other Selling and Distribution Expenses Free of Cost Supplies and Modifications Bad Debts Provision for Doubtful Debts Liquidated Damages Rent and Service Charges Rates and taxes.08 59.46 7.others Communication Traveling and Conveyance Advertising and Exhibition Expenses Legal & Professional Charges Printing and Stationery Bank Charges Additional Sales Tax and Turnover Tax Net loss on foreign currency transaction and translation Loss on Assets sold/discarded (net) Donations Miscellaneous Expenses Reference to note no As at March 31.15 6.48 37.11 5.98 32.69 3.53 27.01 62.21 1. Insurance Repairs to buildings Repairs to machinery Repairs .70 34.01 – 0.62 7.92 12.68 26.03 4.47 57.39 11.Notes attached to and forming part of the Consolidated Financial Statements Particulars Note 27 Other Expenses Consumption of stores and spare parts Power and Fuel Drawing.15 8.16 28.59 9.15 182.37 826. excluding taxes on income.89 36.66 150.44 6.90 59.62 32.30 19.79 6.49 1.44 12.58 93.33 10.75 3. Design and Technical Service Charges Site Expenses and Contract Labour Charges Erection.39 15.21 2.62 27. 2011 Rs.61 14.73 3.75 231.66 106. Fabrication Charges etc.97 23.51 8.10 18. Crore 157.96 3.95 40. 2012 Rs.56 108 .67 11.19 1097.93 10.98 8.34 49. Crore As at March 31.54 4.26 10.61 5.

Thermax (Zhejiang) Cooling & Heating Engineering Co. liabilities.V. income and expenses. Thermax Denmark ApS. Thermax Instrumentation Limited Thermax Onsite Energy Solutions Limited Thermax SPX Energy Technologies Limited Thermax Babcock & Wilcox Energy Solutions Pvt. subsequent to the date of investment. Ltd.3 Principles of Consolidation : a. Note 29 The CFS envisage combining of financial statements of Thermax Ltd and its following domestic and foreign subsidiaries: Sr. Differences between the actual results and estimates are recognised in the period in which the results are known / materialised.1 Basis for Preparation of Financial Statements Accounts of the Parent and its subsidiaries have been prepared under historical cost convention on accrual basis and comply with applicable accounting standards. The financial statements of the Parent and its Subsidiaries have been consolidated on a line-by-line basis by adding together the book value of like item of assets. 30. Thermax do Brasil-Energia e Equipamentos Ltda. Ltd.2 Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported period. Thermax Netherlands B. c. and “Group” refers to the Parent along with its subsidiaries. after eliminating intra group balance and unrealised profit / losses on intra group transaction. In the CFS. Ltd. and its sixteen subsidiaries of which ten are overseas subsidiaries. the term “Parent” refers to Thermax Ltd. 2012 100 100 100 100 51 51 100 100 100 100 100 100 100 100 100 100 Thermax Sustainable Energy Solutions Limited Thermax Engineering Construction Co. and are presented to the extent possible. Danstoker A/S Ejendomsanpartsselskabet Industrivej Nord 13 (EIN) Omnical Kessel & Apparatebau GmbH b.Notes attached to and forming part of the Consolidated Financial Statements Note 28 The Consolidated Financial Statements (CFS) pertains to Thermax Ltd. 30. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Note 30 Significant Accounting Policies 30. 109 . Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the date on which investment are made by the company in the subsidiary companies and further movement in their share in the equity. in the same manner as the Parent’s independent financial statements. The excess / deficit of cost to the Parent of its investment over its portion of equity in the Subsidiary at the respective dates on which the investment in such Subsidiary was made is recognised in CFS as goodwill / capital reserve. Name of the Subsidiary Company Country of Incorporation India India India India India India Mauritius UK USA Brazil China Netherlands Denmark Denmark Denmark Germany % voting power held by Parent as on March 31. Thermax International Limited Thermax Europe Limited Thermax Inc. No.

attributable to qualifying assets. patterns & tools are valued at weighted average cost. software. consumables. if any. stores & spares. research and development and such other intangibles are recognised as Intangible Asset. b. Inventories are valued at lower of cost and net realisable value. f.4 Foreign Currency Translation Indian Rupee is the reporting currency for the Group. are being amortised over a period of time (maximum six years) depending upon the nature of the expenditure and evaluation of future benefits there from. 30. The resultant translation exchange gain/loss has been disclosed as “Foreign Currency Translation Reserve” under the Reserves & Surplus. c. Depreciation on all fixed assets is provided by the domestic companies on straight line method at the rates and in the manner prescribed by Schedule XIV of the Companies Act. However. in respect of overseas subsidiaries.Notes attached to and forming part of the Consolidated Financial Statements 30.9 Deferred Revenue Expenditure Deferred revenue expenditure. 30.7 Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. cost and expenses are translated using average exchange rate prevailing during the reporting period. components.6 Assets Impairment Provision for impairment loss. provision for diminution is made to recognize a decline. on actual evaluation. in the carrying amount of such long term investments. Recoverable amount is the higher of an asset’s net selling price and its value in use. Therefore. if it is expected that such assets will generate sufficient future economic benefits. patents. to the extent relevant and applicable. Depreciation has been provided by overseas subsidiaries on method and at rate required / permissible by the local laws so as to write off the assets over the useful life. Long term investments are carried at cost. d. 110 . All the overseas subsidiaries have been classified as nonintegral operation according to Accounting Standard 11. Value in use is determined on the basis of the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. if any. All other investments are classified as long term investments. is recognized to the extent to which the carrying amount of an asset exceeds its recoverable amount. Current investments are carried at lower of cost and fair value determined on an individual investment basis. b. all the assets and liabilities are translated using exchange rate prevailing at the Balance Sheet date and revenue. e. Borrowing costs. the local currency of overseas subsidiaries is different from the reporting currency of the Group. technical know how. Cost of raw materials. Inventory obsolescence is provided for on the basis of standard norms and also were required. Cost incurred on leasehold land is amortised over the period of lease. Cost of finished goods & work in progress is arrived at on the basis of weighted average cost of raw materials and the cost of conversion thereof for bringing the inventories to their present location and condition. Expenditure incurred on acquisition or development of goodwill. d.8 Inventories a. However. are capitalised. 1956 / the economic useful life of the asset. 30. Tangible fixed assets are stated at cost (net of refundable taxes and levies) and include any other attributable cost for bringing the assets to working condition for their intended use. other than temporary in nature. 30. 30.5 Fixed Assets – Tangible and Intangible Assets & Depreciation a. c.

c. Compensated Absences Liability on account of obligation under the employee’s leave policy is provided on actual basis in respect of leave earned but not availed based on the number of days of carry forward entitlement at each balance sheet date. is charged to the statement of profit and loss on the basis of actual liability calculated as a percentage of salary. 111 . a defined contribution plan is charged to the statement of profit and loss on the basis of actual liability calculated as a percentage of salary. as applicable. Gratuity i. execution of which is spread over different accounting periods is recognized on the basis of percentage of completion method. 30. Provisions for warranty obligations are made in the accounts on substantial completion of contracts based on technical evaluation and past experience. ii. Provident Fund Liability on account of obligation under the employee’s provident fund. Fair value of plan assets. commissioning. f. Revenue in respect of products is recognized on dispatch of goods to the customer or when they are unconditionally appropriated to the contract. c. is provided on the basis of actuarial valuation. Provisions in respect of present obligations arising out of past events are made in the accounts when reliable estimates can be made of the amount of the obligation. a defined benefit plan. fabrication. b. being the fund balance on the balance sheet date with Insurance Companies under group gratuity-cum-life assurance policy. e..12 Revenue Recognition a. d. Contingent liabilities are disclosed by way of note to the financial statements. c. involving designing.11 Provisions and Contingent Liabilities a. guaranteeing performance thereof etc. Stage of completion is determined by the proportion that contract costs incurred for work done till date bears to the estimated total contract costs. agreement with trade union and employee short-term incentive plan. after careful evaluation by the management of the facts and legal aspects of the matter involved.10 Employee Benefits a. Bonus & Employee’s Short Term Incentive Plan Liability on account of obligation under the statutory regulations. b.Notes attached to and forming part of the Consolidated Financial Statements 30. b. interest cost and actuarial gains and losses are charged to the statement of profit and loss. supply. Current service cost. as applicable. Medical and Leave Travel Assistance benefits Liability on account of obligation under the employee’s medical reimbursement scheme and leave travel assistance is provided on actual basis. Superannuation Fund Liability on account of obligation under the employee’s superannuation fund. is recognised as an asset. Revenue in respect of projects for construction of plants and systems. is provided on actual basis as per the relevant terms as determined. Liability on account of obligation under the employee gratuity plan. Past service cost/effect of any curtailment or settlement is charged/credited to the statement of profit and loss. erection (or supervision thereof). iv. engineering. 30. iii. a defined contribution plan.

The accumulated changes in fair value recorded in the hedging reserve account are transferred to the statement of profit and loss in the same period during which the underlying transactions affect the statement of profit and loss and / or the foreign currency forward contract expires or is exercised. Foreign currency forward contracts are initially measured at fair value and are re-measured at subsequent reporting dates. the expected revenue from the contract (adjusted for probable liquidated damages. In terms of the risk management strategy. if any) arising from the development phase of such projects is recognised to the extent there is reasonable certainty of generating sufficient future economic benefits through commercial exploitation of such asset.Notes attached to and forming part of the Consolidated Financial Statements d. Changes in the fair value of such contracts. the Group does not use forward cover contracts for trading or speculative purposes. 30. Borrowing costs that are attributable to the acquisition or development of qualifying intangible assets are capitalized till the date they are put to use. which are designated and effective are recorded in the Hedging Reserve account. Difference between costs incurred plus recognized profits / less recognized losses and the amount of invoiced sale is disclosed as contract in progress. d. i. f. Transactions in foreign currencies are recorded at the exchange rates prevailing on the respective dates of the transactions. c.15 Hedge Accounting The Group uses foreign currency forward contracts to hedge its risk associated with foreign currency fluctuations. Any Intangible asset (net of government grants. e. terminated or no longer qualifies for hedge accounting. Revenue items of foreign branches are translated at average rate. c. 112 . Supply of spare parts and services are accounted on ‘as billed’ basis. or in cases covered by forward exchange contracts. g. Revenue in respect of long-term service contracts / maintenance contracts is recognized on the basis of stage of completion. Revenue expenses (net of government grants.14 Foreign Currency Transactions a. if any) and the foreseeable losses to completion. at the spot exchange rate prevailing at the inception of the forward exchange contract. 30. 30. if any) incurred during research and development phase of internal projects are recognised as and when incurred. Determination of revenues under the percentage of completion method necessarily involves making estimates (some of which are of a technical nature) concerning the costs to completion. Exchange difference on settlement of transactions in foreign currencies is recognized in the statement of profit and loss. Government Grants * * * Government Grant is accounted when there is reasonable certainty of compliance with its conditions and its ultimate collection. b. Assets (other than fixed assets) and liabilities denominated in foreign currency are translated at the closing exchange rates.13 Borrowing Costs a. Dividend from investments is recognized when the right to receive the dividend is established. Borrowing costs that are attributable to the acquisition of tangible fixed assets are capitalized till the date of substantial completion of the activities necessary to prepare the relevant asset for its intended use. b. h. Borrowing costs on working capital is charged to the statement of profit and loss in the year of incurrence.

Customs Duty & Service Tax Rs. 1. where required.11 Crore) b. Current tax is provided on the basis of estimated tax liability.44. ‘Energy’ and ‘Environment’.64 Crore (Previous year Rs. Liability for liquidated damages is recognised when it is deducted/claimed by the customer or when a reasonable estimate of the likely obligation can be made.56.84 Crore) Claims against Group not acknowledged as debts Rs. 0. 30. e. Provision for doubtful debts is made on the basis of standard norms in respect of debtors outstanding beyond predefined period and also.50 Crore) and other Statutes Rs.19 Crore (Previous year Rs. Water & Waste Recycle Plants. d. in respect of deferred tax assets.0. cash credits & overdrafts) from banks are secured by hypothecation of present and future stock of raw materials. being the differences between taxable income and accounting income that originates in one period and are capable of reversal in one or more subsequent periods.82 Crore (Previous year Rs. 113 . Annual fees payable under a License Agreement for acquisition of a right to use Licensed Marks are recognised and charged to the statement of profit and loss on payment. 20. on actual evaluation. Segments have been identified by the Management taking in to account the nature of the products. c.42 Crore (Previous year Rs.9. should the ultimate decision be unfavorable to the Group.19 Crore) Future Lease obligations payable on non-cancelable operating leases Rs. subject to the consideration of prudence. spares. Disputed demands in respect of Excise. 0.73 Crore (Previous year Rs. Note 31 Contingent Liabilities not provided for a.10 Crore (Previous year Rs. consumables. shipping loans. computed as per applicable provisions of tax laws. Sales Tax Rs. Deferred tax is recognized.17 Others a.0. customer profiles.82 Crore (Previous year Rs. finished goods and book debts. Ion Exchange Resins & Performance Chemicals. g.2.04 Crore) ii) References / Appeals preferred by Income Tax department in respect of which.Notes attached to and forming part of the Consolidated Financial Statements 30. 18.119.88 Crore).16 Taxes on Income a. 19. 152.09 Crore) i) Income Tax demands disputed in appellate proceedings Rs. the liability is estimated to be Rs. 8. Power Plants. Note 32 Secured Loans Working capital facilities (packing credits. semi finished goods. Absorption Chillers/Heat Pumps.82 Crore) c.86 Crore (Previous year Rs. 75. Composition of business segments is as follows: Segment a) b) Energy Environment Products Covered Boilers and Heaters. manufacturing process.00 Crore) Bills Discounted with banks Rs.51 Crore (Previous year Rs. 14. Liability for unexpired export obligations Rs. on timing differences. b. 14. The Group’s operations can be mainly classified into two primary segments. risk and reward parameters and other relevant factors. b.97 Crore (Previous year Rs. Air Pollution Control Equipments/ Systems. f.43 Crore) Liability in respect of partly paid shares Rs. 20. Note 33 Segment Reporting a) The Group has disclosed Business Segment as the primary segment. 7.

96) 594.03 0.46 971.30 2131. Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis.88 602.38 3.56 10.01 2166.53 1741.85 2664.49) 608.25 44. which are not directly attributable to the business segment. Rs.14 382.Crore Total 2010-11 Energy Environment Others 1165.95 (53.19 5.80 0.98 – – – 521. are shown as unallocated cost.01 523.33 392.28 – 16.93 – 10.99 0.84 994.40 497.52 8.17 204.22 1468. Crore 2010-11 4446.88 (0.61 23.Notes attached to and forming part of the Consolidated Financial Statements b) Segment Revenue.95 401.20 4298.31 5299.82 4908.19 2533.70 370.70 852. Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated Assets and Liabilities respectively.17 1173.01 1039.46 66.03 1655.22 0.89 4274.91 4.76) 2682.50 384.05 170.21 4298.37 3703.52 Rs.85 156.77 114 .62 (1.99 6091. Secondary segments have been identified with reference to the geographical location of external customers.52 4.14 – 171.13 133.73 607.51 336.18 5470.91 2132.47 2336.14 – 392.12 147.64 12.94 141.51 – 63. Composition of secondary segments is as follows: India Outside India Inter-segment transfer price is arrived at on the basis of cost plus a reasonable mark-up.21 440.15 6091.83 6.94 – 376.02 131. Segment Results.89 3302.06 55.08 9.62 272.25 54.21 2694.96) 577.47 196.15 (14.13 6.15 6223.91 – 131.44 0.67 1.09 2029.29 9.61 145.18 5299. The expenses.05 307.01 9.57 312.21 Total c) d) I) Information about Primary Business Segments : Particulars Revenue : Gross Revenue Less : Intersegment Revenue Net Revenue Result : Segment Result Unallocated expenses net of unallocated income Operating Profit Interest expenses Taxation for the year Profit after taxation and before exceptional items Extra-ordinary items of expenses / (Income) Net Profit Other Information : Segment Assets Unallocated Corporate Assets Total Assets Segment Liabilities Unallocated Corporate Liabilities Total Liabilities Capital Expenditure Depreciation Non-cash expenses other than depreciation 2011-12 Energy Environment Others 4909.50 376.03 1305.16 – – II) Information about Secondary Segments : Particulars Revenue India Outside India Total Carrying amount of Segment Assets : India Outside India Additions to Fixed assets : India Outside India 2011-12 4622.

91.07 0. Advance/ Deposits Outstanding at the end of the year Donation paid to Thermax Social Initiative Foundation 0. Particulars Profit After Tax and minority interest but before Extra-ordinary items (Rs.07 0.56.52 33.86 403.59 iii) iv) Note 35 Earnings Per Share Earnings Per Share (EPS) calculated in accordance with Accounting Standard 20 issued by The Institute of Chartered Accountants of India.56.) 2011-12 403.03 381.86 2010-11 381.58 5. M S Unnikrishnan The following transactions were carried out during the year with Related Parties in the ordinary course of business : Nature of Transactions 2011-12 Rent Paid Managerial Remuneration Sitting Fees Commission Loan.) Profit After Tax.300 32. Meher Pudumjee c) Mr.35 0. minority interest and Extra-ordinary items (Rs. Crore) Weighted average number of Equity shares of Rs.91.03 115 .Notes attached to and forming part of the Consolidated Financial Statements Note 34 Related Party Disclosures : Related party disclosures. 2/. over which control is exercised by individuals listed in ‘(ii)’ above Thermax Social Initiative Foundation Key Management Personnel : Mr. Ltd. as required under Accounting Standard 18 issued by The Institute of Chartered Accountants of India. Pheroz Pudumjee Enterprise.300 33.42 0.30 2. are given below: Relationship : i) ii) Holding Company : RDA Holding & Trading Pvt.63 32.58 7.99 0. Anu Aga b) Mrs.42 0.28 1. Crore 2010-11 0. Individuals having control or significant influence over the Group by reason of voting power.63 11. and their relatives : a) Mrs.each Basic & Diluted EPS before Extra-ordinary items (Rs.52 11. Crore) Basic & Diluted EPS after Extra-ordinary items (Rs.87 Rs.

02 Crore (Previous year Rs. Capital Commitments : Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. 59. Mahajani Partner Membership No. 30168 Pune. Note 37 The financial statements have been prepared in accordance with the requirement of the revised schedule VI to the Companies Act. P. Chartered Accountants Firm Reg. 1956 as per the Government Notification F.No. Nil). As per our report of even date For B. b. Company Secretary Pune. 2012 116 . 13. May 11. 2012 For and on Behalf of the Board Meher Pudumjee Chairperson Gopal Mahadevan Executive Vice President & Chief Financial Officer M. 208. Other Commitments : The Company has entered into “Share Purchase Agreement” (SPA) with two Indian Companies to acquire their share holding in an overseas Company. May 11. The comparative figures for previous year have also been accordingly restated to conform to the current year’s presentation. K. Khare & Co.2/6/2008-C. The amount involved in this contract and not provided for is Rs. 2011.39 Crore (Previous year Rs. 105102W H.Notes attached to and forming part of the Consolidated Financial Statements Note 36 Capital and other Commitments a. S. Unnikrishnan Managing Director Devang Trivedi Dy.L-V dated March 30.21 Crore). No.

53 2. Unquoted Equity Shares b. Ltd.80 (37.01) INR INR INR INR INR INR 7.35 170.63) 7.46 (3.13 45:63 67.01) (3.54 88.13 5.03 3. (U.90 135. # For the year ended December 31.02 7. 2010.04) 4.34 (3.04) (7. has ended on March 31. 2012.23 23.03 GBP 47. and included in above statement.06) 18. has been referred for voluntary winding up hence not included in above statement.97 (12.57) 0.19 (0.22 27.90 (0. the first financial year for the aforesaid companies beginning November 1.20 (1. 1956. ii) Thermax Energy Performance Service Ltd.73 DKK 9.43) 1.90 162. ^ iv) Danstoker A/S.04) Yuan 8.06) 0.12 2.A.15) (19. 2011 * Exchange Rate as on December 31.28 209.33 0. iii) Thermax Netherlands B.97 249. Thermax Sustainable Energy Solutions Ltd.54) 2.) Thermax Thermax do Brazil (Zhejiang) Energia e Cooling & EquipaHeating mentos Ltd.57) 1. Ejendomsanpartsselskabet Industrivej Nord 13 (EIN). V.2 2011-12 2011-12 2011-12 2010-12^ 1.51 (11. and included in above statement. Thermax Instrumentation Ltd.34 323.67 2. 2011-12 8. Thermax Netherlands BV. and Thermax Denmark ApS.89 65.44 40.85 4. (Mauritius) Thermax Europe Ltd.09) DKK 9.67 2. Engineering (Brazil) Co.84 76.10 (0.63 (5. Units Total Current Investments 117 Total Investments (A+B) 6 Turnover 7 Profit Before Tax 8 Provision for tax 9 Profit After Tax Proposed Dividend (Excluding Tax on Dividend) 11 Original Currency 12 Exchange rate as on March 31.40) 1.28 (13.48 (6.51 4.48 15.22 27.18 4. Danstoker EjendomsanpA/S artsselskabet Industrivej Nord 13 (EIN) Omnical Kessel & Apparateb au GmbH THIRTY FIRST ANNUAL REPORT 2011-2012 Summarised statement of financials of subsidiary companies pursuant to approval under Section 212(8) of the Companies Act.99 Thermax Denmark ApS.32) 1.65 20.THERMAX LIMITED Rs Crore Thermax Engineering Construction Co.28 209.43 23.03) 18.23 4.59) 1.54 2. 2012.44 139.67 2.90 135.84 (0.56 31.56 31.39 1.51 1.31 12.38) 74.21 (7.04) 3.77 0.00 241.30 (0.27) (13.41 31.38) (28.82 95.19 Brazilian Real USD 28. 2012 in INR Notes i) The annual accounts of the above Subsidiary Companies are open for inspection by any investor at the Company’s Corporate Office and the Registered Office of the respective subsidiary companies.21 1.13 76.21) 10.04 3.21 24.16 49.40 5. The financial year end of these Companies has been extended from September 30 to March 31.06 135. Sr Particulars No.39 66.15 2011# 2010-12^ 2010-12^ 2010-12^ 9.12 34.34 6.67 2.79 (2. Hence. (U.11 (4. the first financial year for the aforesaid companies beginning November 1.00 3.70 29.54) EUR 67.S.68 1.65 (3. Quoted Equity Shares c. Ltd.06 0.86 70.44* 209. and Omnical Kessel & Appamtebau GmbH have been acquired in month of November 2010. Hence.75 (6. iii) Thermax Hong Kong Ltd.39 2011-12 2011-12 2011-12 2011-12 2011.43 0.46 9.10 27.54 2.93 137.36 USD 47.69) (1.08 (10.37 0.08 23.34 6.54 1. Thermax SPX Energy Technologies Ltd.56 0.13 211. 2010. 2011 . Thermax Babcock & Wilcox Energy Solutions Thermax International Ltd.16 7.56) 1.42 DKK 9.63 39. have been incorporated in month of November 2010.06 (2.50 9. Thermax Onsite Energy Solutions Ltd.34 6.98 91.79 41.32 3.08 - 1 Capital 2 Reserves 3 Total Assets 4 Total Liabilities 5 Investments A) Long Term (Non-Trade Investments) B) Current Investments a.88 2010-12^ 0. (China) 2011-12 3. has been registered for dormancy as per laws of Hongkong hence not included in the above statement.56 296.42) EUR 67.01) 0. The financial year end of these Companies has been extended from September 30 to March 31.91 29.15 (1.04 0.09) (0.85 9.54) (0.22 27.09) (0. has ended on March 31.K) Thermax Inc.18 68.03 152.46) (19.88 80.54) (0.28 0.

13 4.73 32.69 170% 40 9.85 51% 32% 17.40 120% 28 6. 10/. 10/.00 0.74 0.25 38% 25% 38.) ** Dividend(%) Book Value per Share (Rs.87 58% 38% 25.each as bonus shares in the ratio of two RPS for every equity share held.00 0.each were sub-divided into face value Rs.60 0.98 0.00 1.THERMAX LIMITED .09 450% 108 6.64 0.56 400% 62 12. Crore PARTICULARS Domestic Sales (excluding excise duty) Export (Including Deemed Export) 2011-12 4101 1143 2010-11 3722 1066 2009-10 2432 656 2008-09 2299 912 2007-08 2479 678 2006-07 1735 402 2005-06 1157 308 2004-05 740 176 2003-04 446 118 2002-03 398 116 % to Total Sales Total Sales 22% 5244 22% 4788 21% 3088 28% 3211 21% 3157 19% 2137 21% 1465 19% 916 21% 564 22% 514 % Growth Other Income Total Income Total Expenses Profit before Depreciation.34 15.01 44% 30% 26.14 8.00 0.80 14.09 34.37 120% 30 6. Equity Shares of face value Rs.00 1.27 13.) ** Earnings per Share (Rs.34 20% 14% 4.17 21% 16% 5.00 1.00 21% 15% 5.90 0.12 0.00 1.33 9.00 0.00 1.39 23.86 4.26 11.15 350% 134 9.01 0.02 187.14 4.68 0.64 0. 118 .87 250% 88 7. 2/.00 0.74 0.15 44% 30% 35.each and accordingly all the previous years’ fiqures have been restated.) ** 9.76 300% 49 10.05 120% 30 $ Issued 6% Redeemable Preference Share (RPS) of face value Rs. Interest.81 24.00 0.89 41% 24% 10. Extra Ordinary Items and Tax 10% 131 5375 4720 655 55% 147 4935 4317 618 (4% ) 147 3235 2801 434 2% 92 3303 2850 453 48% 89 3246 2795 451 46% 73 2210 1894 316 60% 33 1498 1289 209 62% 25 941 848 93 10% 40 604 516 87 17% 39 552 473 80 (% to Total Income) Depreciation Interest Extra-ordinary Items of Expenses Profit before Tax 12% 47 7 0 601 13% 43 2 0 573 13% 40 2 115 277 14% 32 3 (1) 419 14% 22 1 (2) 430 14% 19 1 5 291 14% 15 1 0 193 10% 9 1 0 83 14% 9 0 6 72 14% 10 1 6 64 (% to Total Income) Tax Profit after Tax 11% 194 407 12% 191 382 9% 136 141 13% 132 287 13% 150 281 13% 103 188 13% 69 123 9% 28 55 12% 18 54 11% 15 48 (% to Total Income) Gross Block Net Block Investments Current Assets Current Liabilities Net Current Assets Deffered Revenue Expenses Capital Employed Equity Share Capital Preference Share Capital$ Reserves and Surplus Networth Loan Funds 8% 805 574 553 2913 2324 589 0 1601 24 0 1577 1601 0 8% 717 516 404 2658 2307 351 0 1292 24 0 1268 1292 0 4% 688 505 378 1663 2044 (381) 0 1051 24 0 1027 1051 0 9% 603 458 176 1287 1270 17 0 962 24 0 938 962 0 9% 419 326 580 1008 1163 (155) 0 736 24 0 712 736 0 8% 279 170 578 929 1087 (158) 0 579 24 0 555 579 0 8% 243 138 417 533 600 (67) 0 474 24 0 450 474 0 6% 177 102 316 368 368 (0) 1 402 24 48 332 355 0 9% 165 83 276 265 227 38 1 383 24 48 312 335# 0 9% 166 81 240 201 150 51 8 356 24 0 340 356 0 Fixed Asset Turnover Ratio Working Capital Turnover Ratio Debt-Equity Ratio Current Ratio Return on Capital Employed Return on Net Worth Cash Earnings per Share (Rs.00 0.FINANCIALS AT A GLANCE Rs.81 37% 13% 15.97 9.00 0.11 250% 81 9. # Networth reduced consequent upon issue of 6% RPS as bonus shares.00 0. Note : The Working Capital figures for FY 10-11 and FY 11-12 are based on revised Schedule VI classification and hence are not strictly comparable with previous years’ figures.00 1. ** During FY 2005-06.

82 37% 13% 15.each were sub-divided into face value Rs.30 7.11 5.02 1.80 0.89 16.02 1.06 1.20 40% 29% 36.00 0.90 38% 23% 9.18 22% 16% 6.05 1.00 1.25 250% 83 9.00 1.87 11.42 33. Extra Ordinary Items and Tax 26% 6031 15% 143 6174 5500 674 24% 5247 60% 146 5393 4762 631 22% 3277 (4%) 145 3422 2975 447 28% 3404 (1%) 97 3501 3038 463 21% 3433 50% 93 3525 3055 471 19% 2290 43% 73 2363 2038 325 24% 1606 29% 34 1640 1449 190 28% 1247 60% 34 1281 1165 117 27% 777 11% 51 829 721 108 28% 699 19% 42 741 641 100 (% to Total Income) Depreciation Interest Extra-ordinary Items of Expenses Profit before Tax 11% 66 12 0 596 12% 54 4 0 573 13% 44 2 115 286 13% 35 4 (1) 425 13% 23 2 (2) 448 14% 19 2 5 298 12% 16 2 0 173 9% 12 1 0 104 13% 12 1 6 89 14% 14 1 6 79 (% to Total Income) Tax Profit after Tax and before Minority Minority Interest Profit after Tax and Minority interest 10% 204 392 (11) 403 11% 196 377 (5) 381 8% 142 144 0 144 12% 136 289 289 13% 157 291 291 13% 105 194 194 11% 70 103 103 8% 37 67 (1) 68 11% 23 65 3 62 11% 20 59 3 56 (% to Total Income) Gross Block Net Block Investments Current Assets Current Liabilities Net Current Assets Deffered Revenue Expenses Capital Employed Equity Share Capital Preference Share Capital$ Reserves and Surplus Networth Minority Interest Loan Funds 7% 1193 1091 240 3406 2758 648 0 1829 24 0 1605 1629 112 88 7% 1068 821 241 3065 2563 502 0 1452 24 0 1291 1315 52 85 4% 742 548 370 1832 2239 (407) 0 1096 24 0 1054 1078 9 8 8% 661 509 143 1402 1372 30 0 995 24 0 967 991 0 4 8% 433 349 560 1119 1259 (140) 4 756 24 0 736 756 0 0 8% 292 179 574 1024 1178 (154) 0 592 24 0 566 590 0 2 6% 253 144 397 590 655 (66) 0 462 24 0 431 455 0 7 5% 232 134 318 536 519 17 1 455 24 48 378 401 0 7 8% 207 102 287 379 321 58 1 434 24 48 337 377 17 9 8% 215 102 242 270 210 59 8 388 24 0 357 386 13 2 Fixed Asset Turnover Ratio Working Capital Turnover Ratio Debt-Equity Ratio Current Ratio Return on Capital Employed Return on Net Worth Cash Earnings per Share (Rs.each and accordingly all the previous years’ fiqures have been restated.00 0. Interest.46 120% 34 7.00 0.96 170% 38 9.28 22% 14% 5.03 450% 110 5.69 113.20 24.) ** 5.57 32.02 0.00 0.87 52% 33% 17.FINANCIALS AT A GLANCE Rs.34 0.60 13.30 0.86 350% 137 6.85 0.16 0. 2/.01 0.07 120% 32 6.89 4. 10/. ** During FY 2005-06.00 0.) ** Earnings per Share (Rs.23 33% 25% 39.81 0.46 0.46 5.82 12.THERMAX GROUP .26 300% 49 11. Crore PARTICULARS Domestic Sales (excluding excise duty) Export 2011-12 4457 1574 2010-11 3997 1250 2009-10 2557 720 2008-09 2445 959 2007-08 2718 715 2006-07 1849 441 2005-06 1214 393 2004-05 895 352 2003-04 570 207 2002-03 501 198 % to Total Sales Total Sales % Growth Other Income Total Income Total Expenses Profit before Depreciation. Note : The Working Capital figures for FY 10-11 and FY 11-12 are based on revised Schedule VI classification and hence are not strictly comparable with previous years’ figures. Equity Shares of face value Rs.02 43% 29% 27.40 400% 63 12.98 0.5 9.34 24.89 59% 38% 26.39 10. 119 .03 23% 17% 6.19 0.89 0.32 74.00 0. 10 each in the ratio of two RPS for every equity share held.11 250% 90 6.67 120% 32 $ Issued bonus 6% redeemable preference share (RPS) of face value Rs.) ** Dividend(%) Book Value per Share (Rs.

NOTES 120 .

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Sustainable Solutions Energy & Environment .

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