2009-10ANNUAL REPORT 2009-10

25 Years of Excellence25 Years of Excellence

Complete range of air-conditioners and thermal engineering products for

automotive applications

HVACs & EvaporatorsCompressors

Hoses & Tubes Oil Coolers, CACsCondensers Rail A/C Truck Refrigeration

Bus A/C (15 seater - 45 seater)Cooling Module

A JV Company of Sur i Group , Denso Corpn . , Japan and Suzuk i Motor s Corpn . , Japan

Subros Limited: World Trade Centre,

Barakhamba Lane, New Delhi - 110001.

Tel.: +91-11-23414946-49 Fax: +91-11-23414945

LGF,

www.subros.com

5million satisfied5million satisfiedcustomers

In our silver jubilee year, we are pleased to announce achievement of a new

milestone of completing delivery of 5 million kits to our customers since

inception. We thank our customer partner our collaborator

and JV partner all our customers, employees and supply partners for

their support and co-operation.

Maruti-Suzuki,

Denso,

India's No.1India's No.1Automotive

Air ConditioningAir ConditioningCompany

Dear Shareholders,

I am pleased to share with

you that your company has

completed its 25 years of

excellence. Strength of

character, hard work, sagacity,

resilience and foresight has

successfully helped Subros to

complete its 25 year journey

with your continued support

and faith.

It givesme immense pleasure to inform you that your

company did well during the year 2009-10 by achieving

sales volume growth of 21% and sales revenue growth of

25% to Rs.984 crores. As a result, your company could

manage profit before tax of Rs.39.51 crores and net

profit after tax of Rs.28.09 crores .

Your company remains focused on people and

technology. We have made substantial investments in

technology, processes, systems and infrastructure,

innovation and brand building towards acquiring

international competitiveness in terms of quality and

cost. A strong technical support, a state of the art

infrastructure and the passion to achieve, is the

strength behind solid standing of the company.

Global economies were seeing no sign of recovery

from the economic turbulence and chaos which sparked

off in the last quarter of 2008 and the year 2009 began

on a low key. Against the backdrop of this global crisis,

the Indian Auto Industry has fared considerably better.

Only India and China, among the world's largest

markets, can be seen on a growth path. The Indian

Automobile Industry was quick to recover lost ground

largely backed by the stimulus package announced by

government. The Passenger Car and Light Commercial

Vehicle segments were the first to respond and stabilize

by beginning of the 2nd quarter of 2009. Today

opportunity is unlimited, as the Automobile Industry is

very buoyant with a large number of new models lined

up for launch in next couple of years. Even the entry of

new players in the market has created a good

opportunity. This gives us ample opportunities to

capitalize on the situation.

Sincere marketing efforts have helped the company

From the desk of the Chairman

bag good orders. Many development projects have been

completed successfully and many are in progress. The

strong foundation of quality, productivity and

manufacturing excellence built by your company is

helping us to sustain growth.

Your company is also trying to diversify its activities

in the Commercial Vehicles Segment & Engine Heat

Exchangers and expects a good growth in these

segments. This will also significantly increase our

product base.

Your company continues to be one of the best

vendors for its customers. Company received accolades

from Maruti Suzuki India Ltd. and Tata Motors Ltd. on

account of superior performance in the areas of

Systems, Quality Awareness, Cost effectiveness,

Delivery and Vendor Performance for VA-VE.

In order to sustain its leadership position and to

meet the growing requirements of our customers, we

will continue to focus on our two biggest assets People

and Technology. Our aim is to enable our two assets to

achieve the company goals in Quality, Cost, Delivery

and Development.

I am pleased to inform you that your company has

entered into a Design JV Agreement with Denso

Corporation, Japan which will further enhance design

and development capabilities of Subros to support new

products/business development for the satisfaction of

its ultimate customers.

I am grateful to our partners, Denso Corporation,

Japan and Suzuki Motor Corporation, Japan for their

continuous support and making this 25 year journey a

great success. And, dear shareholders without your

sincere support, Subros could not have had a smooth

and comfortable journey of 25 years.

Thank you for your confidence and faith and wish

you a great success in the coming years

Ramesh Suri

Chairmana

Annual Repor t 2009-10

b

Dear Shareholders,

At the outset, I would like to

thank you for your continued

support and faith in the

management of your company.

2009-10was a relatively good year

for the industry and also for your

company. I am really pleased to

inform that your company has

completed 25 years since its establishment on 14th Feb

1985. This is definitely the time to look back and thank one

& all who believed in the company and contributed to

Subros' continued journey of growth & excellence.We look

forward to the same support from all of you in the years to

come

The year saw a robust growth in the passenger car

segment of 28%, our key customer Maruti Suzuki India

Limited grew by 29% and achieved a new milestone of

selling 1 million cars during the year, thus retaining its

leadership position. Your company also grew by 25% in

sales value and registered a turnover of Rs.984 crores vs

Rs.787 crores in the previous year. The company also

registered a profit before tax of Rs.39.51 Crores as against

Rs.18.58 Crores in the previous year. The major

contribution to this was implementation of continuous

cost reduction initiatives involving Value Engineering and

localization activities. We were also aided by stability in

the foreign exchange and the input costs.

Apart from above, 2009-10 has been a year of various

achievements for Subros as it received various

recognitions viz. India's 1st company by CII as 'TCM

Enabled' on 'TCM Maturity Model', awards from Maruti

Suzuki India Ltd. and TATA Motors Ltd. for Delivery

Performance, Quality Awareness, System Audit and Value

Analysis (VA) & Value Engineering (VE).

While the industry remains buoyant, the future

scenario is increasingly becoming more challenging and

competitive. Our success will largely depend upon our

commitment, discipline and willingness to understand and

meet customer expectations on the aspects of Quality,

Cost, Delivery andTechnology.

As we enter our Silver Jubilee year, Subros has

embarked upon major strategic initiatives to grow

revenue, improve profitability & market share in all

From the desk of the Managing Director

business domains identified for future growth. This will

include capacity expansion for the growth of existing

business as well as broadening of our product and

customer base to harness the potential in the Commercial

Vehicle Air Conditioning segment and Engine cooling

systems. This will ensure market leadership & long term

sustainability for the company. While these goals and

Targets seem challenging, we are confident that wewill be

able to meet these challenges with our efforts and

proactive approach backed by support of our

Collaborators, confidence of our Customers and your faith

in the Company.

I would also like to take this opportunity to inform you

that your company has entered into a Design JV with its

long standing partners Denso Japan. This JV will be

focused on providing engineering services in the form of

product design to Subros as well as all Denso Subsidiaries

in the region. We believe that this will further enhance

your company's technical ability and improve efficiency

and effectiveness both internally as well as at the

customer end.

Your company continues to remain focused on

development of its assets viz. People and Technology

which have been instrumental in the company's success so

far and will play even far bigger role in achieving

company's objectives of customer satisfaction, technology

differentiation and cost leadership in the years to come.

In the end on behalf of the entire board and

management of Subros, I would like to thank our partner

and customer Suzuki Motor Corporation for their

continued support and our Technology partner Denso

Corporation Japan, who committed to provide the latest

and the best in technology to cater the demands of our

customers and the ever changing Industry scenario.

Finally I would once again like to thank you, our

Customers, Employees and all stakeholders with whose

support your company feels confident to meet all it future

goals and face all challenges with ease.

Thank you for your support and wishing you a great

year ahead.

With best regards

Shradha Suri Marwah

Managing Director

Annual Repor t 2009-10

OUR CUSTOMERS

About us

Subros was established in 1985 as a joint venture

between the Suri brothers, Denso Corporation, Japan

and Suzuki Motor Corporation, Japan.

Subros is the largest and only integrated Auto Air

conditioner manufacturer in the country, with

capacity of 1 Million AC units per Annum. It has three

plants in Noida and one each in Pune and Manesar and

one coming up in Sanand shortly.

Subros manufactures Compressors, Condensers,

Heat Exchangers and all the connecting elements

which are required to complete theAC loop.

c

Annual Repor t 2009-10

Maruti A-star

2009

Mahindra Xylo

2009

Tata Indica Vista

2009* PROJECTEDA.C KITS VALUE (Rs. in lacs)

10-11*

Qu

an

tity

(No

s.)

0

100000

200000

300000

400000

500000

600000

700000

800000

900000

1000000

1100000

1200000

1300000

1400000

1500000

91-92 96-97 01-02 06-07 07-08 08-09 09-1005-06

VA

LU

E(I

nL

acs)

0

20000

40000

60000

80000

100000

120000

140000

160000

180000

200000

86-87

Mr. D.M. Reddy, CEO receiving Maruti Suzuki VendorPerformance Award 2009-10

d

Performance

Vendor Performance Awards 2009-10

Quality AwarenessQuiz Award

VA-VE Award System AuditRating Award

Annual Repor t 2009-10

2007-2008 MUL Award for Outstanding Overall

Performance, Vendor Performance in Warranty

Improvement, System Audit Rating Performance

and VA-VE

MUL Certificate for Appreciation for participating

in All India Vendor Conference

Tool Room

Design Centre

Test Centre

(Wind Tunnel & Calorimeter)

New Generation Compressor

New HVACs

Mini Bus AC

MSIL awards for Outstanding overall

performance, Design & Development,

System Audit Rating, Tier 2 Upgradation and

Incoming Quality Improvement

TML Award for Cost effectiveness

New HVACs for MSIL, TML and M&M

Started Subros Thailand Operations

Large Bus AC Development

Tractor AC Development

2009-2010 MSIL Awards for system audit rating, quality

awareness quiz and VA-VE

TML Award for Delivery

Capacity 1 Million

Heat Exchanger development

Refrigerated Truck AC development

compressor

Capacity 0.5 million

Rated among top 5 IT Users in Manufacturing

2008-2009

Mr. Ramesh Suri, Chairman receiving TataMotors Ltd. Vendor Award 2010

Signing Ceremony of Joint Venture Agreementto set up design service company in India.Mr. Makino, Managing Officer, Denso Corp. andMs. Shradha Suri, MD, Subros Ltd.

Product Range

AC-Loop

MOTORBLOWER

EVAPORATOR

HEATER UNIT

ENGINE

COOLING FAN

RECEIVER/DRYER

CONDENSERComponents

SP EvaporatorHVACBlower Unit

Compressor P&S Series(83cc & 138cc)

Compressor Mounting Bracket

Compressor Castings(Squeeze & Vacuum pressuredie casting)

Condenser (Multi Flow)Tube Connectors &Hoses

ST Evaporator

MS Evaporator

Heater/BlowerUnit

Cooling Unit

Subros products are known for their

reliability, energy efficiency and low noise levels,

making them theOE customer’s preferred choice.

The company manufactures new generation

energy efficient swash plate compressors from

83cc ~ 138cc to meet all the customer needs in

India. HVACs, Condensers and piping are designed

to suit vehicle configurations.

e

Annual Repor t 2009-10

Bus AC

Subros provides complete range of Bus Air

conditioners ranging from 7.5KW to 35KW

capacity suitable for 4 mtr to 12 mtr buses.

High cooling performance and air flow volume

have been achieved by the introduction of

highly efficient evaporator and condenser, and

lowering air flow resistance. Fuel saving has

been achieved by increased refrigeration cycle

efficiency with the introduction of new multi-

flow condensers. It uses environment friendly

R 134a refrigerant.

High EfficiencyDenso Compressor

Cooling Unit

Category

Cooling Cap.

Size Roof Unit

Small Bus

7.38 KW

980X295X125 mm

4760 m /h

170cc

R134a

40 Amps@ 12V

Air Flow

Compressor

Refrigerant

Oper. Current

3

AC Switch

High Efficiency

Compressor

NEW PACKAGE TYPECOMPACT

Category

Cooling Cap.

Size Roof Unit

Compressor

Large Bus

32

6C620 - 611cc /

-

Kw

3450 x 1900 x 200 mm

6000 m /h

Bitzer 647cc

83A at 24V

Air Flow

Oper. Current

3

SLR 32

Touch Button Control Panel

Condenser Unit Cooling Unit

SLS 7

f

Annual Repor t 2009-10

Index

Subros Limited

Subsidiary Thai Subros Limited

Consolidated Subros Limited

Board of Directors 2

Notice of Annual General Meeting 3

Directors Report 7

Compliance Report on Corporate Governance 14

Auditors Report 32

Balance Sheet 38

Profit & Loss A/c 39

Statement of Cash Flow 40

Notes to Account 49

Statement pursuant to Section 212 63

Directors Report 64

Auditors Report 65

Financial Statements, Annexures, etc. 66

Auditors Report 72

Balance Sheet 74

Profit & Loss A/c 75

Statement of Cash Flow 76

Notes to Account 85

Our people our strength - Our long serving Employees

Annual Repor t 2009-10

Noida Plant

Annual Repor t 2009-10

Site Map

Sanand

Plants Regional offices

Corporate Office:

Central Plant:

LGF, World Trade Centre, Barakhamba Lane, New Delhi 110 001

Tel.: +91 11 23414946-49 Fax: +91 11 23414945

B - 188, Phase-II, Noida-201 304, Distt: Gautam Budh Nagar (U.P.)

Tel.: +91 120 2562226, 2567027 Fax: +91 120 2562445

Subros Limited

Noida Plant

Noida Plant

C-51, Phase-II, Noida-201 304

Distt: Gautam Budh Nagar (U.P.)

Tel.: +91 120 2562226, 2460135

Fax: +91 120 2562029

B - 216, Phase-II, Noida-201 304

Distt: Gautam Budh Nagar (U.P.)

Tel.: +91 120 2562226, 2460135

Fax: +91 120 2567578

Pune Plant

Manesar Plant

B-8 & 9, MIDC-Chakan Ind. Area

Chakan-Telegaon Road, Chakan, Pune 410 501

Tel.: +91 2135 663131

Fax: +91 2135 663140

Plot No. 395-396, Sector-8, Phase-III

IMT Manesar, Gurgaon 122 050

Tel.: +91 124 2291764

Fax: +91 124 2291836