Annual Report 2003-04
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CORPORATE INFORMATION Board of Directors Auditors Mr. Mahendra Nahata (Chairman) Chaturvedi & Partners, Chartered Accountants Mr. Vinay Maloo Price Waterhouse & Co., Chartered Accountants Mr. T. S. V Panduranga Sarma Internal Auditors Mr. K. B. Lal Khandelwal Jain & Co., CharteredAccountants Mr. S.Lakshmanan Mr. M.P. Shukla Compliance Officer Mr. T. B. Ananthanarayanan Mr. Sanjeev Vashishta Dr. Ranjeet Mal Kastia G.M. - (Corporate & Legal) Mr. Shyam Sunder Dawra & Company Secretary Chief Operating Officer Bankers Mr. Surendra Lunia State Bank of Patiala Global Trust Bank Ltd./Oriental Bank of Commerece Vysya Bank Ltd. Audit Committee Punjab National Bank Mr. T. S. V Panduranga Sarma (Chairman) Bank of Punjab Ltd. Mr. Mahendra Nahata Mr. S.Lakshmanan Mr. T. B. Ananthanarayanan Registered Office B-71, Industrial Focal Point, Share Transfer & Investors’ Grievance Committee Phase VII, Mohali, Punjab – 160 055 Dr. Ranjeet Mal Kastia (Chairman) Mr. K. B. Lal Mr. T. S. V Panduranga Sarma Registrar & Share Transfer Agents Cameo Corporate Services Ltd. Unit:- HFCL Infotel Ltd. Remuneration Committee “Subramaniam Building”, Mr. S.Lakshmanan (Chairman) No.1, Club House Road, Mr. Shyam Sunder Dawra Anna Salai, Chennai- 600 002. Mr. M.P. Shukla Project Management Review Committee Mr. M.P.Shukla (Chairman) Mr. Mahendra Nahata Mr. S.Lakshmanan Mr. T. B. Ananthanarayanan Mr. K. B. Lal CONTENTS Page No. Notice 1 Directors’ Report 15 Management Discussion and Analysis 18 Corporate Governance Report 24 Postal Ballot Results 33 Auditors’ Report 34 Balance Sheet and Profit & Loss Account with Schedules 36 Auditors’ Report on Consolidated Accounts 62 Consolidated Accounts 63 Attendance Slip and Proxy Form 91 HFCL INFOTEL LIMITED NOTICE NOTICE is hereby given that the Fifty Seventh determination by rotation.” Annual General Meeting of HFCL Infotel Ltd. will th 5. To consider and if thought fit, to pass, with or without be held on Thursday, the 30 day of September, 2004, at modification(s), the following resolution as an 12:00 P.M. at the Registered Office of the Company ORDINARY RESOLUTION situated at B-71, Phase VII, Industrial Focal Point, Mohali 160 055, Punjab, to transact the following business: - “RESOLVED THAT notice having been received from a member pursuant to Section 257 of the Ordinary Business Companies Act, 1956 signifying his intention to 1. To receive, consider and adopt the audited accounts propose Mr. Shyam Sunder Dawra as a Director, Mr. for the Financial Year ended March 31, 2004 alongwith Shyam Sunder Dawra who was appointed as an the report of Auditors thereon as well as the Directors’ Additional Director by the Board of Directors on Report and for that purpose to consider and if thought 19.06.2004 and who holds office up to the date of fit, to pass, with or without modifications, if any, the ensuing Annual General Meeting, be and is hereby following as an ORDINARY RESOLUTION: appointed as a Director of the Company whose office shall be liable to determination by rotation.” “RESOLVED THAT the Company’s Audited Balance Sheet as at March 31, 2004 and the audited 6. To consider and if thought fit, to pass, with or without Profit and Loss Account for the financial year ended modification(s), the following resolution as an on that date together with Directors’ and Auditors’ ORDINARY RESOLUTION Report thereon be and are hereby approved and “RESOLVED THAT notice having been received adopted.” from a member pursuant to Section 257 of the 2. To consider and, if thought fit, to pass, with or without Companies Act, 1956 signifying his intention to modifications, if any, the following as an ORDINARY propose Dr. Ranjeet Mal Kastia as a Director, Dr. RESOLUTION: Ranjeet Mal Kastia who was appointed as an Additional Director by the Board of Directors on “RESOLVED THAT Mr. Mahendra Pratap Shukla, 19.06.2004 and who holds office up to the date of who retires by rotation in this Annual General ensuing Annual General Meeting, be and is hereby Meeting be and is hereby re-elected as a Director of appointed as a Director of the Company whose office the Company whose office shall be liable to retirement shall be liable to determination by rotation.” by rotation.” 7. To consider and, if thought fit, to pass, with or without Special Business modification(s), the following resolution as a SPECIAL 3. To consider and if thought fit, to pass, with or without RESOLUTION: modifications, if any, the following resolution as an “RESOLVED THAT pursuant to the applicable ORDINARY RESOLUTION: provisions of the Securities and Exchange Board of “RESOLVED THAT pursuant to the provisions of India (Delisting of Securities) Guidelines, 2003 (herein Sections 224, 225 and other applicable provisions, if after referred to as the “Delisting Guidelines”) any, of the Companies Act, 1956, M/s. Chaturvedi & (including any statutory modification(s) or re- Partners, Chartered Accountants, New Delhi, be and enactment thereof for the time being in force and as are hereby appointed as Auditors of the Company, may be enacted hereinafter)The Companies Act, 1956, to hold office from the conclusion of this meeting Securities Contracts (Regulation) Act, 1956 and the rules upto the conclusion of the next Annual General framed thereunder, Listing Agreement(s), and all other Meeting of the Company, to examine and audit the applicable laws, rules, regulations and guidelines and accounts of the Company for the financial year 2004- subject to approval(s),Consent(s), permission(s) or 05 on remuneration to be decided by the Board of sanction(s),of the Securities and Exchange Board of Directors” India (SEBI), The Stock Exchange(s) where the shares of the Company are listed and other appropriate 4. To consider and if thought fit, to pass, with or without Authorities, Institutions, or Regulators as may be modification(s), if any, the following resolution as an necessary and subject to such conditions and ORDINARY RESOLUTION: modifications as may be prescribed or imposed while “RESOLVED THAT notice having been received granting such approval(s), permission(s) and from a member pursuant to Section 257 of the sanction(s), which may be agreed to, by the Board of Companies Act, 1956, signifying his intention to Directors of the Company (hereinafter referred to as propose Mr. K. B Lal as a Director, Mr. K. B. Lal who “the Board”, which term shall be deemed to include was appointed as a Director by the Board of Directors any Committee thereof for the time being exercising on 29.10.2003 to fill up the casual vacancy, ceases to the powers conferred on the Board by this hold office at the ensuing Annual General Meeting, Resolution),the consent of the Company be and is be and is hereby appointed as a Director of the hereby accorded to the Board to delist Equity Shares Company whose office shall be liable to (1) HFCL INFOTEL LIMITED of the Company from The Calcutta Stock Exchange side by giving three months notice in writing or Association Limited, Kolkata.” three months salary in lieu thereof. Salary here means cost to the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby b) Mr. Surendra Lunia shall be entitled to authorized to sign and submit all applications,forms reimbursement of entertainment, travelling and papers and other documents and to comply with all all other expenses incurred for the business of other formalities / procedures and to do all such the Company as per the rules of the Company. acts,deeds and things as may be required by the above c) Mr. Surendra Lunia shall also be eligible for Stock Exchange,SEBI,and/or by any other statutory/ housing and other loans and facilities in regulatory authorit(ies),in connection with delisting accordance with the rules of the Company. of the equity shares of the Company from The Calcutta Stock Exchange Association Limited, d) For all other terms and conditions not specifically Kolkata.” spelt out above, the rules and regulations of the Company shall apply. 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL e) Subject to the approval of the Board of Directors, RESOLUTION: Mr. Surendra Lunia shall be entitled to an increase in remuneration at any time within a period of “RESOLVED THAT pursuant to the provisions of three years, subject to a limit of 50% of the Section(s) 198, 269, 385, 386, 387 and 388 read with remuneration as specified above (points 1,2 & 3). Section 2(24) and all other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) (including RESOLVED FURTHER THAT in accordance any statutory modification or re-enactment thereof, with the final approval granted by the Central guidelines for managerial remuneration issued by Government, the Board of Directors of the Company the Central Government from time to time) read with (hereinafter “the Board” which term shall be deemed Schedule XIII to the Act and subject to the approval to include the Remuneration Committee constituted of the Lenders, Central Government and such other by the Board), be and are hereby authorised to alter approvals as may be necessary, consent of the and vary the terms and conditions of the said Company be and is hereby accorded for the appointment and remuneration including salary, appointment of Mr. Surendra Lunia , Chief Operating perquisites and other allowances, as may be agreed Officer of the Company, who has recorded his consent to between the Board of Directors and Mr. Surendra to act as the Manager of the Company, for a term of Lunia. three years with effect from 26th July, 2004, on the RESOLVED FURTHER THAT where in any following terms and conditions including the financial year, the Company has no profits or its remuneration as set out hereafter:- profits are inadequate, the Company may pay to 1.