Annual Report 2012 - 13 Table of Contents
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SANATHNAGAR ENTERPRISES LIMITED Annual Report 2012 - 13 TABLE OF CONTENTS Contents Page No. Information about the Company ........................................................................ Notice to Members ............................................................................................ Directors’ Report ........................................................................... Auditors’ Report ................................................................................................. Balance Sheet .................................................................................................. Statement of Profit & Loss ................................................................................ Cash Flow Statement ........................................................................................ Notes .......................................................................................................................... Proxy & Attendance Slip SANATHNAGAR ENTERPRISES LIMITED BOARD OF DIRECTORS Mr. Pankajkumar Jain Chairman & Non- Independent Director Mr. Babusingh Rajguru Non- Independent Director Mr. Deependra Gupta Independent Director Mr. Sagar Gawde Independent Director Mr. Deepak Chitnis Manager Registered Office 216, Shah & Nahar Industrial Estate, Dr. E. Moses Road, Worli, Mumbai – 400018 Auditors M/s. Lodha & Co. Chartered Accountants 6, Karim Chambers, 40, A. Doshi Marg, (Harman Stree), Mumbai – 400 001 Bankers HDFC BANK Kotak Mahindra Bank State Bank of Hyderabad Share Transfer Agent CIL Securities Limited 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad – 500 001 Annual Report 2012 - 13 1 SANATHNAGAR ENTERPRISES LIMITED NOTICE Notice is hereby given that the Sixty Sixth Annual General Meeting of the Company will be held on Friday, 27th September, 2013 at 2.30 p.m. at Lodha Excelus, 7th floor, N M Joshi Marg, Mahalaxmi, Mumbai – 400 011. Ordinary Business: 1. To consider and adopt the audited Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Deeprendra Gupta, who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s. Lodha & Co., Chartered Accountants (Firm Registration No. 301051E), be and are hereby appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors.” Special Business: 4. To appoint Mr. Pankajkumar Jain as a director of the Company and, in this regard, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Pankajkumar Jain, who was appointed as an Additional Director on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 257 of the Companies Act, 1956 proposing his candidature for the office of a director, be and is hereby appointed as a director of the Company.” 5. To appoint Mr. Babusingh Rajguru as a director of the Company and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Babusingh Rajguru, who was appointed as an Additional Director on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 257 of the Companies Act, 1956 proposing his candidature for the office of a director, be and is hereby appointed as a director of the Company.” By Order of the Board of Directors Place: Mumbai Pankajkumar Jain Date: 10-May-2013 Director Registered Office: 216, Shah and Nahar Industrial Estate, Dr. E Moses Road, Worli, Mumbai – 400018 Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint one or more proxy to attend and vote on a poll instead of himself and the proxy need not be a Member of the Company. The Instrument appointing the Proxy should, however, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2. Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. 3. Mr. Deependra Gupta retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. Brief resume of the said Director, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and 2 Annual Report 2012 - 13 SANATHNAGAR ENTERPRISES LIMITED relationships between directors interse as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report. The Board of Directors of the Company recommends his reappointment. 4. Members are requested to bring their Attendance Slip along with their copy of the Annual Report to the Meeting. 5. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. upto the date of the Meeting. 6. The Register of Members and Transfer Books will remain close from 23rd September, 2013 to 26th September, 2013 (both days inclusive) for the purpose of the Annual General Meeting of the Company. 7. Members holding shares in identical orders of names in more than one folio are requested to write to the Company’s Registrar and Share Transfer Agent, M/s CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad - 500 001, enclosing their original share certificates to enable them to consolidate the holdings into one folio. 8. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to the Special Business to be transacted at the Meeting is annexed hereto. By Order of the Board of Directors Place: Mumbai Pankajkumar Jain Date: 10-May-2013 Director Important Communication to Members The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, by writing a letter to/ sending email to CIL Securities Limited to this effect at [email protected]. Annual Report 2012 - 13 3 SANATHNAGAR ENTERPRISES LIMITED Explanatory Statement under Section 173(2) of the Companies Act, 1956 Item No. 4 Mr. Pankajkumar Jain was appointed as an Additional Director by the Board of Directors in accordance with the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Pursuant to Section 260 of the Companies Act, 1956, he holds office up to the date of Annual General Meeting. In this regard, the Company has received a request in writing from a member of the Company, proposing his candidature for appointment as director of the Company in accordance with the provisions of Section 257 and all other applicable provisions of the Companies Act, 1956. The Board feels that presence of Mr. Pankajkumar Jain on the Board is desirable and would be beneficial to the Company and hence recommends the resolution for approval. The brief profile of Mr. Pankajkumar Jain as required under clause 49 of the equity listing agreement is included in the Corporate Governance Report. None of the directors, except Mr. Pankajkumar Jain, is concerned or interested in this resolution. The Board recommends the resolution under Item No. 4 to be passed an ordinary resolution. Item No. 5 Mr. Babusingh Rajguru was appointed as an Additional Director by the Board of Directors in accordance with the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Pursuant to Section 260 of the Companies Act, 1956, he holds office up to the date of Annual General Meeting. In this regard, the Company has received a request in writing from a member of the Company, proposing his candidature for appointment as director of the Company in accordance with the provisions of Section 257 and all other applicable provisions of the Companies Act, 1956. The Board feels that presence of Mr. Babusingh Rajguru on the Board is desirable and would be beneficial to the Company and hence recommends