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Is Gokak Ltd SANSCO SER1 Isans Textiles Forbes Precision Tools Forbes Patvolk Forbes Bradma Eureka Forbes IRrid Garments and Accessories Next Gen Publishing Forbes Agencies IS GOKAK LTD. FORBES GROUP th »r»»»<U 86 ANNUAL REPORT 2004 - 2005 Since 1767 A trabiton of occcffence r^l www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net * • _ CMC MACHINE FOR MANUFACTURE OF HSS TAPS - FORBES PRECISION TOOLS DIVISION FORBES CONTAINER YARD AT NHAVASHEVA- FORBES PATVOLK SHIPPING www.reportjunction.comDIVISION SANSCO SERVICES - Annual Reports Library Services - www.sansco.net FORBES GOKAK LTD. DIRECTORS: SHAPOOR P. MISTRY Chairman PALLONJI S. MISTRY Chairman Emeritus K.C. MEHRA Deputy Chairman & Managing Director D.B. ENGINEER D.S. SOMAN C.G. SHAH Executive Director (Finance) R.N. JHA CYRUS P. MISTRY N.D. KHURODY SECRETARY: A.T. SHAH Company Secretary MANAGEMENT: K.C. MEHRA Deputy Chairman & Managing Director C.G. SHAH Executive Director (Finance) B.C. JAIN Director (Textiles) C.A. KARNIK Director (Human Resources) H.S. BHASKAR Director-Operations (Textiles) G. MUKHERJI Director (Precision Tools) BABU NAIK Director-Marketing (Textiles) CAPT. S.P. RAO Director (Shipping) S.S. REWRI Director (Forbes Bradma Automation) K.C. RAMAN Regional Director (Shipping-South & East) R.T. DOSHI Vice-President (Finance & Accounts) A.V. SATHE Director (Materials Management & Logistics) AUDITORS: Messrs. S.B. BILLIMORIA & CO. SOLICITORS AND Messrs. CRAWFORD BAYLEY & CO. -ADVOCATES: Messrs. MANEKSHA & SETHNA Messrs. UDWADIA & UDESHI (Regd.) BANKERS: PUNJAB NATIONAL BANK STANDARD CHARTERED BANK UNION BANK OF INDIA IDBI BANK LIMITED STATE BANK OF INDIA www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net FORBES GOKAK LTD. REGISTRARS AND SHARE TATA SHARE REGISTRY LIMITED TRANSFER AGENTS: UNIT: FORBES GOKAK LIMITED, ARMY & NAVY BUILDING, 148, MAHATMA GANDHI ROAD, 'MUMBAI-400 001. MILLS: GOKAK FALLS (DISTRICT BELGAUM-KARNATAKA) - 591 308 JETALPUR ROAD, VADODARA (GUJARAT) - 390 005 FACTORIES: AURANGABAD A-7, M.I.D.C. AREA CHIKALTHANA, AURANGABAD - 431 210 2. PLOT B-13, WALUJ INDUSTRIAL AREA AURANGABAD-431 133 BELGAUM BAGALKOT ROAD VILLAGE MARIHAL, (DISTRICT BELGAUM-KARNATAKA) - 591 167 MUMBAI CHANDIVALI ESTATE, SAKIPOWAI ROAD, MUMBAI - 400 072 2. PLOT NO. C-17/18, ROAD NO. 16, WAGLE INDUSTRIAL ESTATE, THANE -400604. 'REGISTERED OFFICE: FORBES BUILDING, CHARANJIT RAIMARG, FORT, MUMBAI-400 001. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net FORBES GOKAK LTD. EIGHTY-SIXTH ANNUAL REPORT 2004-2005 CONTENTS Pages Notice .. .. .. .. .. .. 4-11 Directors 'Report and Annexures .. .. .. .. 12-23 Corporate Governance .. .. .. .. .. 24-33 Distribution of Revenue .. .. .. .. .. 34 Highlights .. .. .. .. .. .. 35 Summarised Balance Sheets 1985-86 to 2004-2005 .. .. 36 Summarised Profit and Loss Accounts 1985-86 to. 2004-2005.. .. 37 Audi tors'Report .. .. .. .. .. 38-41 Balance-sheet .. .. .. .. .. .. 42 Profit and Loss Account .. .. .. .. .. 43-44 Cash Flow Statement .. .. .. .. ..45-46 Schedule 1 — Share Capital .. .. .. .. 47 Schedule 2 — Reserves and Surplus ... .. .. .. 47-48 Schedule 3 — Secured Loans .. .. .. .. 48-50 Schedule 4— Unsecured Loans .. .. .. .. 51 Schedule 5 — Fixed Assets .. .. .. .. 52 Schedule 6 — Investments .. .. .. .. 53-55 Schedule 7 — Current Assets, Loans and Advances .. .. 56-57 Schedule 8 — Current Liabilities and Provisions .. .. .. 58 Schedule 9— Manufacturing, Trading and other Expenses .. .. 59-61 Schedule 10 — Notes to the Accounts.. .. .. .. 62-89 Balance Sheet Abstract and Company's General Business Profile .. 90 Additional disclosure as required by the amended Clause 32 of the listing agreement with Stock Exchange .. .. .. 91 Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies .. .. .. .. 92-93 Consolidated Financial Statements Auditors' Report .. .. .. .. .. 94-95 Balance Sheet .. .. .. .. .. .. 96 Profit and Loss Account .. .. .. .. .. 97-98 Consolidated Cash Flow Statement .. .. .. ..99-100 Schedule 1 — Share Capital .. .. .. .. 101 Schedule 2— Reserves and Surplus .. .. .. .. 101 Schedules— Secured Loans .. .. .. .. 102-103 Schedule 4— Unsecured Loans .. .. .. .. 103 Schedule 5 — Fixed Assets .. .. .. .. 104 Schedule 6 — Investments .. .. .. ..105 Schedule 7— Current Assets, Loans and Advances .. .. 106-107 Schedule 8 — Current Liabilities and Provisions .. .. .. 107 Schedule 9— Manufacturing, Trading and other Expenses .. .. 108-109 Schedule 10—Notes to the Consolidated Accounts .. .. 110-125 Additional information on the Subsidiary Companies 126-127 Sales and Fixed Assets of Forbes Gokak Limited 128 The Annual General Meeting will be held on Wednesday, 24th August, 2005 at 4.00 P.M. at 'Centrum', 1st Floor, World Trade Centre Complex, Centre 1 Building, Cuffe Parade, Mumbai 400 005. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net FORBES GOKAK LTD. NOTICE NOTICE is hereby given that the EIGHTY-SIXTH ANNUAL GENERAL MEETING of the shareholders of FORBES GOKAK LIMITED, will be held at 'Centrum', P' Floor, World Trade Centre Complex, Centre 1 Building, Cuffe Parade, Mumbai 400 005 on Wednesday, the 24th August, 2005 at 4.00 p.m. to transact the following business: 1. To receive, consider and adopt the Audited Balance Sheet as at 3P1 March, 2005 and the Profit and Loss Account for the year ended on that dale and the Reports of the Directors and Auditors thereon. 2. To declare a Dividend. 3. To appoint a Director in place of Mr. D. B. Engineer who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Mr. Shapoor P. Mistry who retires by rotation and is eligible for re-appointment. 5. To appoint Messrs. S. B. Billimoria & Co., Chartered Accountants, as Auditors and to authorise the Board of Directors to fix their remuneration. 6. To consider and, if thought fit, to pass, with or without modification, the following resolution, as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956, Messrs. A. F. Ferguson & Co., Chartered Accountants, Mumbai be and are hereby appointed as Branch Auditors of the Company, to audit the Accounts in respect of the Company's Forbes Bradma Automation Division, situate at Mumbai and Thane, and to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board of Directors of the Company." 7. To consider and, if thought fit, to pass, with or without modification, the following resolution, as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956, Messrs. Murugesh & Co., Chartered Accountants, Bangalore be and are hereby appointed as Branch Auditors of the Company, to audit the Accounts in respect of the Company's Forbes Campbell Knitwear Division, situate at Mumbai and Marihal, Dist. Belgaum, and to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company at a remunera- tion to be determined by the Board of Directors of the Company." 8. To consider and, if thought fit, to pass, with or without modification, the following resolution, as an Ordinary Resolution: "RESOLVED that, pursuant to the provisions of Sections 198, 269, 309 and 310 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII thereto and subject to the approval of the Central Government, if required, the increase in the remuneration of Mr. K. C. Mehra, Deputy Chairman & Managing Director of the Company, effective P1 April, 2005 as set out in the draft Supplemental Agreement to be entered into between the Company and Mr. K. C. Mehra, placed before this Meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved. RESOLVED FURTHER that the Directors of the Company be and are hereby authorised to enter into a Supplemental Agreement on behalf of the Company with Mr. K. C. Mehra in terms of the aforesaid draft." 9. To consider and, if thought fit, to pass, with or without modification, the following resolution, as a Special Resolution: "RESOLVED that where in any financial year during the two year period from P' April, 2005 upto 3P' March, 2007, or during the currency of the tenure of Mr. K. C. Mehra, as the Deputy Chairman and Managing Director, whichever is shorter, the Company has no profit or its profits are inadequate, subject to the prior approval of the Central Government, consent be and is hereby granted to the payment by the Company to Mr. K. C. Mehra remuneration by way of salary, dearness allowance, perquisites and other allowances, exceeding the applicable ceiling limits in Part II of Schedule XIII to the Companies Act,1956." 10. To consider and, if thought fit, to pass, with or without modification, the following resolution, as a Special Resolution: "RESOLVED that pursuant to the provisions of Section 163 of the Companies Act, 1956, consent be and is hereby granted to the Register and Index of Members, the Register and Index of Debentureholders and the copies of all Annual Returns prepared under Sections 159 and 160 and other applicable provisions, if any, of the Companies Act, 1956 together with the copies of the certificates and documents required to be annexed thereto under Sections 160
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