JINDAL VIJAYANAGAR STEEL LIMITED for a Period of Five Years W.E.F
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BOARD OF DIRECTORS Mrs. Savitri Devi Jindal COMPANY SECRETARY CONTENTS Chairperson Mr. Mehernosh Homi Kapadia Notice ......................................9 Mr. Sajjan Jindal STATUTORY AUDITORS Directors’ Report .................14 Vice Chairman & Lodha & Co., Mumbai Managing Director Management Discussion & Analysis ............................18 Dr. B.N. Singh CONCURRENT AUDITORS Report on Corporate Jt. Managing Director & CEO S. R. Batliboi & Co., Kolkata Governance...........................23 (Upstream SBU) Auditors’ Report ..................27 Mr. Raman Madhok BANKERS Balance Sheet ........................28 Jt. Managing Director & CEO Allahabad Bank (Downstream SBU) ICICI Bank Ltd. Profit and Loss Account .....29 Punjab National Bank Cash Flow Statement ..........30 Mr. Seshagiri Rao M.V.S State Bank of India Director (Finance) Schedules ..............................31 State Bank of Indore Mr. Balaji Swaminathan State Bank of Mysore Balance Sheet Abstract........36 Nominee Director of State Bank of Patiala ICICI Bank Ltd. Vijaya Bank Mr. R.N. Roy REGISTERED OFFICE Nominee Director of Industrial Jindal Mansion, Development Bank of India Ltd. 5A, G.Deshmukh Marg, Mr.I.M.Vittala Murthy, IAS Mumbai 400 026. Nominee Director of KSIIDC Tel.: 23513000 Fax : 23526400 Mr. N.Gokulram, IAS WEBSITE Nominee Director of KSIIDC www.jvsl.com Mr. Jambunathan, IAS (Retd.) WORKS Nominee Director of P.O. Toranagallu, Sandur Taluk, UTI Asset Management Co. Pvt. Ltd. Bellary District, Karnataka – 583 123. Mr. S.David Chandrasekaran Nominee Director of LIC of India Vasind, Shahapur Taluk, Thane, Maharashtra - 421 604. Dr. S.K. GUPTA Director Tarapur, MIDC Boisar, Thane, Maharashtra - 401 506. Mr. Anthony Paul Pedder Director REGISTRARS & SHARE Dr. Vijay Kelkar TRANSFER AGENT Director Karvy Computershare Pvt. Ltd. T.K.N Complex, Mr. Sudipto Sarkar 51/2, Vani Vilas Road, Director Opp. National College, Basavanagudi, Dr. Ramaswamy P. Aiyar Bangalore – 560 004. Director 8 NOTICE NOTICE is hereby given that the ELEVENTH ANNUAL GENERAL Mr.Raman Madhok as the Joint Managing Director & CEO of the Company MEETING of the Shareholders of JINDAL VIJAYANAGAR STEEL LIMITED for a period of five years w.e.f. 04.02.2005 upon such terms and conditions will be held on Monday, 13th June, 2005 at 3.00 p.m. at Birla Matushri as are set out in the Agreement, a copy of which is initialled by the Sabhagar, 19, New Marine Lines, Mumbai 400 020 to transact the following Chairman for the purpose of identification and placed before this meeting, business: with specific authority to the Board of Directors to alter or vary the terms ORDINARY BUSINESS: and conditions of the said appointment and / or agreement including the remuneration so as to not exceed a maximum limit of Rs.9,00,000/- p.m. 1. To receive, consider and adopt the Audited Profit and Loss Account for st as may be agreed to between the Board of Directors and Mr.Raman the year ended 31 March, 2005 and the Balance Sheet as at that date, Madhok.” together with the Report of the Board of Directors and the Auditors thereon. 13. To consider, and if thought fit, to pass with or without modification(s), 2. To declare Dividend on preference shares. the following resolution as an Ordinary Resolution: 3. To declare Dividend on equity shares. “RESOLVED THAT in partial modification of the resolution passed at 4. To appoint a Director in place of Dr.S.K.Gupta, who retires by rotation the Eighth Annual General Meeting of the Company held on 23.08.2002 and being eligible, offers himself for re-appointment. and in accordance with the provisions of Sections 198, 269, 309 and 310 5. To appoint a Director in place of Dr. B.N.Singh, who retires by rotation read with schedule XIII and other applicable provisions, if any, of the and being eligible, offers himself for re-appointment. Companies Act, 1956, the Company hereby approves the changes in the 6. To appoint M/s. Lodha & Co., Chartered Accountants, the retiring terms and conditions of appointment of Mr. Sajjan Jindal, including his Auditors, as Statutory Auditors of the Company to hold office from the re-designation as Vice Chairman & Managing Director of the Company conclusion of this Annual General Meeting until the conclusion of the w.e.f 04.02.2005 for the remainder of his tenure i.e upto 07.07.2007 as set next Annual General Meeting, on such remuneration as may be mutually out in the draft supplemental Agreement to be entered into between the agreed upon between the Board of Directors and the Auditors. Company and Mr. Sajjan Jindal, as submitted to this meeting and initialled SPECIAL BUSINESS: by the Chairman of the meeting for the purpose of identification which supplemental agreement be and is hereby approved with specific authority 7. To consider, and if thought fit, to pass with or without modification(s), to the Board of Directors of the Company to alter or vary the terms and the following resolution as an Ordinary Resolution: conditions of the said appointment and /or agreement including the “RESOLVED THAT Mrs.Savitri Devi Jindal, who was appointed as an remuneration which shall not exceed a ceiling of Rs.56,25,000 p.m and Additional Director of the Company w.e.f 18.04.2005, by the Board of commission not exceeding 0.5% of net profits as may be agreed to between Directors and who holds office upto the date of the ensuing Annual the Board of Directors and Mr. Sajjan Jindal”. General Meeting of the Company under Section 260 of the Companies Act, 1956, and in respect of whom a notice under Section 257 of the 14. To consider, and if thought fit, to pass with or without modification(s), Companies Act, 1956 has been received from a member signifying his the following resolution as a Special Resolution: intention to propose Mrs. Savitri Devi Jindal as a candidate for the office “RESOLVED THAT in accordance with the provisions of Section 81(1A) of Director of the Company, be and is hereby appointed as a Director of and other applicable provisions, if any, of the Companies Act, 1956 as the Company whose period of office shall be liable to determination by also of any other applicable laws, rules and regulations (including any retirement of Directors by rotation.” amendment thereto or re-enactment thereof for the time being in force) 8. To consider, and if thought fit, to pass with or without modification(s), and enabling provisions in the Memorandum and Articles of Association the following resolution as an Ordinary Resolution: of the Company and the Listing Agreements entered into by the Company “RESOLVED THAT Mr. Anthony Paul Pedder, who was appointed as with the Stock Exchanges where the shares of the Company are listed and an Additional Director of the Company w.e.f 18.04.2005, by the Board of subject to such approvals, consents, permissions and sanctions of the Directors and who holds office upto the date of the ensuing Annual Government of India, Reserve Bank of India, Securities and Exchange General Meeting of the Company under Section 260 of the Companies Board of India (SEBI) and all other appropriate and/or concerned Act, 1956, and in respect of whom a notice under Section 257 of the authorities and subject to such conditions and modifications, as may be Companies Act, 1956 has been received from a member signifying his prescribed by any of them in granting such approvals, consents, intention to propose Mr. Anthony Paul Pedder as a candidate for the office permissions and sanctions which may be agreed to by the Board of of Director of the Company, be and is hereby appointed as a Director of Directors of the Company (“Board”) (which term shall be deemed to include any Committee which the Board may have constituted or hereafter the Company whose period of office shall be liable to determination by constitute for the time being exercising the powers conferred on the Board retirement of Directors by rotation.” by this resolution), which the Board be and is hereby authorised to accept, 9. To consider, and if thought fit, to pass with or without modification(s), if it thinks fit in the interest of the Company, the consent of the Company the following resolution as an Ordinary Resolution: be and is hereby accorded to the Board to offer, issue, and allot Global “RESOLVED THAT Dr. Vijay Kelkar, who was appointed as an Depository Receipts (GDRs)/American Depository Receipts (ADRs)/ Additional Director of the Company w.e.f 09.05.2005, by the Board of Foreign Currency Convertible Bonds (FCCBs) (hereinafter referred to as Directors and who holds office upto the date of the ensuing Annual “Securities”) Equity shares/warrants and / or instruments convertible General Meeting of the Company under Section 260 of the Companies into Equity shares optionally or otherwise for an aggregate sum upto Act, 1956, and in respect of whom a notice under Section 257 of the US$ 500 million or equivalent in Indian and/or any other currency(ies) Companies Act, 1956 has been received from a member signifying his inclusive of such premium as may be permitted by the Ministry of Finance/ intention to propose Dr. Vijay Kelkar as a candidate for the office of such other authorities, to all eligible investors including Indian/Foreign/ Director of the Company, be and is hereby appointed as a Director of the Resident/Non-resident Investors (whether Institutions, Incorporated Company whose period of office shall be liable to determination by Bodies, Mutual Funds / Trusts / Foreign Institutional Investors / Banks retirement of Directors by rotation.” and/or otherwise, whether or not such investors are members, promoters, 10. To consider, and if thought fit, to pass with or without modification(s), directors or their relatives/associates, of the Company) through Public the following resolution as an Ordinary Resolution: Issue(s), Private Placement(s) or a combination thereof at such time or “RESOLVED THAT Mr.