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1 MAmmTHEN IB" Annual Report GROUP 2002-03

CO 2 O CO 13 QC X CO --f - UJ CO CL. CO o a. -•h- 1 < a. oo CO

An ISO 9002 Company

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J URGENT & IMPORTANT To enable the Company to distribute dividend through ECS in future, Shareholders are requested to inform their Bank A/c no., Bank Name, Branch etc. to M/s Intime Spectrum Registry Ltd. 307, City Centre, 3rd floor, M.G. Road Indore. Pin-452 001. Shareholders are also requsted to get their physical holding converted into DEMAT Form immediately.

Achievements 1. ISO 9002 certification for all divisions 2. Largest Exporters to Europe of Aluminium Extrusions 3. American Petroleum Institute (API) Certification 4. Certified by Engineers ltd (EIL) 5. Government recognized "Export House" Status 6. Recipient of Export Excellence Award 1993 & 1994 7. Recipient of Management Excellence Award in 1995 8. Recipient of UdyogRatna in 1995 9. Recipient of Raj eevRatna Award in 1994 10. Recipient of EEPC Award in 1996 & 1999 11. Recipient of "Niryat Shree" Award of FIEO for 2001-2002

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BOARD OF DIRECTORS: Shri R. C. Mansukhani Chairman Shri J.C. Mansukhani Managing Director Shri'J.L Mansukhani Director Shri Kirit N. Damania Director Shri Jeorge Haeusler Director Shri Vijay G. Kalantri Director Shri Amritlal Batra (Nominee of I.D.B.I.)

Auditors: Rohira and Company, Chartered Accountants,

V.P. (Finance) & Company Secretary Shashank Belkhede

Bankers State Bank of India, Industrial Finance Branch, Indore State Bank of India, Andheri (W), Mumbai Bank of Baroda, Main Branch, Mumbai , Mumbai State Bank of Indore, P.Y. Road Branch, Indore Exim Bank, Mumbai

Registered Office: Central Office: 1, Chandrageet, Man House, 120, S.V. Road, 15 PU 3, Scheme 54, Andheri (West) A.B. Road, Mumbai - 400 058 Indore - 452 008 (M.P.) Ph.:022-26201365 Ph.: 0731-2559070/71 Fax : 022-26203561 Fax:0731-2557891 E-mail: [email protected] E-mail: [email protected] Website : http://www.mangroup.com

Factory: Aluminium Division Saw Pipe Division Spiral Pipe & Coating Division Plot No. 67, Sector No. 1 Plot No. 257/258 B, Sector No. 1 Plot No. 257/258 B, Sector No. 1 Pithampur Industrial Area, Pithampur Industrial Area, Pithampur Industrial Area, Pithampur (Near Indore) Pithampur (Near Indore) Pithrampur (Near Indore) Dhar District (M.P.) Dhar District (M.P.) Dhar District (M.P.) Ph.:07292-253446 Ph.: 07292-253666 Ph.: 07292-253291

Registrars & Transfer Agents M/s Intime Spectrum Registry Ltd. 307, City Center, 3rd Floor, 560 M.G. Road, lndore-452 001 Ph.: 0731-2544512, 3105347 E-mail: [email protected]

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GROUP NOTICE Notice is hereby given that the 15th ANNUAL GENERAL MEETING of the members of Man Industries (India) Limited will be held on Tuesday, 30th 'September' 2003 at 2=30 pm at Hotel Karl Residency, Lallubhai Park Road, Andheri (W), Mumbai - 400058, to transact the following business: ORDINARY BUSINESS 1) To consider, approve and adopt the audited Balance Sheet of the Company as at 31st March' 2003 and the Profit & Loss Account for the year ended on that date along with the Directors' and Auditors' Report thereon. 2) To declare dividend for the year. 3) To elect a Director in place of Shri Kirit N Damania who retires by rotation and being eligible, offers himself for re- appointment. 4) To elect a Director in place of Shri Vijay G Kalantri who retires by rotation and being eligible, offers himself for re-appointment. 5) To appoint Messers Rohira & Company, Chartered Accountants, Mumbai, the retiring Auditors, as Auditors of the Company from the conclusion of this Meeting until the conclusion of next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. SPECIAL BUSINESS 6) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: - "RESOLVED that the Authorized Capital of the Company be increased from Rs. 20,00,00,0007- (Rs. Twenty crores), divided in to 2,00,000,00 (Two crore) Equity Shares of Rs. 10A each to Rs.30,00,00,000/-(Rupees Thirty Crores), divided in to 3,00,00,000 (Three crore) Equity Shares of Rs.10/- each by creation of fresh 1,00,00,000 equity shares of Rs. 10/- each." 7) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: - "RESOLVED that the existing clause V of the Memorandum of Association of the Company be and is hereby amended to increase the Authorized Capital of the Company from Rs. 20 crores (Rupees Twenty Crores only) to Rs. 30 crores (Rupees Thirty Crores only) by creation of 100,00,000 equity shares of Rs.10/- each, ranking pari passu with the existing equity shares of the Company and clause V of the Memorandum of Association of the Company be altered accordingly." 8) To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: - "RESOLVED that the existing Article 3 of the Articles of Association of the Company be and is hereby amended to increase the Authorized Capital of the Company from Rs. 20,00,00,OOO/- (Rupees Twenty crores), divided in to 2,00,000,00 (Two crore) Equity Shares of Rs. 10/- each to Rs.30,00,00,000/-(Rupees Thirty Crores), divided in to 3,00,00,000 (Three crore) Equity Shares of Rs.10/- each." 9) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: . "RESOLVED THAT pursuant to the provisions of Section 198,269,309 and 310, read with Schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to approval of Central Government, if required, the consent of the members be and is hereby accorded to the re-appointment and to the payment of revised remuneration, benefits and amenities to Shri J.L. Mansukhani, Whole-time Director of the Company, with effect from 01/10/2003, for a period of five years, on the-terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening the Annual General Meeting with authority, liberty and power to the Board of Directors (hereinafter referred to as " the Board" which term shaft be deemed to include the Remuneration Committee if any constituted by the Board) to alter and vary the terms and conditions of the said appointment, subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act,1956, including any statutory modification or re-enactment thereof for the time .being in force or as may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto as may be agreed to between the Board and Shri J.L. Mansukhani." "RESOLVED FURTHER that where in any financial year, the Company has no profits or its profits are inadequate, Shri J.L. Mansukhani shall be entitled to be paid remuneration by way of salary, perquisites, amenities or any other allowances as referred to above, not exceeding the limits specified under Section II Part II of Schedule XIII to the Act as may be amended from time to time or any equivalent statutory enactment(s) thereof." "RESOLVED FURTHER that the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be considered necessary, usual, proper or expedient to give effect to this resolution." 10) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT in accordance with the provisions of Section 198,269,309 and 310, read with Schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to approval of Central Government, if required, the consent of the members be and is hereby accorded to the appointment and to the payment of remuneration, benefits and amenities to Shri R.C. Mansukhani, Chairman of-the Company, as whole time Director with effect from 01/10/2003, for a period of five years, on the terms and conditions • including remuneration as set out in the Explanatory Statement annexed to the Notice convening the Annual General Meeting with authority, liberty and power to the Board of Directors (hereinafter referred to as " the Board" which term shall be deemed to include the Remuneration Committee if any constituted by the Board) to alter and vary the terms and conditions of the said appointment, subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act,1956, including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto as may be agreed to between the Board and Shri R.C. Mansukhani." "RESOLVED FURTHER that where in any financial year, the Company has no profits or its profits are inadequate, Shri R.C. Mansukhani shall be entitled to be paid remuneration by way of salary, perquisites, amenities or any other allowances as referred to above, not exceeding the limits specified under Section II Part II of Schedule XIII to the Act as may be amended www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

from time to time or any equivalent statutory enactment(s) thereof." "RESOLVED FURTHER that the Board be and is hereby authorized to do and perform all such acts, deeds, matters"and things as may be considered necessary, usual proper or expedient-to give effect to this/esolution." 11) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT in accordance with the provisions of Section 198,269,309 and 310, read with Schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for .the time being in force), and subject to approval of Central Government, if required, the consent of the members be and is hereby accorded to the payment of revised remuneration, benefits and amenities to Shri J.C. Mansukhani, Managing Director of the Company, with effect from 01/10/2003, for the residual period of his tenure, on the terms and conditions, including remuneration as set out in the Explanatory Statement annexed to the Notice convening the Annual General Meeting with an authority, liberty and power to the Board of Directors ( hereinafter referred to as " the Board" which term shall be deemed to include the Remuneration .Committee if any constituted by the Board) to alter and vary the terms and conditions of the said revision, subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act,1956, including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto as may be agreed to between the Board and Shri J.C. Mansukhani." "RESOLVED FURTHER that where in any financial year, the Company has no profits or its profits are inadequate, Shri J.C. Mansukharji shall be entitled to be paid remuneration by way of salary, perquisites, amenities or any other allowances as referred to above, not exceeding the limits specified under Section II Part II of Schedule XIII to the Act as may be amended from time to time or any equivalent statutory enactment(s) thereof." ' , "RESOLVED FURTHER that the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be considered necessary, usual proper or expedient to give effect to this resolution." 12) To consider and if thought fit, to pass, with or without modification (s), the following resolution as Special Resolution: RESOLVED THAT pursuant to Section 81(1 A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment to or re-enactment thereof), relevant provisions of Memorandum and Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchange(s) where the shares of the Company are listed and subject to the approval of the Government of India (GOI), (RBI), Securities and Exchange Board of India (SEBI) and/or any other appropriate authority, institution, etc and subject to such consents, permissions and sanctions as may be necessary, approval of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter called "the Board" which term shall be deemed to include any committee(s) thereof) at its sole discretion, to create, issue, offer and allot in one or. more trenches in India and /or in foreign markets to one or more Foreign Institutional Investors/Overseas Corporate Bodies/Companies/Mutual Funds/Individuals, Indian Public, Bodies Corporate, Mutual Funds, Banks/Financial Institutions and Multilateral Development Financial Institutions including Foreign Investment Institutions operating in India and duly registered with SEBI, whether shareholders of the Company or not (hereinafter collectively referred tb as the "Investors") through prospectus and/or offer letter or circular letter and/or on Private Placement basis and/or Preferential Allotment basis, at such times as may be deemed appropriate by the Board, equity and/or preference shares and/or securities, non-convertible and/or partly and/or fully convertible into equity shares (hereinafter collectively referred to as "Securities") as may be thought fit by the Board up to an amount not exceeding Rs.100 crores( Rs. One hundred crores) (inclusive of such pfemium as may be fixed on the said securities) on such terms and conditions as may be decided by the Board including the norms and the terms of such issue, and the price and the persons to whom such securities may be issued whether or not such persons are members of the Company and all other terms and conditions and matters connected therewith and to accept any modifications in the proposal as may be required and/or prescribed by the authorities/parties involved in such issues, but subject to such conditions as the GOI/RBI/SEBI or such other appropriate authorities, Institutions or bodies may impose at the time of the approval and as agreed to by the Board, within such Domestic/International market and seek and obtain listing of Securities in any one or more Stock Exchange(s> anywhere in India and/or abroad. RESOLVED FURTHER THAT the Equity shares so allotted shall rank in all respects pari passu with the existing equity shares of the Company so that such equity shares shall carry the right to receive dividend, which may be declared for the financial year in which the allotment of the shares shall become effective pro-rata from the respective dates of allotment. RESOLVED LASTLY that for the purpose of giving effect to the above, the Board be and is hereby authorized to exercise such powers, and to do ail such acts, deeds, things and matters as may be required or considered necessary or incidental thereto and to settle any question or difficulty or doubts that may arise in connection therewith in the manner it may consider fit and appropriate. 13) To consider and if thought fit, to pass, with or without modification (s), the following resolution as a Special Resolution: "RESOLVED that pursuant to the provisions of Section 163 and other applicable provisions, if any of the Companies Act, 1956, approval of the members be and is hereby accorded to the keeping of the Register of members and the Index of members in respect of Equity Shares of the Cofnpany at the office of M/s intime Spectrum Registry Ltd, Indore or any other-offices of the said Company, under the approval of its Chairman for the time being, instead of being kept at the Registered Office/Branch Office of the Company." 14) To consider and if thought fit, to pass, with or without modification (s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to Section 314{1B) of the Companies Act, 1956 and subject to the approval of the Central Government, if required, consent of members be and is hereby accorded to the appointments of Mrs. Anita Mansukhani, Ms. Heena Mansukhani and Mr. Lavin Mansukhani, who are related to some of the directors of the Company, to various positions , www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

in the Company and to hold offices or places of profit in the Company effective from the 1st July 2003 for such periods and on such terms and conditions as the Board may decide from time to time." 15)' "RESOLVED that further to the special resolution adopted at the Annual General Meeting of the Company held on the 28th September' 2001, consent of the members be and is hereby accorded ex-post facto, pursuant to the provisions of SEBI (Disclosure and Investors Protection) Guidelines, 2000 and SEBI (Substantial Acquisition of shares and Takeover) Regulations, 1997 and other related provisions, changes, to the allotment of 30,00,000 Equity shares of Rs. 10/- each for cash at par on preferential basis aggregating to Rs. 3 (three) crores to Shri R.C.Mansukhani, promoter of the Company at the Meeting of the board of Directors held on the 27th December' 2001. RESOLVED FURTHER THAT the Company do make representations to SEBI, BSE and such other authorities as may be required for relaxation from compliance, with the SEBI Guidelines etc. referred to above in connection with the aforesa[d allotment of shares of the Company to Shri R.C.Mansukhani. RESOLVED LASTLY that the Board of Directors of the Company be and is hereby authorized to pursue the matter and do such acts, deeds and things as may be necessary for the above purpose.

By Order of the Board Place: Mumbai ' Date: 5th September' 2003 Registered Office: . . 1 .Chandrageet, Shashank Belkhede 120, S.V. Road, Andheri (West) " Vice President (Finance) Mumbai: 400 058 & Company Secretary

NOTES: 1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2) The Proxies in order to be effective must be received by the Company at its registered office not less than 48 hours before the commencement of the meeting. A format of proxy is enclosed. 3) The Explanatory statements, as required under Section 173 (2) of the Companies Act, 1956 in respect of the Special Business are annexed hereto and forms part of the Notice. 4) The Register of Members and Share Transfer Books of the Company will remain closed during the period 23/09/2003 to 30/09/2003 (both days Inclusive). 5) Shareholders desirous of any information are requested to write to the Company at least seven days in advance of the Meeting so. that the information may be kept ready. 6) Members are requested to immediately intimate any change in their address quoting their respective Folio Nos. and Certificate Nos. Members are also requested to get their physical shares converted into DEMAT form through their respective Depository participant(s) / Bank(s) at the earliest. - 7) Members holding shares in identical names in more than one folio are requested to consolidate their respective holding in one folio by writing to the Company's Share Department at Indore, enclosing therewith the relative share certificates. 8) It has.been proposed to re-appoint Shri Kirit N. Damania and Shri Vijay Kalantri as Directors of the Company who are liable to retire by rotation and being eligible, offer themselves for reappointment. . Shri Writ N. Damania Shri Kirit N. Damania is a Law graduate form Bombay University.and Practicing solicitor for last 42 and experience in company Law and director of the Company since inception. He is also on the Board of Living Room Life Style Ltd. and Kirit N. Damania Investments and Consultants Pvt. Ltd. - Shri Vijay Kalantri ' Shri Vijay Kalantri is president of AIAI. He is having a very wide experiece of 25 years in various Industries. He is also on the Board of Balaji Leasing & Industries Co. Ltd. Balaji Infrastructure & Dev. Co. Ltd. Balaji Technology Ltd., Dghi Port Ltd., Metropolitan Traders Pvt. Ltd., Hindustan Housing Finance & Dev. Corp. Ltd., Sovereign Diamond Ltd, Sai Granite Exporters & Developers Pvt. Ltd., VIP Industries Ltd. Indian Acrylics Ltd. Vindyachal Hydro Ltd. Gannon Pressure Vessels Co. Ltd., Laqshya Media Pvt. Ltd., S. Kumar Online Ltd. 9) Pursuant to the provisions of Section 205 A (5) of the Companies Act, 1956, dividend for the financial year ended 31 st March, 1996 and thereafter, which remain unclaimed for a period of 7 years will -be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956: - Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below: - Financial year Date of Last date for Due date for ended Declaration of claiming unpaid transfer to IEF Dividend Dividend Fund " 31.03.1996 30-09-1996 29-09-2003 29-10-2003 31.03.1997 30-09-1997 29-09-2004 29-10-2004 Shareholders who have not so far encashed the dividend warrant(s) are requested to seek issue of duplicate warrant(s) by writing to the Company immediately. Shareholders will please note that no claims shall lie against the Company or the said Fund In respect of any amount (s) remaining unclaimed and unpaid for a period of seven years from the dates that they first became due for payment and shall be made In respect of any such claims.

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ANNEXURE TO NOTICE EXPLANATORY STATEMENT - Pursuant to section 173(2) of the Companies Act, 1956 ITEMNO.6,7&8 Your Company is expanding its activities and also proposes to set up a new unit for manufacture of SAW Pipes and Coating in Gujarat/Maharashtra state. To meet any future capital requirement your Directors propose to increase the authorize capital of the Company from Rs.2000 Lacs to Rs.3000 lacs by creation of 1,00,00,000 fresh equity shares of Rs.10/- each to facilitate issue of fresh capital whenever required. The said resolution was also proposed in the last AGM held on 30/09/2002. As, the resolution was opposed by some of the shareholders, it did not carry 3/4th majority to give effect to the said resolution to be passed as a special resolution and hence was not resolved. The resolution now proposed may be passed as a Special Resolution with or without modification^). None of the Director is concerned or interested in this resolution. . ITEMNO.9 , Shri J.L. Mansukhani has been a Whole Time Director of the Company since 1994. He has contributed substantially to the progress of the Company over the years. It is proposed to re-appoint him for a further period of 5 years effective from 1 October, 2003 on the terms and conditions as set out in Annexure A (1) forming part of this Notice. Considering Mr. J L Mansukhani's deep knowledge of the industry and his wide experience and contribution to the growth of the Company his re-appointment on the terms proposed will be beneficial to the Company.-Resolution placed before the members is commended of their approval. Shri J.L. Mansukhani, Shri R.C. Mansukahni and Shri J.C. Mansukhani being related to one another, may be considered as interested in the resolution. None of the other directors are interested or concerned with the resolution. The resolution proposed in item no. 9 may be considered and passed as an ordinary resolution accordingly. ITEM NO. 10 Shri R.C. Mansukhani, who is an NRI, is the Promoter of the Company and its Non- Executive Chairman. He has contributed substantially to the growth of the Company over the years with his vast knowledge and extensive contacts both in India and abroad. It is proposed to appoint Shri R.C. Mansukhani as a Whole Time Director of the Company effective from 1 October, 2003 for a period of 5 years on the terms and conditions mentioned in the Annexure A (2) so that the Company derives the benefit of his -participation in the day to day management of the Company. The resolution is commended for the approval of members. Shri R.C. Mansukhani, Shri J.L. Mansukahni and Shri J.C. Mansukhani being related to one another may be considered as interested in the resolution. None of the other directors have any interest therein. The resolution proposed in item no. 10 may be considered and passed as an ordinary resolution accordingly. ITEM NO. 11 Shri J.C. Mansukhani, working as a Managing Director in the Company, was appointed vide AGM held on 30/09/1996 and he was re- appointedln the AGM held on 28/09/2001 for a period of five years, starting from 01/10/2001. In view of'his active involvement and significant contribution in the growth of the Company during the period, it is proposed to revise his remuneration as per the terms and conditions, as set out in Annexure A (3). Resolution placed before the members is commended for their approval. Shri. J.C.Mansukhani, Shri. J.L. Mansukhani Shri. R.C. Mansukhani, being related to one another may be considered as interested in this resolution. None of the other Directors are interested or concerned with the resolution. The resolution proposed in item no. 10 may be considered and passed as an ordinary resolution accordingly. ITEM NO. 12 • „ Your Directors have been studying the business opportunities available to the Company with its existing products and introduction of new products to take advantage of an expanding global market for pipes, etc. In fact the demand for SAW pipes both in the domestic and the global market is growing; it is expected to improve further. ' • • , The Company's present plant located at'Pithampur near Indore suffers from locational disadvantages being away from the seaports involving avoidable transportation costs on account of movement of raw material, machinery and spare parts and finished goods, adding • to the cost of the products. Your Directors are therefore examining alternate proposal for setting up the new unit at a suitable location, both in India and abroad to be closer to the source of raw materials and markets. The matter is under with consultants and a decision is expected to be reached soon. It is expected that the investment requirement for the new unit will be about Rs. 125 crores, to be financed partly from internal accruals and partly from external sources including by issue of securities and borrowings in India and abroad. Firm indications about the cost of the project will become available within the next few months. Meanwhile it is proposed to secure the approval of members to the proposal for raising resources, as aforesaid. The special resolution placed before the member is commended for their approval. None of the Directors is interested in the proposal except in their capacity as Directors of the Company.. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

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ITEM NO. 13 :. • , In view of the directives issued by SEBI, the physical transfer and DEMAT of Shares has to be handled at the same place only. Accordingly, the Company has appointed M/s Intime Spectrum Registry Ltd. As their registered R & T agents and the Register of members, Index of members will/may be kept at their office(s). To enable the Company to keep its statutory records and documents at a place other than its Registered office, approval of shareholders is required pursuant to section 163 of the Companies Act' 1956. Your Board feels that the same will be in the interest of the Company and recommends acceptance of the resolution. The resolution proposed may be passed as a Special Resolution with or without modifications). None of the Directors of the Company is concerned or interested in passing this resolution. ITEM NO. 14 To meet the growing requirements of the Company, having in mind its progress and future plans, it is proposed to appoint persons with suitable qualifications and experience as executives in the Company in different functional areas. Accordingly, it is proposed to appoint Mrs. Anita Mansukhanj, a Commerce Graduate, Ms. Heena Mansukhani, a Management Graduate from UK and Mr. Lavin Mansukhani, a Graduate in Computer Science, who are related to some of the Directors of the Company at various capacities, in the Company commensurate with their qualifications and experiences. The above appointments require the approval of members by special resolution in terms of Section 314 (1B) of the Companies Act, 1956. Members may kindly accord their approval to the resolution. Shri R.C. Mansukhani, Shri J.L. Mansukhani and Shri J.C. Mansukhani being related to Mrs. Anita Mansukhani, Ms. Heena Mansukhani and Mr. Lavin Mansukhani may be considered as interested in the resolution. ITEM NO. 15 Members may recall that at the Annual General Meeting of the Company held on the 28th September' 2001 their consent had been obtained pursuant to Section 81 (1 -A) of the Companies Act, 1956 for the allotment of 50,00,000 shares to the promoters of the Company at Rs. 10/- per share. The aforesaid allotment was requires to be made to comply with the terms and conditions prescribed by State Bank of India, Industrial Finance Branch, Indore in connection with the sanction of a term loan of Rs. 5 crores to the Company vide their sanction letter ref AMT/1/MAN/RTL/5CR/2001 dated 15th February' 2001 to part finance the Company's Coating project at Pithampur. The Board of Directors at their meeting held on the 27th December' 2001 allotted to Shri R.C.Mansukhani, promoter of the Company, 30,00,000 shares of Rs. 10/- each fully paid up for an aggregate amount of Rs. 3 crores. The shares are subject to lock-in for a period of 3 years from the date of allotment. It may be mentioned that the average price for the Company's shares at the relevant date, as calculated according to erstwhile SEBI guidelines in this respect, was only Rs. 6.15 per share as against Rs. 10/- at which they were allotted.. ' ' . The Company applied to the Stock Exchange, Mumbai for listing of aforesaid shares on the Exchange. The Company was advised that since in the process of allotment of the aforesaid shares to the promoters, the Company had not aeted in accordance with the SEBI Guidelines aforesaid in regard to disclosure requirements, the Company should obtain a no-objection / relaxation from SEBI in this regard. Briefly, as required under the aforesaid Guidelines, the following disclosures are being made for the information of members: a. As mentioned, above, the shares were allotted to the promoter in compliance with the conditions prescribed by the Company's bankers for sanction of term loan for the Company's Coating project at Pithampur. b. The intention to allot the shares the Promoter and Chairman of the Company has been mentioned in the Directors' Report and also in Special resolution adopted by the members under section 81 (1-A) of the Companies Act' 1956. c. Shareholding pattern of the Company's shares prior to and after the said allotment are annexed hereto. d. Though the explanatory statement was not specific about the period within which the allotmwent was to be completed, it was obvious that the process should be gone through without any delay to meet the bank's requirements and in fact acted upon within three months of the date of the members resolution. e. Price at which the shares were to be issued and allotted and the person to whom they were to be allotted are also included in the said resolution. f. As, members are aware there have -been no consequential changes in the Board of Directors; in fact no such change was contemplated. g. P/esently, the shares of the Company are listed on BSE, Mumbai only. Company has also made an application to NSE, Mumbai for listing of its shares on NSE. This request is'pending with NSE for want of NOC from BSE/SEBI, permitting listing of above preferential allotment of Rs. 3 crore on BSE. Listing of shares on NSE will provide a greater liquidity to the shareholders of the Company at large. The resolution placed before the meeting is to apprise the members of the background to the resolution approved by them earlier and to meet with the SEBI Guidelines. The resolution is commended for their approval. Inspection: Copies of the letter / correspondence received from SEBI, Stock Exchange and State Bank of India referred to above are available for inspection from 24th September' 2003 to 26th September^OOS between 3.00 pm to 5.00 pm at the registered office of the Company at 1, Chandra Geet, 120, S.'V.Road, Andheri (W), Mumbai. Shri. R.C.Mansukhani, Shri. J.L. Mansukhani Shri. J.C. Mansukhani, being related to one another may be consjdered as interested in this resolution. None of the other Directors are interested or concerned with the resolution.

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ANNEXURE - 'A' SALARY, COMMISSION, PERQUISITES & MINIMUM REMUNERATION OF WHOLETIME DIRECTORS (1) ShrlJ.L Mansukhanl: SALARY (Basic): Rs. 2,QO,OOOA per month in the grade of Rs. 2,00,000-40,000-4,00,000. COMMISSION: Commission based on net profits of the Company in a particular year, which put together with salary and perquisites shall be subject to overall ceiling laid down in Sections 198 and 309 of the Companies Act'1956. HOUSING: Free furnished accommodation. In case no accommodation is provided by the Company, he shall be entitled to House Rent Allowance in lieu thereof @ 60% of salary. Value of perquisite to be calculated as per Income Tax Act. MEDICAL REIMBURSEMENT: Expenses incurred for self and family, equivalent to One month Salary every year or three month salary in three years. LEAVE TRAVEL CONCESSION / ALLOWANCE: Expenses incurred for self and family. Value of perquisite to be calculated as per Income Tax Act. PERSONAL ACCIDENT INSURANCE: Actual Premium to be paid by the Company for self and family. LEAVE: Leave accumulated shall be encashable at the end of the tenure as per the Company rules. MEDICAL INSURANCE: Actual premium to be paid by the Company for self and family. CAR & TELEPHONE/CELL PHONE: Car and phone facilities will be provided by the Company for personal and official use. Expenses related to personal use to be treated as perquisites as per IT Rules. REIMBURSEMENT OF CLUB AND ENTERTAINMENT EXPENSES: Actual expenses to be borne by the Company. PROVIDENT FUND: Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these either signally or put together are not taxable under the Income Tax Act'1961. GRATUITY AND RETIREMENT BENEFITS: To be paid as per the rules of the Company.

(2) Shrt R.C. Mansukhanl: SALARY (Basic): Rs. 4,00,000/- per month in the grade of Rs. 4,00,000-50,000-8,00,000. COMMISSION: Commission based on net profits of the Company in a particular year, which put together with salary and perquisites shall be subject to overall ceiling laid down in Sections 198 and 309 of the Companies Act'1956. HOUSING: Free furnished accommodation. In case no accommodation is provided by the Company, he shall be entitled to House Rent Allowance in lieu thereof @ 60% of salary. Value of perquisite to be calculated as per Income Tax Act. MEDICAL REIMBURSEMENT: Expenses incurred for self and family, equivalent to One month Salary every year or three month.salary in three years. LEAVE TRAVEL CONCESSION / ALLOWANCE: Expenses incurred for self and family. Value of perquisite to be calculated as per Income Tax Act. PERSONAL ACCIDENT INSURANCE: Actual Premium to be paid by the Company for self and family. LEAVE: Leave accumulated shall be encashable at the end of the tenure as per the Company rules. MEDICAL INSURANCE: Actual premium to be paid by the Company for self and family. CAR & TELEPHONE/CELL PHONE: Car and phone facilities will be provided by the Company for personal and official use. Expenses related to personal use to be treated as perquisites as per IT Rules. REIMBURSEMENT OF CLUB AND ENTERTAINMENT EXPENSES: Actual expenses to be borne by the Company. PROVIDENT FUND: Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these either signally or put together are not taxable under the Income Tax Act'1961. GRATUITY AND RETIREMENT BENEFITS: To be paid as per the rules of the Company.

(3) ShrlJ.C.Mansukhanl: SALARY (Basic): Rs. 3,00,0007- per month in the grade of Rs. 3,00,000-50,000-6,00,000. COMMISSION: Commission based on net profits of the Company in a particular year, which put together with salary and perquisites shall be subject to overall ceiling laid down in Sections 198 and 309 of the Companies Act'1956. HOUSING: Free furnished accommodation. In case no accommodation is provided by the Company, he shall be entitled to House Rent Allowance ia lieu thereof @ 50% of salary. Value of perquisite to be calculated as per Income Tax Act. MEDICAL REIMBURSEMENT: Expenses incurred fqr self and family, equivalent to One month Salary every year or three month salary in three years. LEAVE TRAVEL CONCESSION / ALLOWANCE: Expenses incurred for self and family. Value of perquisite to be calculated as per Income Tax Act. PERSONAL ACCIDENT INSURANCE: Actual Premium to be paid by the Company for self and family. LEAVE: Leave accumulated shall be encashable at the end of the tenure as per the Company rules. MEDICAL INSURANCE: Actual premium to be paid by the Company for self and family. CAR & TELEPHONE/CELL PHONE: Car and phone facilities will be provided by the Company for personal and official use. Expenses related to personal use to be treated as perquisites as per IT Rules. REIMBURSEMENT OF CLUB AND ENTERTAINMENT EXPENSES: Actual expenses to be borne by the Company. PROVIDENT FUND: Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these either signally or put together are not taxable under the Income Tax Act'1961. GRATUITY AND RETIREMENT BENEFITS: To be paid as per the rules of the Company. www.reportjunction.com