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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 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 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net .0. 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 India 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 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net &l>tAe4/ f&ncfaa/J S/tch GROUP 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, Mumbai 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 Canara Bank, 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] www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 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
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