Kennametal AR 06-07,Kennametal India Annual Report FY11
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2 Kennametal India Limited Directors Registered Office and Factory Mr. M.N. Bhagwat 8/9th Mile, Tumkur Road, Chairman Bangalore - 560 073 Mr. Santanoo Medhi Phone : 91 (80) 28394321 Managing Director Fax : 91 (80) 28397572 Mr. John Chang Auditors Mr. Vinayak K. Deshpande Mr. B. Anjani Kumar M/s. Price Waterhouse Mr. Bernard North Chartered Accountants 5th Floor, Tower “D”, The Millenia India Leadership Council (ILC) 1 & 2 Murphy Road, Ulsoor Mr. Santanoo Medhi Bangalore - 560008 Mr. Vikram Chopra Bankers Mr. Dibesh Singh Deo Corporation Bank Limited Mr. Kundan K. Lal HDFC Bank Limited Mr. Vivek Maheshwari ICICI Bank Limited Mr. Anil Kumar Murthy The Hong Kong and Shangai Banking Corporation Limited Mr. Gururaj D Patil Registrar & Share Transfer Agent Mr. Calvin Printer Mr. D Parameswara Reddy Integrated Enterprises (India) Limited Mr. D Sarathy 30, ‘Ramana Residency’ Mr. K Chandrashekar Sharma 4th Cross, Sampige Road Malleswaram, Bangalore - 560 003 Company Secretary Phone : 91 (80) 23460815-818 Mr. Kundan K. Lal Fax : 91 (80) 23460819 Contents Page No. Notice to Members 02 Directors’ Report 07 Management Discussion & Analysis Report 11 Report on Corporate Governance 15 Auditors’ Report 25 Balance Sheet 28 Profit and Loss Account 29 Schedules to Accounts 30 Notes on Accounts 36 Cash Flow Statement 52 Balance Sheet Abstract 54 46th Annual General Meeting Wednesday, November 02, 2011 at 10.30 A M at the Registered Office of the Company at 8/9th Mile, Tumkur Road, Bangalore - 560 073 3 NOTICE TO MEMBERS NOTICE is hereby given that the Forty-sixth Annual Schedule XIII and other applicable provisions, if any, of General Meeting of Kennametal India Limited will be the Companies Act, 1956, and other sanctions and held on Wednesday, November 02, 2011 at 10.30 approvals as may be necessary, approval of the AM at the Registered Office of the Company at 8/9th Company be and is hereby accorded to revision in the Mile, Tumkur Road, Bangalore – 560 073, to transact remuneration paid and payable to Mr. Santanoo Medhi, the following businesses: Managing Director, to take effect from October 01, 2010, for unexpired period of his term upto April 23, 2013, upon ORDINARY BUSINESS: the terms and conditions as set out in the explanatory 1. To receive, consider and adopt the audited statement attached to the Notice convening this Annual Balance Sheet as at June 30, 2011, the audited General Meeting. Profit and Loss Account for the year ended on RESOLVED FURTHER THAT the members that date and the reports of the Directors and the hereby authorise the Board of Directors of the Auditors thereon. Company to consider and approve the revision in 2. To confirm the interim dividend of ` 35/- per equity remuneration, benefits and perquisites payable share (350%) on 21,978,240 equity shares of to the Managing Director from time to time and ` 10/- each already paid as the final dividend for not exceeding the limits specified in Sections 198, financial year 2010-2011 (year ended June 30, 2011). 269, 309, 310 and 311 read with Schedule XIII and other applicable provisions, if any, of the 3. To appoint a Director in place of Mr. M. N. Companies Act, 1956, including any amendment, Bhagwat, who retires from office by rotation and modification, variation or re-enactment thereof and being eligible, offers himself for re-appointment. the agreement between the Company and Mr. 4. To appoint Auditors, to hold office from the conclusion Medhi be suitably amended to give effect to such of this meeting until the conclusion of the next Annual revision, modification or variation. General Meeting of the Company and to authorise RESOLVED FURTHER THAT the Board of the Board to fix their remuneration. The retiring Directors of the Company be and is hereby auditors M/s.Price Waterhouse, Chartered authorised to take such steps expedient or Accountants, [FRN: 007568S] have expressed their desirable to give effect to this Resolution.” unwillingness to be re-appointed. The Company has received a Special Notice from a member of the 6. To consider and if thought fit, to pass with or Company under Section 225 read with Section 190 without modification(s), the following resolution as of the Companies Act, 1956 signifying the intention an Ordinary Resolution: to propose the following resolution: “RESOLVED THAT in accordance with the “RESOLVED THAT M/s Price Waterhouse & Co, provisions contained in Article 129 of the Articles of Chartered Accountants (Firm Registration Association of the Company and Section 262 and No.007567S), be and are hereby appointed as other applicable provisions, if any, of the Companies Auditors of the Company from the conclusion of Act, 1956 Mr. John Chang be and is hereby the 46th Annual General Meeting until the conclusion appointed as a Director of the Company, liable to of 47th Annual General Meeting of the Company at retire by rotation, to fill in the casual vacancy on such remuneration and other charges as shall be the Board caused by the resignation of Dr. Esat fixed by the Board of Directors of the Company.” Kemal Yegenoglu, the Company already having received a notice in writing along with a deposit of SPECIAL BUSINESS: ` 500/- as required under Section 257 of the 5. To consider and if thought fit, to pass with or Companies Act, 1956 from a member signifying his without modification(s), the following resolution as intention to propose Mr. John Chang, as a candidate an Ordinary Resolution: for the office of Director, liable to retire by rotation.” “RESOLVED THAT in partial modification of the By Order of the Board of Directors resolution passed at the Annual General Meeting of the For Kennametal India Limited Company held on October 26, 2010 for the appointment of and remuneration payable to Mr. Santanoo Medhi as Kundan Kumar Lal Managing Director and in accordance with the provisions Bangalore Deputy General Manager-Legal & of Sections 198, 269, 309, 310 and 311 read with August 12, 2011 Company Secretary 4 NOTES file nomination in the prescribed Form 2B (in duplicate) with the respective depository 1. A MEMBER ENTITLED TO ATTEND AND VOTE participant and in respect of shares held in AT THE MEETING IS ENTITLED TO APPOINT physical form, such nomination may be filed with ONE OR MORE PROXIES TO ATTEND AND the Company’s registrar and share transfer agent. VOTE INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE 8. The Securities and Exchange Board of India COMPANY. (SEBI) vide Circular dated April 27, 2007, had made PAN mandatory for all securities market 2. The instrument appointing proxy in order to be transaction. Thereafter, vide Circular dated May effective must be deposited at the registered office 20, 2009 it was clarified that, for securities market of the Company not less than 48 hours before the transactions and off market/ private transaction commencement of the 46th Annual General involving transfer of shares in physical form of listed Meeting (AGM). companies, it shall be mandatory for the 3. The relative explanatory statement pursuant to transferee (s) to furnish copy of PAN card to the Section 173 of the Companies Act, 1956, in Company/Registrar & Share Transfer Agents for respect of the business under items (5) to (6) set registration of such transfer of shares. The out above is annexed hereto. The documents members are requested to furnish a copy of the relating to the items detailed in the Notice are PAN card in cases involving transfer of shares in available for inspection at the Registered office of physical form. the Company from Monday to Friday between 9. Members may address all matters relating to 10.30 am to 12.30 pm, up to the date of the Annual shares, demat, remat, annual report, etc. to the General Meeting. Company’s Registrar & Share Transfer Agent at 4. The Register of Members and the Share Transfer the following address: Books of the Company will remain closed from Integrated Enterprises (India) Limited October 29, 2011 to November 02, 2011 (both Unit: Kennametal India Limited days inclusive) for the purpose of the AGM. No.30, ‘Ramana Residency’, 5. An interim dividend of ` 35/- per equity share of 4th Cross, Sampige Road, ` 10/- each [350% on the paid capital of the Malleswaram, Bangalore 560003 Company] was declared by the Board for the Phone: (080) 23460815 - 818 financial year ended June 30, 2011 and June 16, Fax: (080) 23460819, 2011 was fixed as Record Date for the said E-Mail:[email protected] purpose. The said interim dividend was paid from For dividend queries and other general matters: June 23, 2011. The Company Secretary Kennametal India Limited 6. Under Section 205A read with Section 205C of 8/9th Mile, Tumkur Road, the Companies Act, 1956, the amount of dividend Bangalore - 560 073. remaining unpaid or unclaimed for a period of seven Phone: 080-28394321 and 080 22198345 years from the date of payment is required to be Fax: 080 28397572 transferred to the Investors’ Education and e-mail: [email protected] Protection Fund (IEPF) of the Central Government. e-mail:[email protected] for the Members who have not encashed the dividend purpose of addressing investor complaints/ warrant(s) so far for Financial year ended June grievances and also to seek necessary follow-up 30, 2005 or any subsequent dividend payments action. are requested to make their claims to the Company/RTA immediately. Kindly note that as Members are requested to quote their Registered Folio per Section 205C of the Companies Act, 1956, Number or Demat Account Number & Depository no claim shall lie against the Company or IEPF Participant (DP) ID Number in all correspondence.