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Rane (Madras) Limited SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Rane (Madras) Limited 2nd ANNUAL REPORT 2006 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Rane (Madras) Limited Board of Directors Registered Office L LAKSHMAN - Chairman " MAITHRI" L GANESH - Vice Chairman 132, Cathedral Road, Chennai-600 086. P S KUMAR Phone .'28112472 Fax:044-28112449 V NARAYANAN Email : [email protected] HARISH LAKSHMAN SHARAD SARIN Plants 1. "GANAPATHY BUILDINGS" Audit Committee 154, Velachery Road, Chennai - 600 042. V NARAYANAN - Chairman P S KUMAR 2. 79/84, Hootagally Industrial Area SHARAD SARIN Mysore - 570 018. L LAKSHMAN 3. 77, Thirubuvanai Main Road Investors' Service Committee Thirubuvanai Village, Pondicherry - 605 107. L LAKSHMAN - Chairman HARISH LAKSHMAN 4. No. 30, Sector 18, Maruti Industrial Area, P S KUMAR Gurgaon, Haryana - 122 015. Remuneration Committee Registrar & Transfer Agents P S KUMAR - Chairman Integrated Enterprises (India) Ltd., V NARAYANAN II Floor, 'Kences Towers' SHARAD SARIN No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017. President S PARTHASARATHY Vice President - Finance T S SANKAR CONTENTS PAGE Notice to Shareholders 2 Secretary K SRIVATSAN Report of the Directors 5 Auditors Auditors' Report 15 PRICE WATERHOUSE & CO., Chartered Accountants Balance Sheet 18 Chennai-600 006. Profit and Loss Account 19 Listing of shares with Madras Stock Exchange Ltd., Chennai Cash Flow Statement 20 Bombay Stock Exchange Ltd., Mumbai 22 National Stock Exchange of India Ltd., Mumbai Schedules forming part of the Accounts Notes on Accounts 28 Bankers Canara Bank, Chennai-600 002. Financial Highlights 36 State Bank of India, Chennai - 600 001. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Rane (Madras) Limited NOTICE TO SHAREHOLDERS NOTICE is hereby given that the Second Annual "Resolved that Mr. L Ganesh, who retires by rotation General Meeting of the Equity Shareholders of the and being eligible for re-appointment, be and is Company will be held at 10.15 a.m. on Friday, the July hereby re-appointed as a Director of the Company". 1 21, 2006, at Narada Gana Sabha ('Main Hall ) 314, 4. To appoint a director in the place of Mr. Harish TTK Road, Chennai 600 018, to transact the following :- Lakshman, who retires by rotation under Article 113 of the Articles of Association of the Company and ORDINARY BUSINESS : being eligible, offers himself for re-election. 1. To receive, consider and adopt the Directors' Report, To consider adoption of the following resolution, with the audited accounts of the Company for the year or without modification, as an ordinary resolution: ended March 31, 2006 and the Auditors' report thereon. "Resolved that Mr. Harish Lakshman, who retires by rotation and being eligible for re-appointment, be To consider adoption of the following resolution, as and is hereby re-appointed as a Director of the an ordinary resolution: Company". "Resolved that the Audited Balance Sheet as at 31 5. To appoint auditors of the Company and to determine March 2006, the Profit and Loss Account for the year their remuneration. The retiring auditors M/s. Price ended 31 March 2006 together with the Reports of Waterhouse & Co, Chartered Accountants, are the Directors and the Auditors of the Company eligible for re-appointment. The declaration under thereon, as presented to the meeting be and the Section 224(16) of the Companies Act, 1956 has been received. same are hereby approved and adopted". To consider adoption of the following resolution, with 2 To declare final dividend on equity shares. or without modification, as an ordinary resolution: To consider adoption of the following resolution, "Resolved that M/s. Price Waterhouse & Co., with or without modification, as an ordinary Chartered Accountants, be and are hereby re- resolution: appointed as the auditors of the Company to hold "Resolved that a final dividend of Rs.1.50 per equity office from the conclusion of this Annual General share of Rs.10 each on 10,164,145 equity shares Meeting until the conclusion of the next Annual General Meeting of the Company on such be and are hereby declared out of the profits of the remuneration as may be determined by the Board of Company for the year ended March 31, 2006, Directors of the Company, in addition to absorbing a total amount of Rs.17,384,500 (including reimbursement of travelling and other out-of-pocket dividend distribution tax) and that the dividend be expenses actually incurred by them in connection paid to those shareholders, whose names appear with the audit." on the Company's Register of Members as on July (By Order of the Board) 21, 2006 and in respect of shares in electronic form For Rane (Madras) Limited to those beneficial owners of the shares as at the end of business hours on July 14, 2006 as per the details furnished by the Depositories for this purpose". Chennai K Srivatsan May 22, 2006. Secretary 3. To appoint a director in the place of Mr. L Ganesh, who retires by rotation under Article 113 of the Articles of Association of the Company and being eligible, offers himself for re-election. To consider adoption of the following resolution, with or without modification, as an ordinary resolution: www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Rane (Madras) Limited NOTES: 1. Any member entitled to attend and vote at the 4. Members holding shares in physical form are meeting may appoint a proxy to attend and vote requested to notify any change of address to the instead of himself. The proxy need not be a following address: member of the Company. The proxies should M/s. Integrated Enterprises (India) Limited however be deposited at the registered office of II Floor, 'Kences Towers' No.1, Ramakrishna Street, North Usman Road, the Company not less than 48 hours before the T. Nagar, Chennai - 600 017. commencement of the meeting. 2. The Register of Members of the Company will remain Members holding shares in demat form are closed from Saturday, July 15,2006 to Friday, July requested to update the change of address with their respective Depository Participants. (DPs). 21, 2006 (both days inclusive). 3. Pursuant to the provisions of Section 205A of the 5. Members who are holding shares in identical order of names in more than one account are requested to Companies Act, 1956, dividend for the financial intimate to the Company, the ledger folio of such year ended March 31, 2005 and thereafter which accounts together with the share certificate(s) to remains unclaimed for a period of seven years enable the Company to consolidate all the holdings will be transferred to the Investor Education and into one account. The share certificate(s) will be Protection Fund (IEPF) of the Central Government. returned to the members after necessary Members who have not encashed the dividend endorsements. warrants for the said period are requested to make j3. Members/Proxies should bring the attendance slip their claim to the Company. duly filled in for attending the meeting. Information in respect of such unclaimed dividend when due for transfer to the said fund is given below: (By Order of the Board) For Rane (Madras) Limited Date of Last Date for Due date for Year declaration claiming unpaid transfer to IEPF dividend u/s 205A(5) 31.03.05 20.07.2005 24.08.2012 22.09.2012 Chennai K Srivatsan 31.03.06" 25.01.2006 30.04.2013 29.05.2013 May 22, 2006. Secretary 'Interim dividend www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Rane (Madras) Limited Information about directors seeking appointment/ re-appointment in this annual general meeting in respect of item no. 3 & 4 above (in accordance with Clause 49 IV of the Listing Agreement) Re-appointment : Item No. 3 Item No. 4 Name of the director : Mr. L Ganesh Name of the director Mr. Harish Lakshman Father's Name : Mr. L L Narayan Father's Name Mr. L Lakshman Date of birth : March 18, 1954 Date of birth February 12, 1974 Date of appointment : March 31, 2004 Date of appointment March 31, 2004 Educational Qualifications: Educational Qualifications : 1. Associate Member of Institute of Chartered Accountants of India (ACA) 1. B.E. in Mechanical Engineering 2. Master of Business Administration (MBA) 2. Master's Degree (MSM) from Purdue University, USA Other Directorships Other Directorships 1. Kar Mobiles Ltd. - Chairman 1. Rane Investments Ltd. 2. Rane Engine Valves Ltd.-Vice Chairman & MD 3. Rane Brake Linings Ltd. - Vice Chairman 2. Rane NSK Steering Systems Ltd. 4. Rane Holdings Limited - Vice Chairman 3. JMA Rane Marketing Ltd. 5. Rane TRW Steering Systems Ltd. 4. Rane Holdings Ltd. 6. Rane NSK Steering Systems Ltd. 5. Rane Diecast Ltd. 7. Rane Investments Ltd. 8. Techcons Ltd. Committee Memberships 9. JMA Rane Marketing Ltd. 1. Rane (Madras) Ltd. - Investors Service Committee 10. EIH Associated Hotels Ltd. 2. Rane Holdings Ltd. - Investors Service Committee 11. Rane Diecast Ltd. Committee Memberships No. of shares held in the Company 1. Rane Engine Valves Ltd. 22,105 equity shares of Rs.10 each fully Investors Service Committee paid-up 2. Rane Holdings Ltd.- Audit Committee Experience 3. Rane Holdings Ltd. Investors Service Committee* 5 years of experience in Management of Auto Component Companies 4. Rane Brake Linings Ltd. - Audit Committee 5. Rane Brake Linings Ltd. Investors Service Committee.* Mr. L Lakshman, Mr. L Ganesh and Mf. Harish 6. Rane NSK Steering Systems Ltd Lakshman are deemed to be interested in the Audit Committee resolutions. None of the other directors is concerned 7. Rane TRW Steering Systems Ltd. or interested in the resolutions. Audit Committee 8. EIH Associated Hotels Ltd.
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