Jai Balaji Industries Limited

11th Annual Report 2009-10 Jai Balaji Industries Limited Forward looking statement In this Annual Report, we have disclosed forward-looking information to help investors to comprehend our prospects and take informed investment decisions. This report is based on certain forward-looking statements that we periodically make to anticipate results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe that we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Contents Notice 1 Directors’ Report 8 Corporate Governance Report 14 Management Discussion and Analysis Report 30 Auditors’ Report 33 Balance Sheet 36 Profit & Loss Account 37 Cash Flow Statement 38 Schedules 40 Balance Sheet Abstract 65 Statement Pursuant to Section 212 66 Consolidated Accounts 67 Subsidiary Accounts 96 Annual Report 2009-10 Notice to the Shareholders NOTICE is hereby given that the Eleventh 8. To consider and, if thought fit, actions and give such directions and Annual General Meeting of the Members to pass, with or without delegate such authorities, as it may of Jai Balaji Industries Limited will be held modification(s), the following in its absolute discretion, deem on Wednesday, the 22nd September, 2010 Resolution as an Ordinary Resolution: appropriate for the purpose of giving at 11:00 a.m. at Rotary Sadan (Shripati effect to this resolution and to do all “RESOLVED THAT Shri Amit Kumar Singhania Hall), 94/2 Chowringhee Road, such acts, deeds and things connected Majumdar who was appointed by the Kolkata – 700 020 to transact the following therewith or incidental thereto.” Board of Directors as an Additional business: Director of the Company with effect 10. To consider and, if thought fit, to pass ORDINARY BUSINESS: from 10th July, 2010 and who holds the following resolution, with or 1. To receive, consider and adopt the office upto the date of this Annual without modifications, as Special Audited Profit and Loss Account for General Meeting of the Company in Resolution : the financial year ended 31st March, terms of Section 260 of the Companies “RESOLVED THAT in accordance 2010 and the Audited Balance Sheet Act, 1956 and in respect of whom the with the provisions of Section 81(1A) as on that date, together with the Company has received a notice in and all other applicable provisions, Reports of the Directors and Auditors writing from a member under Section if any, of the Companies Act, thereon. 257 of the Companies Act, 1956, 1956, the SEBI (Issue of Capital 2. To declare dividend on equity shares proposing his candidature for the and Disclosure Requirements) for the year ended 31st March, 2010. office of Director of the Company, be Regulations, 2009, Foreign Exchange and is hereby appointed as a Director Management Act, 1999 (FEMA), 3. To appoint a director in place of Shri of the Company, liable to retire by Gourav Jajodia, who retires by Foreign Exchange Management rotation.” rotation and being eligible, offers (Transfer or Issue of Security by a himself for re-appointment. 9. To consider and, if thought person Resident Outside India) fit, to pass, with or without Regulations, 2000, the Issue of Foreign 4. To appoint a director in place of Shri Currency Convertible Bonds and Satish Chander Gupta, who retires modification(s), the following Resolution as a Special Resolution: Ordinary Shares (through Depository by rotation and being eligible, offers Receipt Mechanism) Scheme, 1993 himself for re-appointment. “RESOLVED that pursuant to the (including any statutory modification 5. To appoint a director in place of provisions of Section 31, 258, 259 or re-enactment thereof, for the time Shri Ashim Kumar Mukherjee, who and other applicable provisions, being in force), and the applicable retires by rotation and being eligible, if any, of the Companies Act, 1956 Rules, Guidelines, Regulations, offers himself for re-appointment. and subject to such approval(s), Notifications and Circulars, if any, of 6. To appoint Auditors to hold office consent(s), permission(s), sanction(s) the Securities and Exchange Board of from the conclusion of this meeting of the Central Government and/or India (SEBI), Reserve Bank of India until the conclusion of the next appropriate authority(ies) under the (RBI), the Stock Exchanges where the Annual General Meeting of the Companies Act, 1956 and other securities of the Company are listed Company and to fix their applicable statues, if any, the (including provisions of listing remuneration. maximum number of directors agreement with them) and any other permitted to be appointed in the SPECIAL BUSINESS: concerned and relevant authorities, Company pursuant to Article 111(1) and other applicable laws, if any, and 7. To consider and, if thought fit, to pass, of the Articles of Association of the the relevant provisions of the with or without modification(s), the Company be and is hereby increased Memorandum and Articles of following Resolution as an Ordinary from 12 (twelve) to 16 (sixteen) and Association of the Company and Resolution: that accordingly the existing Article subject to such approval(s), consent(s), “RESOLVED THAT Shri Rajeev Kalra 111(1) be substituted by the following permission(s) and/or sanction(s) of who was appointed by the Board of article the Government of India (GOI), Directors as an Additional Director 111 (1) Until otherwise determined by Reserve Bank of India (RBI), Securities th of the Company with effect from 26 a General Meeting of the Company and and Exchange Board of India (SEBI) May, 2010 and who holds office upto subject to the provisions of Section 252 and any other concerned and relevant the date of this Annual General of the Act, the number of Directors authorities, institutions or Bodies Meeting of the Company in terms of excluding Debenture and Alternate whether in India or abroad Section 260 of the Companies Act, Directors, if any, shall not be less than (hereinafter collectively referred to as 1956 and in respect of whom the three and not more than sixteen.” the “Appropriate Authorities”) as Company has received a notice in may be required, and subject to such writing from a member under Section “RESOLVED FURTHER THAT the conditions and modifications as may 257 of the Companies Act, 1956, Board of Directors of the Company be prescribed by anyone of them proposing his candidature for the (hereinafter referred to as “the Board” while granting any such approval, office of Director of the Company, be which term shall include any consent, permission and/or sanction and is hereby appointed as a Director committee thereof, constituted or to (hereinafter referred to as the of the Company, not liable to retire be constituted) be and is hereby “Requisite Approvals”), which may by rotation.” authorized to take all such steps and be agreed to by the Board of Directors 1 Jai Balaji Industries Limited Notice to the Shareholders of the Company (hereinafter called by foreign/domestic investors/ be and is hereby authorized on behalf “the Board” which term shall be institutions and/or corporate of the Company to do all such acts, deemed to include person(s) bodies/entities including mutual deeds, matters and things as it may authorized and/or any committee funds, banks, insurance companies, in its absolute discretion deem which the Board may have qualified institutional buyers as necessary or desirable for such constituted or hereinafter constitute defined by the SEBI (Issue of Capital purpose, including without limitation to exercise its powers including the and Disclosure Requirements) the entering into of underwriting, powers conferred by this resolution), Regulations, 2009 pursuant to a marketing and depository consent of the Company be and is qualified institutional placement, as arrangement with institution/ hereby accorded to the Board to provided under Chapter VIII of the trustees/agents and similar create, issue, offer and allot on behalf SEBI (ICDR) Regulations, 2009 agreements and to remunerate the of the Company in one or more and/or individuals or otherwise, Managers, Underwriters and all other tranche(s) (including with provisions whether or not such persons/ agencies/intermediaries by way of for reservations on firm and/or entities/investors are members of the commission, brokerage, fees and the competitive basis, of such part of the Company, whether in one or more like as may be involved or connected issue and for such categories of currency, such issue and allotment to in such offerings of securities with persons as may be permitted)of one be made at such time or times in one power on behalf of the Company to or more public and/or private or more tranche(s), at par or at such settle all questions, difficulties or offerings in domestic and/or one or price or prices and on such terms and doubts that may arise in regard to the more international

Load more