BOARD OF DIRECTORS M F Farooqui (Chairman) Bhaskar Bhat (Managing Director) Anita Praveen (from 01.06.2009) V Parthasarathy (from 20.10.2008) S Ramasundaram (upto 11.05.2009) S Susai (upto 20.10.2008) Kumar Jayant (upto 11.12.2008) Ishaat Hussain N N Tata Farrokh Kavarana (upto 31.03.2009) T K Balaji C G Krishnadas Nair Nihal Kaviratne,CBE Vinita Bali Hema Ravichandar R Poornalingam COMPANY SECRETARY Usha Iyengar AUDITORS Deloitte Haskins & Sells BANKERS Canara Bank Bank of Baroda The Hongkong and Shanghai Banking Corporation Ltd. Standard Chartered Bank Oriental Bank of Commerce CONTENTS Union Bank of India Notice .................................................................................... 02 Indian Bank Directors’ Report ................................................................ 07 Management Discussion & Analysis ........................... 16 REGISTERED OFFICE Corporate Governance Report ..................................... 23 3, SIPCOT Industrial Complex, Hosur 635 126 Auditors’ Report ................................................................. 37 Balance Sheet .................................................................... 40 OVERSEAS BRANCH OFFICE Profit & Loss Account ...................................................... 41 Hongkong: Unit No. 11 & 12, 20/F, Metro Loft No.38, Cash Flow Statement ...................................................... 42 Kwai Hei Street, Kwai Chung N T, Hongkong Schedules & Notes to Accounts .................................. 43 SHARE DEPARTMENT Interest in Subsidiaries ................................................... 67 TSR Darashaw Ltd. Consolidated Accounts .................................................. 69 (formerly Tata Share Registry Limited) Unit : Titan Industries Ltd, Financial Statistics ............................................................. 93 6-10, Haji Moosa Patrawla Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Titan Industries is a TATA Enterprise in association with Tamilnadu Industrial Development Corporation www.reportjunction.com TITAN INDUSTRIES Titan Industries Limited Notice The Twenty-fifth Annual General Meeting of TITAN INDUSTRIES LIMITED will be held at the Registered Office of the Company, at 3 SIPCOT Industrial Complex, Hosur 635 126, on Monday July 27, 2009 at 2.30 p.m. to transact the following business: 1) To receive and adopt the Director Report and Audited Profit and Loss Account for the year ended March 31, 2009 and the Balance Sheet as at that date together with the report of the Auditors thereon. 2) To declare dividend on Equity Shares. 3) To appoint a Director in place of Mr. Ishaat Hussain who retires by rotation and is eligible for re-appointment. 4) To appoint a Director in place of Mr. Nihal Kaviratne, CBE who retires by rotation and is eligible for re-appointment. 5) To appoint a Director in place of Ms. Vinita Bali who retires by rotation and is eligible for re-appointment. 6) To appoint a Director in the place of Mr. V Parthasarathy who was appointed as a Director by the Board of Directors in the casual vacancy caused by the resignation of Mr. S. Susai, with effect from October 20, 2008 and whose term is up to the date of this Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 118 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing his candidature for the office of Director. 7) To appoint a Director in the place of Mrs. Hema Ravichandar who was appointed as an Additional Director by the Board of Directors with effect from March 30, 2009 and who holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956 read with Article 117 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing her candidature for the office of Director. 8) To appoint a Director in the place of Mr. R. Poornalingam who was appointed as an Additional Director by the Board of Directors with effect from March 30, 2009 and who holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956 read with Article 117 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing his candidature for the office of Director. 9) To appoint a Director in the place of Mrs. Anita Praveen who was appointed as an Additional Director by the Board of Directors with effect from June 1, 2009 and whose term is up to the date of this Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 118 of the Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a shareholder proposing her candidature for the office of Director. 10) To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED that M/s. Deloitte Haskins & Sells be and hereby are appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting, to audit the Accounts of the Company for the financial year 2009-10, including audit of Cash Flow Statements, on a remuneration to be mutually decided upon between the Board of Directors of the Company and the Statutory Auditors.” Notes: a) The relative explanatory statement pursuant to Section 173 of the Companies Act, 1956, in respect of business under item nos. 6, 7, 8, 9 & 10 above are annexed hereto. b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING. A PROXY MAY NOT VOTE EXCEPT ON A POLL. c) Members are requested to inform the Company’s Registrars and Share Transfer Agents viz., TSR Darashaw Ltd. (formerly Tata Share Registry Ltd.), regarding changes, if any, in their registered addresses along with the PIN code number. d) The Register of Members and the Transfer Books of the Company, (applicable for shares held in physical form) will be closed from Tuesday, July 14, 2009 up to Monday, July 27, 2009, both days inclusive. e) Members may please note that pursuant to Section 205C of the Companies Act, 1956 all unclaimed/unpaid dividends up to the financial year ended March 31, 2001, have been transferred to the Investor Education and Protection Fund, as required by statute. Members may please note that pursuant to Section 205C of the Companies (Amendment) Act, 1999, the dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company will be transferred to the Investor Education and Protection Fund set up by the Government of India and no payments shall be made in respect of any such claims. 2 www.reportjunction.com Twenty-fifth annual report 2008-09 f) The dividend on equity shares as recommended by the Directors, if declared at the Annual General Meeting, will be paid within the statutory period of 30 days to those members whose name appear on the Register of Members of the Company as on July 27, 2009, except those held in electronic form. In respect of shares held in electronic form, dividend will be paid to the beneficial holders as per the beneficiary list as on July 14, 2009, provided by the National Securities and Depository Limited and Central Depository Services (India) Limited. g) As per the provisions of the amended Companies Act, 1956, the facility for making nominations is available to the shareholders in respect of the equity shares held by them. Nomination forms can be obtained from the Company’s Registrars and Share Transfer Agents, viz. TSR Darashaw Limited (formerly Tata Share Registry Ltd). A specimen nomination form (Form 2B) is attached to this Annual Report for use by the Shareholders. h) The equity shares of the Company are listed at the following Stock Exchanges in India: Bombay Stock Exchange Ltd., 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 **The Madras Stock Exchange Ltd., (Regional Stock Exchange) Exchange Building, 11 Second Line Beach, P.O. Box No. 183, Chennai 600 001 National Stock Exchange of India Ltd, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 ** The Company has paid the annual listing fees to each of the above Stock Exchanges for the financial year 2009-10 except Madras Stock Exchange Ltd, as consent for delisting is expected shortly. i) Members are requested to intimate to the Company, queries if any, regarding the accounts/notices at least 10 days before the Annual General Meeting to enable the management to keep the information ready at the meeting. The queries may be addressed to: The Company Secretary, Titan Industries Limited, Golden Enclave, Tower-A, Airport Road, Bangalore 560 017. (Telephone: 080 – 6660 9610) Members are requested to bring their copies of Annual Reports to the Annual General Meeting. j) For the convenience of Members,