Titflgflrh INDUSTRIES LIMITED
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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 23rd Annual Report 2005-2006 TITflGflRH INDUSTRIES LIMITED www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TITHGdRH INDUSTRIES LIMITED" T5L BOARD OF DIRECTORS J. P. CHOWDHARY Chairman & Managing Director N. K. BARAT K. S. B. SANYAL COMPANY SECRETARY DIPANKAR GANGULY AUDITORS Salarpuria & Partners SHARE TRANSFER AGENT MCS Ltd. 77/2A, Hazra Road Kolkata-700 029 BANKERS State Bank of Bikaner and Jaipur State Bank of Hyderabad REGISTERED OFFICE 113, Park Street Kolkata-700 016 WORKS 1, Abdul Quddus Road Titagarh-743 188 Dist. 24 Parganas (N) West Bengal www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TITflGflRH INDUSTRIES LIMITED NOTICE the Hon'ble High Court at Calcutta) bearing interest at such rate, as may be decided by the Board of Directors from time Notice is hereby given that the 23rd Annual General Meeting of to time, for meeting their day to day requirements. the Members of TITAGARH INDUSTRIES LIMITED will be held on RESOL VED FURTHER THA T the total in vestments made by Friday, the 15th day of September, 2006 at 10.00 a.m. at 'Shripati the Company in acquiring the shares and/or loans provided till Singhania Hall', Rotary Sadan, 94/2, Chowringhee Road, Kolkata 31st March 2006 as appearing in the Balance Sheet as on 31st 700 020 to transact the following business: March 2006 together with the above loans may exceed the ORDINARY BUSINESS: aggregate of sixty percent of the Company's paid up share capital and free reserves." 1. To consider and adopt the Audited Balance Sheet as at 31st March 2006 together with the Profits Loss Account for the year NOTES: ended on that date and the Reports of the Board of Directors and of the Auditors' thereon. 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO 2. To appoint a Director in place of Shri K.S.B.Sanyal, who retires ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY by rotation and being eligible, offers himself for re-appointment. NEED NOT BE MEMBER. PROXIES SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE 3. To appoint M/s. Salarpuria & Partners, Chartered Accountants COMPANY NOT LESS THAN 48 HOURS BEFORE THE as Auditors of the Company and to fix their remuneration. DATE OF THE ANNUAL GENERAL MEETING. SPECIAL BUSINESS: 2. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send To consider and if thought fit, to pass, with orwithoutmodification(s), a certified copy of the Board Resolution authorizing their the following resolutions as Special Resolutions'. representative to attend and vote on their behalf at the meeting. 4. "RESOLVED THAT subject to the approval of the Central 3. Explanatory Statement pursuant to Section 173 of the Government under Section 21 of the Companies Act, 1956 Companies Act, 1956 relating to the Special Business to be read with other applicable provisions, if any, the name of the transacted at the meeting is annexed hereto. Company be changed from 'Titagarh Industries Limited' to 'Titagarh Steels Limited' and accordingly the name 'Titagarh 4. Members are requested to advise, indicating their folio number, Industries Limited' wherever it occurs in the Memorandum and the change of their addresses, if any, to M/s MCS Limited, 777 Articles of Association of the Company be substituted by the 2A Hazra Road, Kolkata 700 029, the Registrar and Transfer name 'Titagarh Steels Limited'after compliance of all the legal Agent (RTA) of the Company or to their respective Depository formalities in this regard. Participants, as the case may be. 5. Members can avail of the Nomination facility by filing Form 2B RESOLVED FURTHER THAT the Board of Directors of the with the Company or its RTA. In case of shares held in demat Company including any Committee thereof be and is hereby form, the nomination has to be lodged with your Depository authorised to take all such steps and do all such things as may Participant. be required, necessary, expedient or desirable forgiving effect to this resolution". 6. The Register of Members of the Company will remain closed from Monday, the 11th day of September 2006 to Friday, the 5. "RESOLVED THAT in terms of Section 372A and other 15th day of September 2006 (both days inclusive) for the applicable provisions, if any, of the Companies Act, 1956, the purpose of Annual General Meeting. Board of Directors of the Company be and is hereby authorised 7. The document(s) referred to in the accompanying notice and to give advance and/or provide loans, from time to time, to the explanatory statement are open for inspection at the registered Company's erstwhile wholly owned subsidiaries, viz. Titagarh office of the Company on all working days between 12.00 noon Papers Limited and Bhatpara Papers Limited upto an amount to 2.00 p.m. upto the date of the Annual General Meeting. not exceeding Rs. 50,00,0007- (Rupees Fifty lacs) and Rs. 700,00,0007- (Rupees One hundred lacs) respectively, 8. Additional Information on re-appointment of Director (Item (apart from loans outstanding in their names as on 31st March No.2 of the Notice) pursuant to the provisions of the Listing 2006 and shares allotted to the Company pursuant to the Agreement is furnished in the statement on Corporate Scheme of Compromise and Arrangement as sanctioned by Governance published elsewhere in the report. Dated: The 31st day of July, 2006. By Order of the Board of Directors Registered Office: DIPANKAR GANGULY 113, Park Street, Kolkata 700 016 Company Secretary www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TITflGflRH INDUSTRIES LIMITED EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 IN RESPECT OF SPECIAL BUSINESS SET OUT IN THE NOTICE CONVENING 23rd ANNUAL GENERAL MEETING. ITEM NO. 4 ITEM N0.5 The Company was originally incorporated with the name Titagarh The Members are aware, by an Order dated the 1 st day of February Steels Limited on the 7th day of August 1981 vide Certificate of 2006, the Hon 'ble High Court, Calcutta has approved the Composite Incorporation issued by the Registrar of Companies, West Bengal. Scheme of Compromise and Arrangement between Titagarh In the year 1996, after the merger of the erstwhile "The Titaghur Industries Limited, Titagarh Papers Limited and Bhatpara Papers Papers Mills Company Limited", the name of the Company was Limited, their respective Shareholders, Creditors, Promoters and changed to Titagarh Industries Limited. As the Members are aware, Guarantors. In terms of the said Scheme, the Paper Division by an Order dated the 1st day of February 2006, the Hon 'ble High consisting of Titagarh Paper Mill No. 1 and Titagarh Paper Mill No. Court, Calcutta has approved the Composite Scheme of 2 have been transferred to Titagarh Papers Limited and Bhatpara Compromise and Arrangement between Titagarh Industries Limited, Papers Limited respectively with effect from the 'Appointed Date' Titagarh Papers Limited, Bhatpara Papers Limited and their i.e. 1'st day of January 2005. Further, pursuant to the provisions of respective Shareholders, Creditors, Promoters and Guarantors. the Scheme, 48,83,000 equity shares of Rs. 10/- each fully paid The Scheme as approved by the Hon'ble High Court, provides inter up, aggregating to Rs. 4,88,30,000/- have been allotted by Titagarh alia for re-organization and segregation by way of slump sale and Papers Limited in the name of your Company. demerger of the Paper Divisions and the Company will continue with its core business, i.e. the Steel Business. With the objective of giving The loans and investments made by your Company in these two Companies along with its other investments exceed the aggregate distinct and greater focus to the operation of the Company Under of sixty percent of the Company's paid up share capital and free the changed scenario, it is proposed to adopt the name, with which reserves, after giving effect to the Scheme. Further, your Company the Company was originally incorporated. may be required to give loans/advances to these two Companies The proposal of the Company for change of Name has got the for meeting their day to day expenses, under the provisions of No-Objection of the Registrar of Companies, West Bengal. For Section 372A of the Companies Act, 1956. As such, your approval giving effect to the change, the proposal requires consent of the is sought for providing loans/advances to these two companies. Members of the Company by way of Special Resolution, besides The Board recommends the resolution for your approval. approval of the Government of India in terms of the Provisions of the Companies Act 1956. All the Directors of your Company are also the Directors of these two companies, and as such, may be deemed to be interested and/ The Board recommends the resolution for your approval. or concerned in the above resolution. None of the Directors of the Company is concerned or interested in the above resolution, save and except as members of the Company, as the case may be. Dated: The 31st day of July, 2006. By Order of the Board of Directors Registered Office: DIPANKAR GANGULY 113, Park Street, Kolkata 700 016 Company Secretary www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net INDUSTRIES LIMITED DIRECTORS' REPORT to two separate companies and now your company operates only in its core activity, i.e. engineering business. The major products DEAR SHAREHOLDERS, of your Company are used in Railway Wagons. Due to overall growth in infrastructure, the demand for wagons have increased Your Directors are pleased to submit the 23rd Annual Report and substantially, which ultimately lead to higher demand for the Audited Accounts of the Company for the year ended the 31st products manufactured by your company.