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23rd Annual Report 2005-2006
TITflGflRH INDUSTRIES LIMITED
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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
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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
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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
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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. March 2006. CHANGE OF NAME OF THE COMPANY WORKING RESULTS The working for the year ended 31 st March 2006 shows a net profit The Members are aware that your Company was originally of Rs. 11 lacs as against the loss of Rs. 230 lacs incurred in the incorporated with the name 'Titagarh Steels Limited' on the 7th day previous year. of August 1981 and in the year 1996, after merger of the erstwhile "The Titaghur Papers Mills Company Limited", your Company had DIVIDEND changed its name to Titagarh Industries Limited.' Due to inadequacy of profit, your Directors regret their inability to As stated earlier, subsequent to giving effect to the aforesaid recommend any dividend for the year under review. Scheme, your Company will continue with its core business, i.e. the SCHEME OF ARRANGEMENT engineering business. With the objective of giving distinct and greater focus to the operation of the Company in the changed The Report of the Board of Directors of your Company for the year scenario, it is proposed to adopt that name, with which, your ended March 31,2005 mentioned about the Composite Scheme of Company was originally incorporated, established and achieved Arrangement for restructuring the operations of the Company by the reputation. way of transferring the Paper Division consisting of the two Paper Mills into two separate Companies. In response to the application made by your Company, the Office of the Registrar of Companies, West Bengal has conveyed its 'No- Your Directors are glad to inform you that the Composite Scheme Objection' for conversion of the name of the Company from of Compromise and Arrangement between Titagarh Industries Titagarh Industries Limited' to Titagarh Steels Limited' subject to Limited, Titagarh Papers Limited, Bhatpara Papers Limited, their compliance with the relevant statutory requirements in this regard. respective Shareholders, Secured Creditors, Promoters and Guarantors, (Scheme) as approved by the Members of the Your Directors, at their meeting held on the 31st day of July 2006 Company at the Extra Ordinary General Meeting held on has taken this 'No-Objection' of the Registrar of Companies on 22nd December 2005, got the confirmation of the Hon'ble High record and necessary resolution for approval of the Members of Court at Calcutta by Order dated the 1 st day of February, 2006. The the Company is appended in the Notice convening the ensuing certified copy of this Order was made available on the 17th day of Annual General Mealing. March 2006 and the same was filed with the Office of the DIRECTORS' RESPONSIBILITY STATEMENT Registrar of Companies, West Bengal on the 22nd day of March 2006 in compliance with the provisions of the Companies As required by Sub-Section (2AA) of Section 217 of the Companies Act, 1956. Act, 1956, the Directors confirm: Pursuant to the provisions of the Scheme, Titagarh Paper Mill No.1 a. that in the preparation of the annual accounts, the applicable and Titagarh Paper Mill No.2 have been transferred to Titagarh accounting standards had been followed; Papers Limited and Bhatpara Papers Limited, respectively with effect from the appointed date, i.e. the 1 st day of January, 2005 and b. that the Directors had selected such accounting policies and your Company is left with the residual Steel Division, being the core applied them consistently and made judgments and estimates business of your Company. In consideration of the transfer of the that are reasonable and prudent so as to give a true and fair Paper Mills, the transferee companies, namely Titagarh Papers view of the state of affairs of the Company at the end of the Limited and Bhatpara Papers Limited have since allotted equity financial year ended March 31, 2006 and of the profit of the shares to Titagarh Industries Limited and the Members of Titagarh Company for that year; Industries Limited, respectively as per the relevant terms of the c. that the Directors had taken proper and sufficient care for the Scheme. maintenance of adequate accounting records in accordance Further, the issued, subscribed and paid up equity share capital with the provisions of the Companies Act, 1956 for safeguarding of your Company have been reduced and reorganized from the assets of the Company and for preventing and detecting Rs.12,33,79,860/- divided into 1,23,37,986 equity shares of fraud and other irregularities; Rs. 10/- each fully paid up to Rs. 8,63,65,900/- divided into 86,36,590 d. that the accounts have been prepared on a going concern equity shares of Rs.10/- each, fully paid up. This apart, your basis. Company has allotted 45,73,771 equity shares of Rs.10/- each, fully paid up in the name of Asset Reconstruction Company (India) DIRECTORS Limited, as part repayment of the allocated liabilities in terms of the provisions of the Scheme. Taking together, the revised capital base Your Directors record with deep regret the sudden demise of Shri of your Company stands at Rs.13,21,03,6107- divided into Amiya Gooptu, Director of the Company on 19th January 2006. The 1,32,10,361 equity shares of Rs.10/- each, fully paid up. Directors take this opportunity to place on record their sincere appreciation for the valuable guidance and assistance rendered by FUTURE PROSPECTS Shri Amiya Gooptu during his long tenure as a Director of the As a result of the Scheme, the Paper Division have been transferred Company.
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TITdGdRH INDUSTRIES LIMITED
In accordance with the provisions of the Companies Act, 1956 read Bombay Stock Exchanges and the Company has already paid the with Article 119 of the Articles of Association of the Company, Shri listing Fees to these Stock Exchanges for the current year. K S B Sanyal, Director of the Company will retire by rotation, and is eligible for re-appqintment. For the purpose of giving effect to the Scheme with regard to issue of shares after reduction and reorganization of capital, the trading AUDITORS' REPORT of the shares of your Company was kept in abeyance by the Bombay Stock Exchange Limited with effect from the 28th day of The observation made in the Auditors Report read with the relevant March, 2006. This was followed by suspension of ISIN notes thereon are self-explanatory and hence do not call for any (INE824A01015) of the equity shares of your Company by National further comments under Section 217 of the Companies Act, 1956. Securities Depository Limited effective from 8th April 2006. Your Company issued the fresh shares on 17th day of April 2006 on the AUDITORS basis of the 'Record Date' of 7th April 2006 and applied for listing thereof before the Bombay Stock Exchange, in response to which, M/s. Salarpuria & Partners, Chartered Accountants, yourCompany's it has received 'in-principle' approval for listing of 8636590 equity Auditors retire at the conclusion of the ensuing Annual General shares of Rs.10/- each, fully paid up, allotted to the existing Meeting. They have signified their willingness to accept shareholders in lieu of their respective holding of shares prior to the re-appointment and further confirmed their eligibility pursuant to reduction and reorganization of Share capital in the Company. On Section 224(18) of the Companies Act, 1956. receipt of this approval, steps are being taken for despatch of share certificates/credit of shares in demat form to the shareholders who COST AUDITOR hold the shares in physical and electronic form, respectively and In terms of the Notification of the Government of India, the Steel resumption of trading of the shares in the Bombay Stock Exchange. Casting Operation of your Company is covered under Cost Audit. REPORT ON CORPORATE GOVERNANCE M/s. D Radhakrishnan & Co. Cost Auditors, of your Company will submit his Report on Cost Audit in compliance with the provisions As per Clause 49 of the Listing Agreement with Stock Exchanges, of the Companies Act, 1956. a separate section on Corporate Governance together with Certificate from the Company's Auditors confirming compliance on PARTICULARS OF EMPLOYEES the part of your Company of Corporate Governance is annexed The Company does not have any employee employed either for the hereto and forms part of this Report. The Management Analysis and whole year or the part thereof, whose particulars are required to be Discussion Report also forms a part of the Directors' Report. disclosed under Section 217(2A) of the Companies Act, 1956 read ACKNOWLEDGEMENT with the Companies (Particulars of Employees) Rules, 1975, as amended. Your Directors wish to place on record their gratitude to the DISCLOSURE OF PARTICULARS Departments and Undertakings of the Central and State Governments, Financial Institutions and Banks for their valuable The information required under Section 217(1 )(e) of the Companies co-operation and continued assistance and also the support Act, 1956 read with the Companies (Disclosure of Particulars in the extended by the Shareholders, Customers and Vendors, which Report of the Board of Directors) Rules, 1988 is given in Annexure has always been a source of strength for your Company. Further, A, forming part of this Report. your Directors acknowledge their sincere appreciation for continued LISTING INFORMATION good performance, which would not have been possible without the understanding, support and contribution of the management and The equity shares of your Company are listed at Calcutta and employees at all levels.
For and on behalf of the Board of Director 113, Park Street, Kolkata 700 016 J. P. CHOWDHARY The 31st day of July 2006 Chairman & Managing Director
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TITflGflRH INDUSTRIES LIMITED
d) Total energy consumption and energy consumption ANNEXURE "A" per unit of production: TO THE DIRECTORS' REPORT Current Previous Year Year Statement in accordance with Section 217(1) (e) of the I. Power & Fuel Consumption Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 1. Electricity and forming part of the Directors' Report for the year ended 31st a) Purchased March 2006. Units KWH (in thousands) 10,135.0,135.5 10,399 Total Amount (Rs. in lacs) 469.48 484.51 A. CONSERVATION OF ENERGY: Rate/Unit (in Rs.) 4.63 4.66 a) Energy Conservation measures taken: 2. Furnace Oil/LDO • Changing over from Light Diesel Oil to comparatively Quantity (in KL) 297.3 832.00 cheap Low Viscosity Furnace Oil. Total Amount (Rs. in lacs) 83.8 164.10 Average Rate/Litre (in Rs.) 28.198 19.72
• Replacement of old motors by new energy efficient LVFO motors; Quantity (in KL) 600 • Changing over from using overhead cranes to roller Total Amount (Rs. In lacs) 152.6 conveyor for shifting of moulds. Average Rate/Liter (in Rs.) 25.43 11, Consumption per unit of Production • Remote operational controls for overhead cranes; Electricity (in KWH) per ton of foundry castings 1377 1413 • Installation of automatic control in HT Furnace to Furnace Oil (in litre) per ton reduce oil consumption. of castings • Using Oxygen to assist melting in order to reduce LDO 40 113 melting time. LVFO 82 — • Reducing Power Consumption by adopting B. TECHNOLOGY ABSORPTION: appropriate melting schedule. e) Efforts made in technology absorption: • Reducing power consumption per MT of liquid metal Research & Development (Ft&D) by using appropriate current & voltage of transformer. 1. Specific areas in which R&D carried out by the b) Additional Investments and Proposals, if any, being Company: implemented for reduction of consumption of energy: • Special type of Bogies for Sudan Railways had been designed & developed. I. Compressors Delivery of entire Ordered quantity had been completed • Improved air intake system; in 2005. • Bogies for NTPC has been developed and delivery of • Improvement in cooling water system by soft ordered quantity is expected to be completed in 2006. water from ponds in compressor. • The manufacturing process parameters have been • Installation of Air Flow Meters in compressed air developed and standardized for Hadfield Manganese network. Steel Crossing Castings which are in effect import substitution items. II. Installation of High Tension and Low Tension capacitor systems being implemented. • Bogies for Flat Type Concor Wagon had been developed and delivered in 2005. III. Change over from LDO to cheaper LVFO. 2. Benefits derived as a result of the above R&O: c) Impact of measures (a) and (b) above for reduction • Lloyd's prestige Certificate has been revalidated of energy consumption and consequent impact on up to 2007. the cost of production of goods: • Transition of quality system from ISO 9002, 1994 • Stability in the process; version to ISO - 9001, 2000 version have been achieved and the certificate has been revalidated up • Reduction of consumption of eletricity per ton of to 2007. Casting; • RDSO's Class "A" fdy. Status has been granted and • Improvement in quality & productivity revalidated up to 2008.
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3. Future Plan of action: 2. Benefits derived as a consequence of the above efforts: • The Company has initiated negotiation with one of the reputed overseas Company for innovative design a) Development of new products relating to production of 25 T and 32 T per axle heavy b) Improvement of Quality Standards duty Bogie. c) Cost Reduction d) Introduction of newer production methods. 4. Expenditure on R&D: C. FOREIGN EXCHANGE EARNING AND OUTGO: • Your Company's R&D programme and its execution is a part of improvement at various stages of production a) Activities relating to export, initiatives taken to comprising integral part of product quality improvement increase exports, development of new export and substituting efficient alternative materials in import markets for products and services and export plans: substitution for new processes. Initiative has been taken to increase export, development Technology absorption, adaptation and innovation: of new export markets for products of the Company. b) Total foreign exchange used and earned: 1. Efforts in brief towards technology absorption, adaptation and innovation: (Rs. in lacs) Your Company's R&D efforts have been in step with Earned various innovations and improvements in the field of Used technology development applied to the Company's products. This has resulted in the introduction of new materials methods and production of items at competitive For and on behalf of the Board prices, including changing of high volume production, Kolkata J. P. CHOWDHARY heat treatment from three stages to two stages system. The 31st day of July, 2006. Chairman & Managing Director
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
(a) Industry Structure and Developments (f) Internal Control Systems and their adequacy The Engineering Industry, to which your Company belongs, is The Company has adequate internal control system to take one of the key sectors in the economic for industrial development care of its operation and in the opinion of the Board of Directors; of the country. Retaining the high quality, backed by ISO 9002 it is commensurate with the nature and size of business of the accreditation by RWTUV, Germany and most economical Company. The Internal Auditor of the Company is regularly utilization of resources are considered to be favorable factors carrying out auditing in all the Key areas of the Operations. for the performance of the Company in future. Additionally the Audit Committee is reviewing all Audit Plans and Reports with significant control issues raised by internal (b) Opportunities and Threats and external audit. Regular Reports on the Business The performance of your Company has a direct relationship Development of the past and future plans are given to the with the specific sectorial development i.e. goods traffic Board of Directors. Internal Audit Reports are regularly of the Indian railway. The market has witnessed positive circulated for perusal of senior Management and issuance of growth, which is correlated with the performance of the appropriate directives to comply with the findings. Company. (g) Discussion on financial performance with respect to operational performance (c) Segment-wise or Product wise performance The operation of the Company has been improved due to The Company is operating in a single product segment, viz. increase in production and sales. The upward pressure on Steel Casting. inputs is having an adverse impact upon the financial (d) Outlook performance of the Company. However, the Company has already started cost reduction, to bring down the expenses to In view of the present railway traffic position, it is expected that the extent possible. the market for railway wagons will have positive growth which if happens, will help the Company to improve its performance (h) Material developments in Human Resources/Industrial to a great extent. Relations front, including number of people employed The Company values continuous training and development of (e) Risks and Concerns the human resources with the objective of promoting a The performance of your Company is closely linked up with the professional and productive culture. The Company is quantum of order for railway wagons released by the Indian maintaining good employee relations and no man-days are Railways. Any major dispersion in the procurement programme lost during the year due to employee's unrest. The Company of the Government will have an impact on the performance of has 251 employees (including Retainers and Trainees) as on the Company. 31st March 2006.
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c) Remuneration of Directors, sitting fees, salary, REPORT ON CORPORATE perquisites & Commissions:
GOVERNANCE Name of the Sitting Fees Salaries & Perquisites (Pursuant to Clause 49,of the Listing Agreement) Directors (Rs.) (Rs.) 1. COMPANY'S PHILOSOPHY ON CORPORATE Shri JPChowdhary - 18,57,600/- GOVERNANCE Prof. NKBarat 74.000/- - Your Company believes in providing highest transparency and Shri AmiyaGooptu 18,000V- - ethical value in Corporate Governance. The philosophy of the Shri K S B Sanyal 68,0007- - Company is focused upon a rich legacy of fair, ethical and d) Disclosure regarding re-appointment of Directors transparent governance practices. The Company is conscious of its responsibility as a good corporate citizen and is committed Shri K.S.B. Sanyal, aged about 73 years, is one of the senior to high standard of Corporate Governance practices. The most members of the Board of Directors of the Company company fully realizes the rights of its shareholders to information since 1993. His wide knowledge, experience, valuable on the performance of the Company and considers itself a opinions and suggestions have been extremely useful to the Company and his participation at the Board Meetings has trustee of its shareholders. The Company is in full compliance been greatly beneficial to the Company. Apart from Titagarh with the requirements under clause 49 of the Listing Agreement Industries Limited, he is also on the Board of IFGL Refractories with the Stock Exchanges. Limited, Phillips Carbon Black Limited, Titagarh Papers 2. BOARD OF DIRECTORS Limited & Bhatpara Papers Limited. a) Composition of Board 3. AUDIT COMMITTEE The Board of Directors of the Company consists of 3 (three) The terms of reference of the Audit Committee formed by the Directors. The composition (as on 31st July 2006) and Board of Directors are as contained in Clause 49 of the Listing category of Directors are as under: Agreement and Section 292A of the Companies Act 1956. During the year 2005-06, the Committee had four meetings held on 7th July 2005, 31st July 2005, 29th October 2005 and 31st Name of the Directors Category January 2006. Shri J P Chowdhary, Promoter/ Attendance of each member at the Audit Committee Chairman & Managing Director Executive Director Meetings : Prof. N K Barat Independent/ Name of the No. of No. of Non-Executive Director Directors Meetings held Meetings Attended Shri K S B Sanyal Independent/ Prof. N K Barat (Chairman) 4 4 Non-Executive Director Shri K S B Sanyal 4 4
b) Attendance of each Director at the Board Meetings, at Shri AmiyaGooptu # 4 3 the last Annual General Meeting and Number of other Directorship & Chairmanship/Membership of ShriJPChowdhury U 4 1 Committee of Directors in various Companies: # Since deceased on 19th January 2006. ## Appointed as member w.e.f. 31.01.2006 Nine Board Meetings were held during the year 2005-06. The dates on which the meetings, were held are 19th May 2005, 4. REMUNERATION COMMITTEE 7th July 2005, 31st July 2005, 1st October 2005, 29th The Company has constituted Remuneration Committee in the October 2005, 19th November 2005, 31st January 2006, year 2005-06. The members of this Committee are Shri J. P. 2nd February 2006, and 22nd March 2006. The attendance Chowdhary, Prof. N K Barat and Shri K S B Sanyal. No Meeting records of all Directors are as under: was held during the year.
Name of the Attendance No. of other Directorship & Com- 5. SHAREHOLDERSYINVESTORS'GRIEVANCE COMMITTEE Directors Particulars mittee Membership/Chairmanship The Company is having this Committee of Directors since 1983, Board AGM Director Committee Chairman- which has been subsequently renamed in terms of Corporate •ships Memberships ships Governance Code. The Committee meets twice in a month on regular basis and deals with matters relating to shareholders/ Shri JPChowdhary 7 Yes 6 - - investors grievances, viz. transfer/transmission of shares, Prof. NKBarat 9 Yes 3 - - consolidation, sub-division, non-receipt of dividend, etc. The Shri AmiyaGooptu* 6 Yes 5 - — composition of this Committee and Compliance Officer of the Company are as under: Shri KSBSanyal 8 Yes 4 4 - Name of the Directors Name of the Compliance Officer Ceased to be a Director on 19th January 2006. (Deceased) Prof. NK Barat (Chairman) ShriJPChowdhary Dipankar Ganguly- Company Secretary Shri KSBSanyal
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