Annual Report 2002-2003 Tata-Yodogawa Limited
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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ANNUAL REPORT 2002-2003 TATA-YODOGAWA LIMITED www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net GROSS BLOCK I GROSS TURNOVER (Rupees in lakhs) | (Rupees in lakhs) • 7724 7741 7856 7995 6500- 1999-2000 2000-2001 2001-2002 2002-2003 1999-2000 2000-2001 2001-2002 2002-2003 PRODUCTION OF FINISHED ROLLS DESPATCH OF ROLLS (Tonnes) (Tonnes) 10374 1°??3 1999-2000 2000-2001 2001-2002 2002-2003 2000-2001 2001-2002 2002-2003 1999-2090 2000-2001 2001-2002 ,,1999-2000 2000-2001 '*S 1999-2000 2000-2001 2001-2802 2002-2003 1999-2000 2000-2001 2001-2002 2002-2003 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ANNUAL REPORT 2002-2003 Board of Directors (As on 16.05.2003) Mr. A. N. SINGH - Chairman Mr. R. P. TYAGI - Managing Director Dr. T. MUKHERJEE Mr. SHASHIS. PRASAD Mr. T. SUZUKI Dr.SUBIRCHOWDHURY Mr.VUAYK.MEHTA Mr. N. K. MISRA Management Team Mr. R. P. TYAGI Managing Director Mr. T. SUDHAKAR Executive Vice President (Operations & Projects) Mr. P. C. SRIVASTAVA Executive Vice President (Corporate Affairs & Strategy Planning) Mr. VUAY PAHWA Vice President (Marketing) Mr. P. HARHARAN General Manager (Finance & Accounts) Mr. B. K. SINGH General Manager (Operations) Lt. Col. (Retd.) B. S. BAKSHI Chief (Personnel & Industrial Relations) Mr. K. P. VERMA Chief (Scientific Services) Mr. G. VAIDYANATHAN Company Secretary Registered Office Registrars and Auditors Bankers TataAbdogawa Limited Transfer Agents S. B. Billimoria & Co. Bank of India XLRI New Administrative Building Tata Share Registry Limited XLRI Campus, Circuit House Area (East) Army & Navy Building Jamshedpur-831 001 148, M. G. Road Fort, Mumbai-400 001 Contents Notice 2 Chairman's Statement 5 Highlights 6 Directors'Report a, 7 Management Discussion and Analysis 10 Summarised Balance Sheet and Profit & Loss Account 11 Auditors'Report 12 Annexure to Auditors'Report 12 Balance Sheet 14 Profit and Loss Account 15 Cash How Statement 16 Schedules forming part of the Profit and Loss Account 17 Schedules forming part of the Balance Sheet 21 Significant Accounting Policies 27 Notes on the Balance Sheet and Profit & Loss Account 28 As a measure of Statement giving information pursuant to Part IV of economy, copies of the Schedule VI to the Companies Act, 1956 31 Annual Report will not Financial Statistics 32 b« awrfcrttd «t MM Annexure to Directors'Report 33 Shareholders are Report of the Directors on Corporate Governance 35 requested to bring th«lr Auditors'Certificate on Corporate Governance 38 eoptej to the mwang. Shareholders'Information 39 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net TATA-YODOGAWA LIMITED Notice THE THIRTY-FIFTH ANNUAL GENERAL MEETING OF 198, 349 and 350 of the Companies Act, 1956, be TATA-YODOGAWA LIMITED will be held at Centre for paid to and distributed amongst the Directors of the Excellence, Jubilee Road, Jamshedpur 831 001, on Wednesday, Company or some or any of them (other than the the 16th July, 2003, at 4.00 p.m., to transact the following Managing Director and the Whole-time Directors) in such business : amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors Ordinary Business and such payments shall be made in respect of profits 1. To receive and adopt the Directors' Report, the Audited of the Company for each year of the period of five years Balance Sheet as at 31st March, 2003, and the Audited commencing 1st April, 2002." Profit and Loss Account for the year ended on that date. 2. To declare dividend. NOTES : 3. To appoint a Director in place of Mr.Shashi S. Prasad who retires by rotation and, being eligible, offers himself 1. The relative Explanatory Statement, pursuant to Section for re-appointment. 173 of the Companies Act, 1956, in respect of the business under item nos. 6, 7 and 8 above and the relevant 4. To appoint a Director in place of Dr.Subir Chowdhury details in respect of item nos. 3, 4 and 6 above, pursuant who retires by rotation and, being eligible, offers himself to Clause 49 of the Listing Agreements are annexed for re-appointment. hereto. 5. To appoint Auditors and to fix their remuneration. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT Special Business THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND 6. To consider and, if thought fit, to pass with or without THE PROXY NEED NOT BE A MEMBER OF THE modification(s), the following resolution as an Ordinary COMPANY. Resolution : 3. The Register of Members and Share Transfer Books of "RESOLVED that Mr.Narendra Kumar Misra be and is the Company will remain closed from 20th June, 2003 hereby appointed a Director of the Company, liable to to 26th June, 2003, both days inclusive. retire by rotation." 4. Shareholders are hereby advised that while opening a 7. To consider and, if thought fit, to pass with or without depository account, they should give their bank account modification(s), the following resolution as a Special details. The bank mandate for shares held in physical Resolution : form will not be automatically applied for shares held "RESOLVED that pursuant to the provisions of Section in electronic form. 21 of the Companies Act, 1956, and subject to the 5. Members are requested to notify promptly their change approval of the Central Government, the name of the in address, if any, to Tata Share Registry Limited, Army Company be changed from Tata-Yodogawa Limited' to & Navy Building, 148, Mahatma Gandhi Road, Fort, 'TAYO ROLLS LIMITED'" Mumbai 400 001, specifying the new address in block "RESOLVED FURTHER that the name Tata-Yodogawa letters giving the correct PIN code number. Limited' wherever occurs in the Memorandum and Articles 6. All unclaimed dividends upto the financial year ended of Association of the Company be substituted by the 31st March, 1995, have been transferred to the General new name 'TAYO ROLLS LIMITED'. Revenue Account of the Central Government. Members 8. To consider and, if thought fit, to pass with or without who have not, encashed or received their dividend warrants modification(s), the following resolution as a Special for the financial years 1995-96 to 2001-2002 are requested to write to the Company or to the Company's Registrars Resolution : at the above address with relevant folio(s) for issuance "RESOLVED that pursuant to the provisions of Section of duplicate dividend warrants. The unclaimed dividend 309 and other applicable provisions, if any, of the for the year 1995-96 is due for transfer to Investor Companies Act, 1956, a sum not exceeding one per Education and Protection Fund in October, 2003, pursuant cent per annum of the net profits of the Company to the provisions of Section 205C of the Companies computed in accordance with the provisions of Sections Act, 1956. Registered Office : By Order of the Board XLRI New Administrative Building, XLRI Campus, Circuit House Area (East), Jamshedpur 831 001. G. VAIDYANATHAN 16th May, 2003 Company Secretary www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ANNUAL REPORT 2002-2003 ANNEXURE TO NOTICE EXPLANATORY STATEMENT Company also entered into a Technology Transfer Agreement with M/s.Union Electric Steel Corporation, USA, for finish As required by Section 173 of the Companies Act, 1956, the machining of forged rough-turned and hardened steel rolls explanatory statement sets out all material facts relating to the procured from their U.S. facilities. business mentioned in item nos. 6, 7 & 8 of the accompanying Notice dated 16th May, 2003. The Company was initially commissioned with Japanese technology and subsequently adapted itself with the newer technologies from Austria for cast rolls and from USA for Item No. 6 forged rolls. With varied product-mix it is more relevant for the Company to have a name which would identify itself as Mr. Narendra Kumar Misra was appointed as Additional Director a 'one stop-shop' for all category of rolls. Evenmore, the name effective 1st April, 2003. Pursuant to Section 260 of the TAYO has become synonymous with Tata-Yodogawa since Companies Act, 1956, and in accordance with Article 133 of inception of the Company and its products are being marketed the Articles of Association of the Company, Mr. Misra holds over the years under TAYO's brand. To cash on the brand office as Additional Director upto the date of the Annual General image developed over these years it would be prudent to change Meeting. The Company has received a notice, in writing, from the name of the Company which would reflect its brand image. a Member proposing Mr. Misra to the office of Director. Accordingly, it is proposed to appoint Mr. Misra as Director, The Registrar of Companies, Jharkhand, Patna, vide letter whose term of office will be determined by retirement by No.9356/STAT/94/A/2003-04/37/59 dated 10th April, rotation. Mr. Misra is a Science Graduate from Lucknow 2003, has intimated the Company about the availability of the University and a Chartered Accountant having more than 20 new name i.e. TAYO ROLLS LIMITED. years experience in the industry. Mr. Misra joined Tata Steel at its Collieries Division, Jamadoba, in 1981 and was later The Board commends the resolution for approval of the deputed to its associate Company Kumardhubi Metal Casting members. and Engineering Limited in 1984, where he worked as CFO None of the Directors is concerned or interested in the business for 4 years from 1989-1993. After his return to Tata Steel under item no.7 of the Notice.