TITAN INDUSTRIES 19 Annual Report 2002 - 2003 Titan The most respected Consumer Durables Company Titan Edge Best Indian Lifestyle Product Design r TITAN INDUSTRIES Nineteenth annual report 2002-2003 Board of Directors K Skandan (Chairman) Bhaskar Bhat ( Managing Director) J J Bhabha (upto 24 July 2003) N N Tata (from 7 August 2003) Arun Ramanathan Farrokh Kavarana Ishaat Hussain T K Balaji A C Mukherji Rama Bijapurkar C G Krishnadas Nair R Vijaykumar Company Secretary Usha lyengar Auditors A F Ferguson & Co. (Chartered Accountants) Contents Bankers Notice 2 Canara Bank Bank of Baroda Directors' Report 6 Bank of America Financial Statistics 14 Hongkong Bank Management Discussion & Analysis 15 Standard Chartered Bank Corporate Governance Report 20 Registered Office Auditors' Report 31 3, SIPCOT Industrial Complex Balance Sheet 34 Hosur635126 Profit & Loss Account 35 Share Department Schedules & Notes to Accounts 43 Tata Share Registry Limited Consolidated Accounts 55 Unit:Titan Industries Limited Army & Navy Building Interest in Subsidiaries 76 148, Mahatma Gandhi Road Accounts of Subsidiary Companies 77 Mumbai 400 001 Titan Industries is a TATA Enterprise in association with the Tamil Nadu Industrial Development Corporation TITAN INDUSTRIES Nineteenth annual report 2002-2003 Titan Industries Limited Notice The Nineteenth 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 Friday, September 12, 2003 at 3.30 p.m. to transact the following business: 1. To receive and adopt the Director's Report and Audited Profit and Loss Account for the year ended 31st March 2003 and the Balance Sheet as at that date together with the report of the Auditors thereon. 2. To declare a dividend on Equity Shares. 3. To approve the declaration and payment of interim dividend as final dividend on preference shares. 4. To appoint Directors in place of Mr. Ishaat Hussain, Mr. F. K. Kavarana and Mrs Rama Bijapurkar who retire by rotation and are eligible for re-appointment. 5. To appoint a Director in the place of Mr. K. Skandan who was appointed as an Additional Director by the Board of Directors with effect from 30th October, 2002. Mr. Skandan holds office upto 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, but 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. 6. To appoint a Director in the place of Mr. N N Tata who was appointed as an Additional Director by the Board of Directors with effect from 7th August, 2003 and who holds office upto 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, but 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 consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: "RESOLVED that M/s. A. F. Ferguson & Co. be and hereby re-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 2003-04, including audit of Cash Flow Statements, on a remuneration of Rs. 22,00,0007- plus service tax, out of pocket, travelling and living expenses." Notes: a) The relative explanatory statement pursuant to Section 173 of the Companies Act, 1956, in respect of business under item nos. 5,6 & 7 above is 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. A PROXY MAY NOT VOTE EXCEPT ON A POLL c) Members are requested to inform the Company's Registrars and Share Transfer Agents viz., Tata Share Registry Limited, 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 will be closed from Friday, 29 August 2003 upto Friday, 12 September 2003 both days inclusive. e) Members may please note that pursuant to Section 205 of the Companies Act, 1956 all unclaimed / unpaid dividends upto the financial year ended 31st March 1995, have been transferred to the General Revenue Account of the Central Government. Members may please note that in view of the amendment to Section 205A of the Companies Act, 1956 and introduction of Section 205C by 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. f) Members are requested to write to the following address seeking any clarification in respect of unclaimed or unpaid dividend and other related matters: Office of Registrar of Companies Coimbatore Stock Exchange Building, 683-686, Trichy Road, Singanallur, Coimbatore 641 005 [Telephone No.: 0422-319640] g) The dividend on equity shares, if declared, at the Annual General Meeting, will be payable within the statutory period of 30 days to the members whose name appear on the Register of Members of the Company as on 12th September 2003. h) As per the provisions of the amended Companies Act, 1956, the facility for making nominations is now 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. Tata Share Registry Limited. i) The equity shares of the Company are listed at the following Stock Exchanges in India: The Stock Exchange, Mumbai The Madras Stock Exchange Ltd. Phiroze Jeejeebhoy Towers (Regional Stock Exchange) Dalai Street Exchange Building Mumbai 400 001 11 Second Line Beach P.O. Box No. 183, Chennai 600 001 j) The Company has paid the annual listing fees to each of the above Stock Exchanges for the financial year 2003-04. k) 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. I) For the convenience of Members, the Company will provide a coach service from Bangalore on the day of the Meeting. The coaches will leave for Hosur at 2 p.m. from Golden Palm Station (Old BRV Theatre), Cubbon Road, Bangalore, and will bring the Members back to Bangalore after the Meeting. BY ORDER OF THE BOARD OF DIRECTORS, Usha lyengar Company Secretary Registered Office: 3, SIPCOT Industrial Complex Hosur 635 126 7 August 2003 TITAN INDUSTRIES Nineteenth annual report 2002-2003 Titan Industries Limited Annexure to Notice As required by Section 173 of the Companies Act, 1956, the following explanatory statement sets out all material facts relating to the business mentioned under item Nos. 5,6 and 7 of the accompanying Notice dated 7 August 2003. Item No. 5: Mr. K. Skandan was appointed as an Additional Director of the Company at the Board Meeting held on 30th October, 2002 as a nominee of TIDCO. In terms of Sec 260 of the Companies Act, 1956, Mr. K. Skandan holds office as a Director till the date of ensuing Annual General Meeting of the Company but is eligible for appointment. Notice in writing has been received from a Shareholder of the Company signifying their intention proposing Mr. K. Skandan as a candidate for the office of Director. The Board considers it desirable that the Company continues to avail the services of Mr. K. Skandan and accordingly the Directors recommend that he be appointed as a Director of the Company. Mr. K. Skandan, IAS is Secretary to Government of TamilNadu, Industries Department. Other than Mr. K. Skandan, none of the other Directors, are in any way, concerned or interested in this resolution. Item No. 6: Mr. N. N. Tata was appointed as an Additional Director of the Company by the Board of Directors with effect from 7th August, 2003. In terms of Sec 260 of the Companies Act, 1956, Mr. N. N. Tata holds office as a Director till the date of the ensuing Annual General Meeting of the Company, but is eligible for appointment. Notice in writing has been received from a Shareholder of the Company signifying their intention in proposing Mr. N. N. Tata as a candidate for the office of Director. Mr. N. N.Tata, is a graduate of Sussex University (UK) and has good knowledge and experience in sales and marketing and possesses expertise in retailing business. He was appointed a Director of Trent Ltd. in December 1997 and is presently the Managing Director since 1999. Prior to his joining Trent, he was associated with Nestle, UK as a Product Manager and with Tata International Ltd. as a Senior General Manager. The Board considers it desirable that the Company continues to avail the services of Mr. N. N.Tata and accordingly the Directors recommend that he be appointed as a Director of the Company.