Mahindra Ugine Steel Company Limited
Total Page：16
File Type：pdf, Size：1020Kb
cmyk MAHINDRA UGINE STEEL COMPANY LIMITED 45th Annual Report 2007-2008 cmyk MAHINDRA UGINEANNUAL STEEL COMPANYREPORT 2007-2008 LIMITED BOARD OF DIRECTORS Keshub Mahindra — Chairman BANKERS State Bank of India Anand G. Mahindra — Vice Chairman Dena Bank Bank of Baroda K. V. Ramarathnam — Managing Director Bank of India ING Vysya Bank Ltd. Deepak Dheer — Executive Director Standard Chartered Bank DBS Bank Ltd. Dr. Homi N. Sethna Yes Bank Ltd. IDBI Bank Ltd. M. R. Ramachandran AUDITORS R. R. Krishnan M/s. A. F. Ferguson & Co. SOLICITORS Hemant Luthra M/s. Khaitan & Co. Rajeev Dubey REGISTERED OFFICE 74, Ganesh Apartment, S. Ravi Opp. Sitaladevi Temple, L.J. Road, Mahim, K.B.Saha (nominee of LIC) Mumbai - 400016. Tel. No. : 022-24444287 Telefax : 022-24458196 website: www.muscoindia.com EXECUTIVE VICE PRESIDENT – FINANCE & MIS E-mail: [email protected] [email protected] R. Sundaresan WORKS COMPANY SECRETARY Steel: Jagdishnagar, Khopoli - 410 216, Ajay Kadhao District Raigad, Maharashtra Tel. No. : 02192-263318/347 Fax No. : 02192-263073/6 Stampings : 1. 371, Takwe Road, At & Post: Kanhe, CONTENTS PAGE NO. Dist. Pune - 412 106. Notice .................................................................. 2 Tel. No. : 02114-255289/294, Fax No. : 02114-255293 2. Plot No. D-2, MIDC, Ambad, Nashik- 422 010. Directors’ Report ................................................. 9 Tel. No. : 0253-2387510/11/12/13, Fax No. : 0253-2382876 Management Discussion & Analysis................ 19 3. Maharajpur Road, Lalpur, Rudrapur (U.S.Nagar), Uttarakhand - 263143 Report on Corporate Governance ................... 23 Tel No. : 05944-280921 At a Glance ....................................................... 35 REGISTRAR & TRANSFER AGENTS Sharepro Services (India) Pvt. Ltd. Satam Estate, 3rd Floor, Above Bank of Baroda, Auditors’ Report ................................................ 36 Cardinal Gracious Road, Chakala, Andheri (East), Mumbai - 400 099. Balance Sheet .................................................. 40 Tel.: 022-28215168/67720400 Fax: 022-28375646 Profit and Loss Account ................................... 41 Cash Flow Statement ....................................... 42 — Please bring your copy of the Annual Report at the Meeting. Schedules ......................................................... 44 1 cmyk MAHINDRA UGINE STEEL COMPANY LIMITED NOTICE “RESOLVED that pursuant to the provisions of The Forty–fifth Annual General Meeting of the Members sections 198, 269, 309, 310, 311 and all other of MAHINDRA UGINE STEEL COMPANY LIMITED applicable provisions of the Companies Act, 1956 will be held on Thursday, the 24th day of July, 2008 at (the Act), (including any statutory modification or 3.00 p.m. at Amar Gian Grover Auditorium, Lala Lajpat re-enactment thereof for the time being in force), Rai Marg, Mahalaxmi, Haji Ali, Mumbai – 400 034, to read with Schedule XIII of the Act and subject to transact the following business: the approval of the Central Government, if necessary, and such other approvals, permissions ORDINARY BUSINESS: and sanctions, as may be required and subject to 1) To receive and adopt the audited Balance Sheet such conditions and modifications, as may be as at 31st March, 2008 and the Profit and Loss prescribed or imposed by any of the authorities in Account for the year ended on that date and the granting such approvals, permissions and Reports of the Directors and the Auditors thereon. sanctions, approval of the Company be accorded 2) To declare Dividend on Equity Shares. to the revision in remuneration payable to Mr. K. V. Ramarathnam as the Managing Director of the 3) To appoint a Director in place of Mr. Hemant Company (hereinafter referred to as “Managing Luthra, who retires by rotation and being eligible, Director”), with effect from 1st April, 2007, for the offers himself for re-appointment. reminder of his term of office, as follows: 4) To appoint a Director in place of Mr. R.R. Krishnan, Salary : Rs.2,25,000/- per month in the scale of who retires by rotation and being eligible, offers Rs.1,10,000/- to Rs.2,25,000/- per month. himself for re-appointment. Perquisites : In addition to the salary, the Managing Director 5) To appoint a Director in place of Mr. S. Ravi, who shall be entitled to the following perquisites in retires by rotation and being eligible, offers himself accordance with the rules of the Company. for re-appointment. i) Housing : Furnished residential accommodation or House Rent Allowance of 60% of salary in lieu thereof; SPECIAL BUSINESS ii) Gas, Electricity & : The expenditure incurred on gas, electricity, water 6) To consider and, if thought fit, to pass, with or Water will be borne by the Company subject to Income without modification(s), the following resolution as Tax rules; an Ordinary Resolution: iii) Medical : Expenses incurred for the Managing Director and re-imbursement his family as per the Company’s rules; “RESOLVED that subject to the provisions of iv) Leave Travel : For Managing Director and his family, once in a sections 224, 225 and other applicable provisions, Concession year, incurred in accordance with the Company’s if any, of the Companies Act, 1956, M/s. Deloitte rules; Haskins & Sells, Chartered Accountants, be v) Club Fees : Fees of clubs, subject to a maximum of two Clubs. appointed as the Statutory Auditors of the This will not include admission and life membership Company to hold office from the conclusion of this fees; Annual General Meeting until the conclusion of vi) Personal Accident : Premium as per the Company’s rules; the next Annual General Meeting, in place of the Insurance retiring Auditors M/s. A.F.Ferguson & Co., vii) Contribution to : Contribution to Provident Fund, Superannuation Chartered Accountants, to conduct the audit of Funds Fund, Gratuity Fund as per the Company’s rules; the Accounts of the Company for the Financial viii) Encashment of : Encashment of leave not availed of by the Year 2008-09, on such remuneration as may be Leave Managing Director as per the Company’s rules; mutually agreed upon between the Board of ix) Provision of a car : Provision of a car and telephone at the Managing Directors of the Company and the Auditors, plus and telephone Director’s residence for his use as per Company’s rules; service tax and out of pocket expenses.” x) Other benefits : Such other benefits, amenities and facilities as 7) To consider and, if thought fit, to pass, with or per the Company’s rules. without modification(s), the following resolution as The value of perquisites would be evaluated as per Income Tax Rules, 1962 a Special Resolution: wherever applicable and at cost in the absence of any Rule. 2 cmyk ANNUAL REPORT 2007-2008 Commission: (the Act) (including any statutory modification or re-enactment thereof for the time being in force) In addition to the salary and perquisites, the read with Schedule XIII of the Act subject to the Managing Director would be entitled to such approval of the Central Government, if necessary, commission based on the net profits of the and such other approvals, permissions and Company in any financial year not exceeding one sanctions, as may be required, and subject to such per cent of such profits as the Remuneration conditions and modifications, as may be prescribed Committee shall decide, having regard to the or imposed by any of the authorities in granting performance of the Company. such approvals, permissions and sanctions, Provided that the remuneration payable to the approval of the Company be accorded to the re- Managing Director (including the salary, appointment of Mr. K.V.Ramarathnam as the commission, perquisites, benefits and amenities) Managing Director of the Company (hereinafter does not exceed the limits laid down in sections referred to as ‘Managing Director’) for a period of 198 and 309 of the Companies Act, 1956, including three years with effect from 5th May, 2008. any statutory modifications or re-enactment thereof. FURTHER RESOLVED that the salary, perquisites FURTHER RESOLVED that where in any financial (including allowances) payable or allowable and year during the currency of the tenure of the commission to the Managing Director be as follows: Managing Director, the Company has no profits or Salary : Rs.2,25,000/- per month in the scale of its profits are inadequate, the Company may pay Rs.1,10,000/- to Rs.2,25,000/- per month. to the Managing Director remuneration by way of Perquisites : In addition to the salary, the Managing Director salary, perquisites and other allowances and shall be entitled to the following perquisites in benefits as specified above as the minimum accordance with the rules of the Company; remuneration subject to the receipt of the requisite i) Housing : Furnished residential accommodation or House approvals, if any, for the remaining period of his Rent Allowance of 60% of salary in lieu thereof; appointment. ii) Gas, Electricity : The expenditure incurred on gas, electricity, water Water will be borne by the Company subject to Income FURTHER RESOLVED that for the purpose of Tax rules; giving effect to this resolution the Board of Directors iii) Medical : Expenses incurred for the Managing Director and of the Company (hereinafter referred to as the re-imbursement his family as per the Company’s rules; ‘Board’ which term shall be deemed to include iv) Leave Travel : For Managing Director and his family, once in a any duly authorised Committee thereof, for the time Concession year, incurred in accordance with the Company’s rules; being exercising