TC Secretarial 07.Pmd
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CHEMICALS Sixty-eighth annual report 2006-2007 Tata Chemicals Limited Contents Page No. Page No. Corporate Information 2 Consolidated Financial Statements Notice 3 - Auditors’ Report 90 Directors’ Report 14 - Balance Sheet 92 Management Discussion and Analysis 25 - Profit & Loss Account 93 Corporate Governance Report 35 - Cash Flow Statement 94 Summarised Balance Sheet and - Schedules to the Profit and Profit and Loss Account 49 Loss Account 96 Auditors’ Report 50 - Schedules to the Balance Sheet 98 Balance Sheet 54 - Notes to Consolidated Balance Sheet and Profit and Loss Account 55 Profit and Loss Account 105 Cash Flow Statement 56 Financial Statistics 116 Schedules to the Profit and Loss Account 58 Schedules to the Balance Sheet 62 Notes to the Balance Sheet and Profit and Loss Account 72 Balance Sheet Abstract and Company’s General Business Profile 88 Financial Highlights — Last Decade 89 Annual General Meeting : July 27, 2007 Time : 3.00 p.m. Venue : Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai - 400 020 BOOK CLOSURE DATES JULY 10, 2007 — JULY 27, 2007 1 CHEMICALS Sixty-eighth annual report 2006-2007 Tata Chemicals Limited CORPORATE INFORMATION Board of Directors Members of the Management Review Committee (As of March 31, 2007) Homi R. Khusrokhan Managing Director P. K. Ghose Chief Financial Officer Ratan N. Tata Kapil Mehan Chief Operating Officer (Fertilisers) (Chairman) R. Mukundan Chief Operating Officer (Chemicals) L. S. Rathore Chief Operating Officer (Agri-Business) R. Gopalakrishnan B. Sudhakar Head-Corporate HR & Administration (Vice-Chairman) K. V. Rao Resident Director - Singapore Vikas Gadre Chief Information Officer Nusli N. Wadia A. Tyagi V P-Projects Dr. Murali Sastry Chief Scientist Dr. D. V. Kapur T. Vinod Kumar Head-Corporate Audit & Risk Management Prasad R. Menon Company Secretary Shailesh D. Jain Dr. T. Mukherjee Registrar & Share Transfer Agent Homi R. Khusrokhan TSR Darashaw Limited 6-10 Haji Moosa Patrawala Industrial Estate Managing Director 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. Dr. Vijay L. Kelkar Solicitors Mulla & Mulla and Craigie Blunt & Caroe, Mumbai. Nasser Munjee Auditors Messers S. B. Billimoria & Co., Chartered Accountants Messers N. M. Raiji & Co., Chartered Accountants Dr. Yoginder K. Alagh Works Inorganic Chemicals — Mithapur, Gujarat Registered Office Fertilisers — Babrala, Dist. Badaun, U.P. Phosphate — Haldia, W. Bengal Bombay House, 24, Homi Mody Street, Bankers Fort, Mumbai 400 001 Bank of America, Bank of Baroda, Citibank N.A., Deutsche Bank, Tel: 022-66658282 HDFC Bank Limited, Standard Chartered Bank, State Bank of Fax: 022-66658143 India, The Hongkong and Shanghai Banking Corporation Ltd., Visit us at: www.tatachemicals.com ICICI Bank Ltd. 2 NOTICE NOTICE IS HEREBY GIVEN THAT THE SIXTY-EIGHTH ANNUAL GENERAL MEETING OF TATA CHEMICALS LIMITED will be held on Friday, July 27, 2007 at 3.00 p.m. at Birla Matushri Sabhagar, 19 Sir Vithaldas Thackersey Marg, Mumbai 400 020, to transact the following business: - 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2007 and the Balance Sheet as at that date, together with Reports of the Board of Directors and the Auditors thereon. 2. To declare a dividend on Ordinary Shares. 3. To appoint a Director in place of Mr. R. Gopalakrishnan, who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Dr. T. Mukherjee, who retires by rotation and is eligible for re-appointment. 5. To appoint a Director in place of Dr. Vijay L. Kelkar, who retires by rotation and is eligible for re-appointment. 6. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED that Dr. D. V. Kapur, Director who retires by rotation, does not wish to seek re-election and is not therefore re-appointed a Director of the Company.” “RESOLVED FURTHER that the vacancy, so created on the Board of Directors of the Company, will not be filled at this point of time.” 7. To appoint auditors and fix their remuneration. 8. APPOINTMENT OF MR. NASSER MUNJEE AS A DIRECTOR To appoint a Director in place of Mr. Nasser Munjee, who was appointed as an Additional Director of the Company, by the Board of Directors, with effect from September 25, 2006 and who holds office upto the date of the ensuing Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (“the Act”) but who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 257 of the Act from a member proposing his candidature for the office of Director. 9. APPOINTMENT OF DR. YOGINDER K. ALAGH AS A DIRECTOR To appoint a Director in place of Dr. Yoginder K. Alagh, who was appointed as an Additional Director of the Company, by the Board of Directors, with effect from September 25, 2006 and who holds office upto the date of the ensuing Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (“the Act”) but who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 257 of the Act from a member proposing his candidature for the office of Director. 10. APPOINTMENT OF MR. PRASAD R. MENON AS A DIRECTOR To appoint a Director in place of Mr. Prasad R. Menon, who was appointed as an Additional Director of the Company, by the Board of Directors, with effect from October 30, 2006 and who holds office upto the date of the ensuing Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (“the Act”) but who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 257 of the Act from a member proposing his candidature for the office of Director. 11. APPOINTMENT OF MR. HOMI R. KHUSROKHAN AS THE MANAGING DIRECTOR OF THE COMPANY To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 269, 309 and other applicable provisions, if any, of the Companies Act, 1956, the approval of the Company be and is hereby accorded to the appointment of Mr. Homi R. Khusrokhan, who was appointed by the Board of Directors as the Managing Director with effect from October 16, 2006 for a period upto December 14, 2008 (till he attains the age of 65) upon the terms and conditions (including the remuneration to be paid in the event of loss or inadequacy of profit in any financial year during the aforesaid period) set out in the Explanatory Statement annexed to the Notice convening this meeting”. “RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution”. 12. CHANGE IN PLACE OF KEEPING REGISTERS AND RECORDS To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT in supersession of Resolution No. 7 passed at the 52nd Annual General Meeting of the Company held on September 03, 1991 and pursuant to the provisions of Section 163 and other applicable 3 CHEMICALS Sixty-eighth annual report 2006-2007 Tata Chemicals Limited provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) (‘the Act’), the Company hereby approves that the Register of Members, Index of Members, Register and Index of Debenture holders, Returns of Allotment made from time to time and copies of all the Annual Returns prepared under Section 159 of the Act, along with other certificates and documents required to be annexed thereto under Section 161 of the Act and other applicable provisions, be kept at the offices of TSR Darashaw Ltd., Registrars and Share Transfer Agents of the Company at 6-10, 1st Floor, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 and / or Pooja Apartment, Ground Floor, Near Vitrum Glass, Opp. HCC Ltd., L.B.S Road, Vikhroli (West), Mumbai – 400 079.” Notes: 1. The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect of the business under items 8 to 12 set out above are annexed hereto. The relevant details in respect of item Nos. 3 to 6 above, as required by Clause 49 of the Listing Agreement entered into with Stock Exchanges are also annexed. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 3. Members/Proxies should bring the enclosed attendance slip duly filled in, for attending the Meeting, along with the Annual Report. Book Closure and Dividend 4. The Register of Members and the Share Transfer Books of the Company will be closed from July 10, 2007 to July 27, 2007, both days inclusive. 5. The dividend, if declared at the Annual General Meeting, will be paid on or after July 30, 2007 to those persons or their mandates: (a) whose names appear as Beneficial Owners as at the end of the business hours on July 09, 2007 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and (b) whose names appear as Members in the Register of Members of the Company on July 09, 2007 after giving effect to valid share transfers in physical form lodged with the Company / Registrar and Share Transfer Agents on or before the aforesaid date.