METALS & TUBES LTD. AHMEDABAD Board of Directors : Shri S. Solanki Chairman (upto 30-7-2005) Shri P. M. Sanghvi Managing Director Shri J. M. Sanghvi Whole-time Director Shri S. M. Sanghvi Director (Marketing) Shri D. C. Anjaria Director Dr. V. M. Agrawal Director Shri P. M. Mehta Director Bankers : Dena Bank Punjab National Bank State Bank of India IDBI Limited Auditors : M/s. Mehta Lodha & Co. Chartered Accountants Registered Office : 17, Rajmugat Society Naranpura Char Rasta Naranpura Ahmedabad - 380 013 Works : STAINLESS STEEL TUBES AND PIPES DIVISION Ahmedabad - Mehsana Highway Village - Indrad Nr. Chhatral GIDC Taluka - Kadi Dist. - Mehsana GUJARAT SAW PIPE DIVISION Plot No. 3306 to 3309 GIDC - Chhatral Taluka - Kalol Dist. - Gandhinagar GUJARAT KUTCH DIVISION Survey No. 474 Village - Bhimasar Taluka - Anjar Dist. - Kutch GUJARAT 1 FINANCIAL HIGHLIGHTS OF LAST FIVE YEARS (Rs. in Lacs) Financial Year 2000-01 2001-02 2002-03 2003-04 2004-05 Turnover & Profitability Gross Total Income 7675.14 7102.28 8473.02 13435.08 20679.41 Profit before Interest & depreciation 826.92 809.60 815.71 1237.00 2917.62 Profit Before Tax 307.58 302.58 323.82 626.96 2102.93 Net Profit after Tax 235.30 199.03 217.41 405.97 1325.21 Cash Profit 523.97 554.45 579.07 916.58 2315.40 Balance Sheet Gross Fixed Assets 4730.52 5065.53 5554.18 6723.21 11107.25 Ordinary Share Capital 673.99 673.99 673.99 900.00 900.00 Reserve & Surplus (incl. deferred tax) 2819.06 3059.51 3244.31 3929.10 5603.21 Secured Loan 752.09 414.49 67.70 14.58 3666.46 Performance Ratios PBIDT / Total Income 10.77% 11.40% 9.63% 9.21% 14.11% Operating Profit / Total Income 4.01% 4.26% 3.82% 4.67% 10.17% Return on Net-worth 6.74% 5.33% 5.55% 8.41% 20.38% EPS Rs. 3.491 2.953 3.226 4.511 14.725 Book Value (Rs.) 51.66 55.31 58.13 53.66 72.26 Int. Coverage (times) 3.585 4.194 4.697 4.874 7.705 Current Ratio 1.668 1.444 1.263 1.264 1.048 D/E Ratio 0.27 0.15 0.10 0.11 0.68 Total Debt/Equity Ratio 0.79 0.80 0.96 0.91 1.56 Fixed Assets Coverage 3.43 5.69 8.40 8.29 2.40 2 NOTICE NOTICE is hereby given that the Twentyfirst Annual General 1956, the Articles of Association of the Company be Meeting of the Members of RATNAMANI METALS & TUBES amended by insertion of a new Article 180 A after the LTD. will be held on Wednesday, 28th September 2005 at 10:00 existing Article 180 under the heading titled “Questions at a.m. at the Conference Hall of “The Ahmedabad Textile Mills Board Meeting how decided” reading as follows: Association”, Near “Gurjari”, Ashram Road, Ahmedabad - 380 009 to transact the following business: 180 A “Questions arising at any Board Meeting shall be decided by majority of votes and in case of ORDINARY BUSINESS equality of votes, the Chairman shall have the second or casting vote.” 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2005 and the Profit and Loss Account for the Registered Office : By the Order of the year ended on that date and the Reports of the Directors 17, Rajmugat Society Board of Directors and Auditors thereon. Naranpura Char Rasta V.C. Bhagat Ahmedabad - 380 013 Company Secretary 2. To declare dividend on equity shares 29th July, 2005 3. To appoint a Director in place of Shri S.M. Sanghvi who NOTES: retires by rotation and being eligible offers himself for re- appointment. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO 4. To appoint a Director in place of Shri S. Solanki, who was ATTEND AND VOTE INSTEAD OF HIMSELF AND A liable to retire by rotation at this Annual General Meeting PROXY NEED NOT BE A MEMBER and who has resigned with effect from 30th July, 2005. It is proposed not to fill up the resultant vacancy at present. 2. Proxies, in order to be effective, must be received at the Company’s Registered Office, not less than 48 hours 5. To re-appoint Auditors from the conclusion of this Annual before the commencement of the meeting. General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. 3. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 21st SPECIAL BUSINESS September 2005 to Wednesday, 28th September 2005 (Both days inclusive). 6. Ordinary Resolution : 4. The Dividend, if declared will be made payable from 7th To consider and if thought fit, to pass with or without October 2005. modification, the following resolution as an Ordinary Resolution: (a) to those members whose names appear in the Register of Members of the Company after giving effect to all valid “RESOLVED THAT in modification of the Ordinary transfers in physical form lodged with the Registrar and Resolution passed at the Annual General Meeting of the Share Transfer Agent of the Company before 21st Company held on 30th September 2004, consent of the September 2005 and Company pursuant to the provision of Section 293(1) (d) and other applicable provisions, if any, of the Companies (b) in respect of shares held in electronic form to those Act, 1956 be and is hereby accorded to the Board of members whose names appear on the statements of Directors of the Company for borrowing from time to time beneficial owners furnished by NSDL and CDSL as at the such sum or sums or money as it may consider fit for the end of the business hours on the 20th September 2005 purpose of the business of the Company, notwithstanding Members are requested to note that the Dividend Warrants that the monies to be so borrowed together with monies already borrowed by the Company (apart from temporary are payable at par with the initial validity period of three months. loans obtained or to be obtained from the Company’s Bankers in the ordinary course of business) may exceed 5. Queries on “Account and Operations” of the Company if the aggregate of the paid up capital of the Company and any, may please be sent to the Company ten days in its free reserves, that is to say, reserves not set apart for advance of the Meeting so that the answers are readily any specific purpose, provided however, that the total available at the meeting. amount so borrowed by the Board of Directors and outstanding at any one time shall not exceed the sum of 6. Kindly quote your LF Number / Cl. ID in all your future Rs.200 crores (Rupees Two Hundred Crores only)” correspondence. 7. Special Resolution : 7. Members are requested to bring their copy of the Annual Reports to the Annual General Meeting of the Company. To consider and if thought fit, to pass with or without modification, the following resolution as a Special 8. The Company has already transferred unclaimed Dividend Resolution: declared for the Financial Year ended 31st March, 1997 to the Investors Education and Protection Fund of the “RESOLVED THAT pursuant to provisions of Section 31 Central Government pursuant to Section 205C of and all other applicable provisions of the Companies Act, Companies Act, 1956. 3 In view of the amendments to the Companies Act, 1956 Other Directorship : Nil the details of the unpaid Dividend that are due for transfer Shareholding in the Company : 1,36,649 to the Investors Education and Protection Fund set up by the Central Government are as follows: Relationship with other Directors of the Company : Shri Date of For the Due for Unpaid Amt. S.M. Sanghvi is the brother of Shri Prakash M. Sanghvi and Shri Jayanti M. Sanghvi, Directors of the Company. Declaration Financial Year Transfer on (Rs. in lac) Annexure to the Notice 31/12/1998 1997-1998 10/02/2006 2.85 Explanatory Statement Pursuant to Section 173(2) of the 30/09/1999 1998-1999 29/10/2006 1.10 Companies Act, 1956 25/05/2000 1999-2000 24/06/2007 1.15 ITEM No.6 29/09/2001 2000-2001 28/10/2008 1.26 In the last Annual General Meeting of the Company held on 30th September 2004 an ordinary resolution was passed 30/09/2003 2002-2003 29/10/2010 1.64 authorizing Board of Directors to borrow money in excess of 30/09/2004 2003-2004 29/10/2011 1.58 the Company’s paid up capital and free reserves to the extent of Rs.100 crores. The turnover of the Company during the Members who have not encashed their Dividend Warrants financial year 2004-05 increased over Rs.200 crores and your may approach to the Company immediately for re- Company expects that the same would reach to about Rs.400 validation as otherwise no claim thereafter shall lie against crores after stable production from the new facilities installed the Fund or the Company in respect of such unclaimed at Kutch. Dividend Amount. Moreover the Company is in need of long-term resources for 9. The Company has appointed Pinnacle Share Registry Pvt. expansion programmes and for regular capital expenditure and Ltd. as its Registrar and Share Transfer Agent w.e.f. 01/ therefore the borrowing limit is required to be increased. 04/2003. All the shareholders of the Company are therefore requested to correspond directly with them at the following In view of the above, the consent of the Members of the address in the matters related both for the transfer of shares Company under Section 293(1)(d) of the Companies Act, 1956 as well as for dematerialization of the shares.