SANATHNAGAR ENTERPRISES LIMITED (Formerly Known as Bakelite Hylam Limited) Annual Report 2010 - 2011 TABLE OF CONTENTS Contents Page No. Information about the Company ........................................................................ 1 Notice to Members ............................................................................................ 2 Directors’ Report ........................................................................... 5 Report on Corporate Governance .................................................................. 14 Auditors’ Report ................................................................................................. 19 Balance Sheet .................................................................................................. 22 Profit & Loss Account ........................................................................................ 23 Cash Flow Statement ........................................................................................ 24 Schedules ................................................................................................................. 25 Significant Accounting Policies & Notes to Accounts ..................................... 30 Balance Sheet Abstract ..................................................................................... 40 Proxy & Attendance Slip SANATHNAGAR ENTERPRISES LIMITED (Formerly Known as Bakelite Hylam Limited) BOARD OF DIRECTORS Surendra Shah Chairman - Non- Independent Director Shri Bhaskar Kamat Non- Independent Director Shri Deependra Gupta Independent Director Shri Somanathan Koranchirath Independent Director Shri Sagar Gawade Independent Director Shri Sanjay Ambre Independent Director Deepak Chitnis Manager Registered Office Lodha Bellezza, East Block, Eden Square, Off Kukatpally Housing Board Road (KPHB), Hyderabad – 500072, Andhra Pradesh Auditors M/s. Lodha & Co. Chartered Accountants 6, Karim Chambers, 40, A. Doshi Marg, (Harman Stree), Mumbai – 400 001 Bankers HDFC BANK Kotak Mahindra Bank State Bank of Hyderabad Share Transfer Agent CIL Securities Limited 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad – 500 001 Annual Report 2010 - 2011 1 SANATHNAGAR ENTERPRISES LIMITED (Formerly Known as Bakelite Hylam Limited) NOTICE Notice is hereby given that the Sixty Forth Annual General Meeting of the Members of Sanathnagar Enterprises Limited will be held on Thursday,29th September, 2011 at 4.00 p.m., at Alankrita Resorts, Thumkunta Village, Shameerpet Mandal, Hyderabad – 500 078 to transact following business. Ordinary Business: 1. To consider and adopt the Audited Balance Sheet as at 31st March, 2011, the Profit and Loss Account for the period ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To appoint statutory auditors to hold office from the conclusion of this meeting until the conclusion of the nextAnnual General Meeting on such renumeration as may be determined by the Board of Directors. 3. To appoint a director in place of, Shri Sanjay Ambre who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a director in place of, and Shri Somnathan Koranchirath, who retires by rotation and being eligible, offers himself for reappointment. Special Business: 5. To consider and if thought fit, to pass with or without modifications, if any, the following resolution as Speciala Resolution: “RESOLVED THAT in accordance with Section 163(1) and other applicable provisions, if any, of the Companies Act, 1956, and subject to the approval of members, the Register of Members and Index of Members (‘the documents’) be kept at CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500001, Share Transfer Agent of the Company; RESOLVED FURTHER THAT the board of directors of the Company be and is hereby authorised on behalf of the Company to do all other acts, deeds, matters and things as may be necessary and requisite for and in relation to give effect to aforesaid resolution.” 6. To consider and thought fit with or without modifications, if any, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 293(1)(e) of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to such approvals, if any, as may be required, consent of the Company be and is hereby accorded to the Board (which term shall include any committee constituted by the Board or any person(s) authorized by the Board) to contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, up to Rs. 1 crore per financial year.” By Order of the Board of Directors Place : Mumbai Surendra Shah Date : 5th September , 2011 Director Registered Office: Lodha Bellezza, East Block, Eden Square, Off Kukatpally Housing Board Road (KPHB), Hyderabad, Andhra Pradesh-500072 e-mail : [email protected] 2 Annual Report 2010 - 2011 SANATHNAGAR ENTERPRISES LIMITED (Formerly Known as Bakelite Hylam Limited) Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (‘the Meeting’) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a Member of the Company. The Instrument appointing the Proxy should, however, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. 3. Mr. Sanjay Ambre and Mr. Somnathan Koranchirath Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Brief resume of the said Directors, nature of his expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report. The board of directors of the Company commends their reappointment. 4. Members are requested to bring their Attendance Slip along with their copy of the Annual Report to the Meeting. 5. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. upto the date of the Meeting. 6. The Company has already notified closure of Register of Members and Transfer Books from 26th September, 2011 to 29th September,2011 (both days inclusive) for the purpose of the Annual General Meeting of the Company. 7. Members holding shares in identical orders of names in more than one folio are requested to write to the Company’s Registrar and Share Transfer Agent, M/s CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad - 500 001, enclosing their original share certificates to enable them to consolidate the holdings into one folio. 8. As per the provisions of the Companies Act, 1956, the members of the Company are allowed to nominate any person to whom the share(s) shall be transmitted in the event of Member’ death. The Members are advised to contact the Company’s Registrar and Share Transfer Agent, CIL Securities Limited, to avail this facility. 9. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to the Special Business to be transacted at the Meeting is annexed hereto. By Order of the Board of Directors Place : Mumbai Surendra Shah Date : 5th September , 2011 Director Important Communication to Members The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, by writing a letter to/sending email to CIL Securities Limited to this effect. Annual Report 2010 - 2011 3 SANATHNAGAR ENTERPRISES LIMITED (Formerly Known as Bakelite Hylam Limited) Explanatory Statement under Section 173(2) of the Companies Act, 1956 Item No.5 It is proposed to keep Register of Members and Index of Members (‘the Documents’) at CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500001. As per Section 163(1) of the Companies Act, 1956 (“the Act”), a company is required to keep the Documents at its Registered Office; however, the Act also provides that a company can, by obtaining consent of the members through a Special Resolution and by filing a copy of the proposed special resolution with the Registrar of Companies, keep the Documents at any other place within the city, town, village in which the registered office of the company is situated. The board of directors of the Company has resolved to seek approval of the members under Section 163(1) for keeping the Documents at CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500001. Accordingly, special resolution is sought for members’