Vst Industries Limited

Vst Industries Limited

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net VST INDUSTRIES LIMITED ANNUAL REPORT 2005 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net CONTENTS VST Industries Limited Page Board of Directors 3 Notice of Meeting 4 Report of the Board of Directors & Management Discussion and Analysis 8 Annexure to the Directors' Report.. 15 Report on Corporate Governance 17 Report of the Auditors 29 Balance Sheet 32 Profit and Loss Account 33 Schedules to the Balance Sheet .. 34 Schedules to the Profit and Loss Account 44 Significant Accounting Policies 51 Cash Flow Statement 52 Balance Sheet Abstract and Company's General Business Profile 54 Statement Regarding Subsidiary Companies .. 55 Report & Accounts of Subsidiaries : Hallmark Tobacco Company Private Limited 56 VST Distribution, Storage & Leasing Company Private Limited 66 Consolidated Financial Statements 77 Operating Results 99 ECS Mandate/Bank Mandate 100 Admission Slip/Form of Proxy 103 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net BOARD OF DIRECTORS VST Industries Limited Chairman ABHIJIT BASU Managing Director RAYMOND S. NORONHA Finance Director & Secretary N. SAI SANKAR Directors BRENDAN JAMES BRADY AIR CHIEF MARSHAL IDRIS HASAN LATIF, P.V.S.M. (Retd. T. LAKSHMANAN R.V.K.M. SURYARAU Auditors Lovelock & Lewes Chartered Accountants Hyderabad - 500 082 Andhra Pradesh Registered Office 1-7-1063/1065, Azamabad Hyderabad - 500 020 Andhra Pradesh Phone: 040-2761 0460 Registrars for Share Transfer & Public Deposits Sathguru Management Consultants Private Limited Plot No. 15, Hindi Nagar Near Sai Baba Temple, Punjagutta Hyderabad - 500 034 Phone : 040 - 2335 0586, 2335 6507, 2335 6975 Fax : 040 - 2335 4042 E-mail : sta@sathguru.com www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net NOTICE OF MEETING VST Industries Limited NOTICE IS HEREBY GIVEN THAT the Seventy Fourth Performance Bonus: Payable annually for Annual General Meeting of VST INDUSTRIES LIMITED will each financial year ending 31 st March, 2006 and be held at Convention Hall, Hotel Viceroy, Opp. Hussain thereafter, not exceeding 70% of the Consolidated Sagar Lake, Tank Bund Road, Hyderabad - 500 080, on Salary per annum after approval of the Accounts Thursday, 28th July, 2005 at 10.30 a.m. for as may be determined1 by the Board of Directors transaction of the following business : of the Company. 1. To receive, consider and adopt the Audited Balance In addition to the aforesaid Consolidated Salary Sheet as at 31st March, 2005, the Profit and Loss and Performance Bonus, Mr. Sai Sankar shall be Account, Auditors' Report and Directors' Report for the entitled to perquisites like gas, electricity, water, Company's year ended 31st March, 2005. furnishings, medical reimbursement and leave travel concession for self and family, club fees, personal 2. To declare a Dividend-on the Ordinary Share Capital. accident insurance etc. in accordance with the 3. To elect Directors in place of those retiring by rotation. Rules of the Company, the monetary value of such 4. To appoint Auditors and to fix their remuneration. In perquisites being limited to Rs.4,50,000 per this connection to consider and, if thought fit, to pass annum, for the purposes of which limit perquisites the following Resolution which will be proposed as an shall be evaluated as per Income Tax Rules on Ordinary Resolution : cost to company basis, wherever applicable, and in absence of any such Rule, perquisites shall be "RESOLVED that Messrs. Lovelock & Lewes, Chartered evaluated at actual cost. However, the following shall Accountants, be and are hereby appointed as the not be included in the aforesaid perquisite limit: Auditors of the Company to hold such office until the conclusion of the next Annual General Meeting at a a. Rent free furnished accommodation owned/ remuneration of Rs.l 1,00,000 (Rupees Eleven lakhs leased/rented by the Company or Housing only) payable in two equal instalments plus service tax Allowance in lieu thereof, as per the Rules of as applicable and reimbursement of out-of-pocket the Company. expenses incurred." b. Contribution to Provident Fund and SPECIAL BUSINESS Superannuation Fund upto 27% of salary and contribution to Gratuity Fund upto 8.33% of 5. To consider and, if thought fit, to pass with or without salary as defined in the Rules of the respective modification(s), the following Resolution which will be Funds, or upto such other limit as may be proposed as a Special Resolution: prescribed under the Income Tax Act, 1961 "RESOLVED that pursuant to the provisions of Sections and the Rules thereunder for this purpose. 269, 309, 311, 314 read with Schedule XIII of the c. Use of Company car for official purposes and Companies Act, 1956 and other applicable provisions telephone at residence (including payment for if any, of the Companies Act, 1956, Mr. N. Sai Sankar local calls and long distance official calls). be and is hereby re-appointed as Wholetime Director of the Company with effect from 1 st January, 2006 to d. Encashment of unavailed leave as per the Rules hold office for a period of five years from 1st January, of the Company at the time of retirement/ 2006 to 31st December, 2010 (both days inclusive), cessation of service. on the following remuneration: e. Long service award as per the Rules of the i. Consolidated Salary: At the rate of Company. Rs.2,55,000 per month in the scale of Rs.2,30,000 f. Costs and expenses incurred by the Company - Rs.4,00,000 subject to such increment(s) as the in connection with joining/transfer1 from one Board may determine in the Consolidated Salary location to another as per the Rules of the within the aforesaid scale during the tenure of office Company. as Wholetime Director having regard to the annual performance of Mr. Sai Sankar and to cover the The aggregate of the remuneration and perquisites/ Consumer Price Index. benefits including contribution towards Provident www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net VST Industries Limited Fund, Superannuation Fund and Gratuity Fund, to the beneficial owner the required payable to Mr. Sai Sankar shall always be subject certificates of securities. If a person opts to to the overall ceilings laid down in Sections 1 98 hold his security with a depository, the and 309 of the Companies Act, 1956. Company shall, intimate such depository the details of allotment of the security, for entry Mr. Sai Sankar shall continue to hold office as in its record, the name of the allottee as the Company Secretary without any additional beneficial owner of the security. remuneration other than what he is entitled to as a Wholetime Director on the aforesaid basis. As Securities in Depositories to be in Fungible Form appointment and remuneration are subject to 12D. All securities of the Company held by a compliance with the requirements of Section 314 depository shall be dematerialised and be and other applicable provisions of the Companies in fungible form. Nothing contained in Act, 1956, your Directors commend passing the Sections 153, 153A, 153B, 187B, 187C, Special Resolution set out in the Notice. 372, 372A and other applicable provisions RESOLVED FURTHER that the Board of Directors, be of the Companies Act, 1 956 shall apply to and is hereby authorised to do all things and deeds a depository in respect of the securities held incidental thereto including entering into an agreement by it on behalf of the beneficial owners. with Mr. Sai Sankar for the above purpose." Rights of Depositories and Beneficial Owners 6. To consider and, if thought fit, to pass with or without 12E. (a) Notwithstanding anything to the contrary modification, the following Resolution which will be contained in the Act or these Articles, a proposed as a Special Resolution: depository shall be deemed to be the "RESOLVED THAT pursuant to the provisions of Section registered owner for the purpose of 31 of the Companies Act, 1956, the Articles of effecting transfer of ownership or security Association of the Company be and are hereby altered on behalf of the beneficial owner. in the following manner, that is to say: (b) Save as otherwise provided in (a) i. To insert the following Articles 1 2B to 1 2J after the above, the depository as the registered existing Article 1 2A: owner of the securities shall not have any voting rights or any other rights in respect Dematerialisation of Securities of the securities held by it. 12B. The Company shall be entitled to (c) Every person holding securities of the dematerialise its existing shares, rematerialise Company and whose name is entered its shares held in the Depositories and/or to as the beneficial owner in the records offer its fresh shares or buy back its shares of the depository shall be deemed to in a dematerialized form pursuant to the be a member of the Company. The Depositories Act, 1996 and the Rules beneficial owner of the securities shall framed thereunder, if any. be entitled to all the rights and benefits Option for Investors and be subject to all the liabilities in respect of his/her securities which are 1 2C. Every person subscribing to/acquiring held by a depository. securities offered by the Company shall have the option to receive security certificates or Service of documents to hold the securities with a depository. 1 2F. Notwithstanding anything in the Act or these Such a person who is the beneficial owner Articles to the contrary, where securities are of the securities can at any time opt out of a held in a depository, the records of the depository, if permitted by law, in respect beneficial ownership may be served by such of any security in the manner provided by depository on the Company by means of the Act, and the Company shall, in the electronic mode or by delivery of floppies manner and within the time prescribed, issue or discs.

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