VIDEOCON INDUSTRIES LIMITED Annual Report 2007-08 VIDEOCON INDUSTRIES LIMITED BOARD OF DIRECTORS REGISTERED OFFICE 14 KM Stone, Aurangabad - Paithan Road, Venugopal N. Dhoot Chairman & Village: Chittegaon, Tal. Paithan, Managing Director Dist.: Aurangabad - 431 101 (Maharashtra) Pradipkumar N. Dhoot Whole Time Director Kuldeep Drabu MANUFACTURING FACILITIES S. Padmanabhan 14 KM. Stone, Aurangabad - Paithan Road, Karun Chandra Srivastava Village Chittegaon, Taluka Paithan, Dist. Aurangabad Maj. Gen. S.C.N. Jatar (Maharashtra) Arun Laxman Bongirwar Village Chavaj, Via Society Area, Satya Pal Talwar Taluka & Dist. Bharuch Gunilla Nordstrom Nominee - AB Electrolux (Publ) (Gujarat) Ajay Saraf Nominee - ICICI Bank Ltd. Village Majara, Taluka Warora, District, Chandrapur Dr. Birendra Narain Singh Nominee IDBI Ltd. (Maharashtra) AUDITORS Plot No. 28, Khasra No. 293, Industrial Area, Selakul, Vikasnagar, Dehradun, KHANDELWAL JAIN & CO. (Uttranchal) Chartered Accountants 12-B, Baldota Bhavan, Vigyan Nagar, RICO Industrial Area, 117, Maharshi Karve Road, Shajanpur, District Alwar, Opp. Churchgate Railway Station, (Rajasthan) Mumbai - 400 020 A-32, Butibori Industrial Area, Village Ruikhiri KADAM & CO. Nagpur (Maharashtra) Chartered Accountants Ahmednagar College Road, Kothi, Near Badve Petrol Pump, Ahmednagar - 414 001 Contents Page No. BANKERS Notice 1 State Bank of India State Bank of Hyderabad Directors’ Report 3 Allahabad Bank State Bank of Indore Corporate Governance 8 Bank of India State Bank of Mysore Management Discussion and Analysis Report 14 Bank of Maharashtra State Bank of Patiala Auditors’ Report 16 Central Bank of India The Federal Bank Ltd. Balance Sheet 18 ICICI Bank Ltd. Union Bank of India Profit and Loss Account 19 Indian Bank Vijaya Bank Cash Flow Statement 20 Schedules 21 Indian Overseas Bank Punjab National Bank Notes to Accounts 31 Balance Sheet Abstract & COMPANY SECRETARY Company’s General Business Profile 38 Statement Pursuant to Section 212 Vinod Kumar Bohra of the Companies Act, 1956 39 Consolidated Financial Statement 42 NOTICE NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of 7. All documents referred to in the accompanying notice are open for inspection at the Registered VIDEOCON INDUSTRIES LIMITED (“the Company”) will be held on Monday, March 30, 2009 Office of the Company on all working days, except Friday, between 12.00 Noon to 2.00 PM upto at the Registered office of the Company at 14 K.M. Stone, Aurangabad - Paithan Road, Village: the date of the Annual General Meeting. Chittegaon, Taluka: Paithan, Dist: Aurangabad - 431 105 (Maharashtra) at 12.00 Noon to transact 8. The Register of Members and Share Transfer Books shall be closed from Tuesday, March 17, the following business: 2009 to Monday, March 30, 2009 (“both days inclusive”) for determining the names of members ORDINARY BUSINESS eligible for dividend on Equity Shares, if declared at the Annual General Meeting. The dividend on Equity Shares, if declared at the Meeting, will be paid on or around April 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended 10, 2009, to those Members whose names appear on the Company’s Register of Members September 30, 2008 and the Balance Sheet as at that date together with the Report of the on Tuesday, March 17, 2009. In respect of shares held in dematerialized form, the dividend Board of Directors and Auditors thereon. will be paid on the basis of particulars of beneficial ownership furnished by Depositories viz., 2. To declare a dividend on Equity Shares. National Securities Depository Limited and Central Depostory Services (India) Limited as at 3. To appoint a director in the place of Mr. Pradipkumar N. Dhoot, who retires by rotation and, the end of business hours on Monday, March 16, 2009. being eligible, offers himself for re-appointment. 9. The unclaimed/unpaid dividends, for the financial year 2000-2001, in respect of erstwhile 4. To appoint a director in the place of Major General Sudhir Chintamani Nilkanth Jatar, who Videocon International Limited (amalgamated with the Company) has been transferred to retires by rotation and, being eligible, offers himself for re-appointment. the Investor Education and Protection Fund (IEPF) established by the Central Government, 5. To appoint M/s. Khandelwal Jain & Co., Chartered Accountants and M/s. Kadam & Co., pursuant to provisions of Section 205A of the Companies Act, 1956. Dividends for the Chartered Accountants, the retiring Auditors, as Joint Statutory Auditors of the Company, financial year 2001-2002 and thereafter, which remained unclaimed/unpaid for a period to hold office from the conclusion of this Annual General Meeting until the conclusion of the of seven years will be transferred by the Company to IEPF, as and when due. Members next Annual General Meeting of the Company, on such remuneration as shall be fixed by the who have not encashed dividend warrant(s) for the aforesaid years are requested to obtain Board of Directors or Audit Committee of the Board of Directors. duplicate warrant(s) by writing to the Company’s Registrar and Transfer Agents, M/s. MCS SPECIAL BUSINESS Limited. Members are requested to note that, upon transfer to IEPF, no claims shall lie 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution against the Company or IEPF in respect of any amounts which were unclaimed and unpaid as an Ordinary Resolution: for a period of seven years from the dates they first became due for payment and no payment “RESOLVED THAT in accordance with the provisions of Section 255, 256, 257 and all other shall be made in respect of any such claims. applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) 10. Members who hold shares in physical form in multiple folios in identical names or joint accounts in or re-enactment thereof, Ms. Gunilla Nordstrom, Nominee of AB Electrolux (Publ), who the same order or names are requested to send the share certificates to the Company’s Registrar was appointed as an additional director pursuant to the provisions of Section 260 of the and Transfer Agents, M/s. MCS Limited, for consolidation into a single folio. Companies Act, 1956, and who holds office upto the date of this Annual General Meeting 11. The Equity Shares of the Company are tradeable compulsorily in electronic form and your and in respect of whom the Company has received a notice, in writing, from a Member Company has established connectivity with both the depositories i.e., National Securities proposing her candidature, be and is hereby appointed as a director of the Company liable Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of to retire by rotation, under the provisions of the Articles of Association of the Company.” the enormous advantages offered by the Depository system, Members are requested to avail the 7. To consider and if thought fit, to pass, with or without modification(s), the following resolution facility of dematerialization of the Company’s shares on either of the depositories, as aforesaid. as an Ordinary Resolution: 12. Investors may address their queries/communications at [email protected] “RESOLVED THAT in accordance with the provisions of Section 255, 256, 257 and all other EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof, Mr. Radhey Shyam Agarwal, in respect of whom the Company has ITEM NO. 6: received a notice, in writing, from a Member proposing his candidature, be and is hereby AB Electrolux (Publ) nominated Ms. Gunilla Nordstrom, as its nominee, in substitution of appointed as a director of the Company liable to retire by rotation, under the provisions of the Mr. Johan Fant. Accordingly, the Board of Directors of the Company (“the Board”) has, pursuant to Articles of Association of the Company.” the provisions of Section 260 of the Companies Act, 1956 (“the Act”) and Articles of Association of By order of the Board of Directors of the Company, appointed Ms. Gunilla Nordstrom as an additional director of the Company. VIDEOCON INDUSTRIES LIMITED In terms of the provisions of Section 260 of the Act, Ms. Gunilla Nordstrom holds office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing Place:Mumbai VINOD KUMAR BOHRA from a member along with a deposit of Rs. 500/- (Rupees Five Hundred Only) proposing the Date : February 26, 2009 COMPANY SECRETARY candidature of Ms. Gunilla Nordstrom for the office of the Board of Directors of the Company Registered Office: under the provisions of Section 257 of the Act. 14 K.M. Stone, Aurangabad- Paithan Road, Keeping in view her rich expertise, it will be in the interest of the Company that Ms. Gunilla Nordstrom is appointed as a director, liable to retire by rotation, in accordance with the provisions Village:Chittegaon, Taluka:Paithan, of the Articles of Association of the Company. Dist: Aurangabad 431 105 (Maharashtra) A brief resume of Ms. Gunilla Nordstrom, nature of her expertise in specific functional areas and NOTES names of companies in which she holds directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING India, is appended to the Notice. (“MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL Save and except Ms. Gunilla Nordstrom none of the other directors of the Company is, in any INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. way, concerned or interested in the Resolution set out at Item No.6 of the notice. The Board THE INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE recommends the Resolution set out at Item No.6 of the notice for your approval.