SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Southern Petrochemical industries Corporation Limited '. "* UAL , •" ": 4 - 0 5 -^ • • :,: f • "**>*, •«* ™" " www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Southern Petrochemical Industries Corporation Limited Board of Directors Dr A C Muthiah Chairman Ashwin C Muthiah Vice Chairman Babu K Verghese Managing Director M G Thirunavukkarasu Finance Director Rameshram Mishra, IAS Director K Gnanadesikan, IAS Director Leena Nair, IAS Director Dr K U Mada Director N R Krishnan Director S Venkitaramanan Director S Rajagopal Director Jawahar Vadivelu Director M R Srinivasan Director V R Mehta Director P C Ghosh Director K B N Murthy Director Company Secretary N Ramakrishnan Auditors Fraser & Ross Chartered Accountants, Chennai Bankers Indian Bank Allahabad Bank State Bank of Bikaner and Jaipur Bank of Baroda Canara Bank Central Bank of India Dena Bank Indian Overseas Bank Oriental Bank of Commerce Punjab National Bank Punjab and Sind Bank State Bank of India State Bank of Patiala Union Bank of India State Bank of Travancore Syndicate Bank Tamilnad Mercantile Bank Limited The South Indian Bank Limited c Andhra Bank The Bank of Rajasthan Limited Bank of India g 4-» CO Registered Office E 73 Armenian Street, Chennai 600 001 Principal Office SPIC House, 88 Mount Road CO Guindy, Chennai 600 032 O O. Voice: +91.44.22350245 :_ Fax: +91.44.22352163 O O Email: [email protected] Corporate website: www.spic.co.in Annual Report for the Financial Year 2004-05 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Contents / Notice CONTENTS Notice 3 Financial Highlights 7 Directors' Report 8 Management Discussion and Analysis Report 18 Corporate Governance Report 25 Auditors' Report 35 Balance Sheet 38 Profit and Loss Account 39 Cash Flow Statement 40 Schedules 42 Notes on Accounts 50 Consolidated Financial Statement 67 V) +•• c 0) 4-c» o o SPIC - Nourishing growth www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net SOUTHERN PETROCHEMICAL INDUSTRIES CORPORATION LIMITED Registered Office: 73 Armenian Street, Chennai - 600 001. Principal Office: SPIC House, 88 Mount Road, Guindy, Chennai - 600 032. NOTICE NOTICE is hereby given that the THIRTY-FIFTH ANNUAL GENERAL SPECIAL BUSINESS MEETING of the Members of Southern Petrochemical Industries 6. To consider and if thought fit, to pass, with or without modification, Corporation Limited will be held on Thursday, 29 September 2005 the following resolution as an ORDINARY RESOLUTION: at 3.15 P.M. at Rajah Annamalai Hall, Chennai - 600 108, to transact "RESOLVED THAT Thiru K Gnanadesikan, IAS, whose period of the following business: office shall be liable to determination by retirement of Directors by ORDINARY BUSINESS rotation, be and is hereby appointed a Director of the Company." 1. To receive, consider and adopt the audited Balance Sheet of 7. To consider and if thought fit, to pass, with or without modification, the Company as at 31 March 2005 and the Profit and Loss the following resolution as an ORDINARY RESOLUTION: Account for the year ended on that date and the Reports of the Directors and Auditors thereon. "RESOLVED THAT Selvi Leena Nair, IAS, whose period of office shall be liable to determination by retirement of Directors by 2. To elect a Director in place of Thiru Ashwin C Muthiah, who rotation, be and is hereby appointed a Director of the Company." retires by rotation and, being eligible, offers himself for re-election. 3. To elect a Director in place of Dr K U Mada, who retires by (By Order of the Board) rotation and, being eligible, offers himself for re-election. 4. To elect a Director in place of Thiru Babu K Verghese, who For SOUTHERN PETROCHEMICAL retires by rotation and, being eligible, offers himself for INDUSTRIES CORPORATION LTD. re-election. 5. To appoint Auditors and fix their remuneration. Fraser & Ross, Place : Chennai N RAMAKRISHNAN the retiring Auditors are eligible for re-appointment. Date : 25 July 2005 Secretary 0) o Annual Report for the Financial Year 2004-05 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE in address/other details may be intimated directly to the Members' MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND DP. AND ON A POLL, TO VOTE INSTEAD OF HIMSELF AND 6. As per the requirements of Section 205A of the Companies THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Act, 1956, the Company has transferred unclaimed dividends THE INSTRUMENT APPOINTING THE PROXY TO BE VALID up to 1993-94 to the General Revenue Account of the Central SHALL BE DEPOSITED AT THE REGISTERED/PRINCIPAL Government and in respect of 1994-95 to 1996-97 to the Investor OFFICE OF THE COMPANY NOT LATER THAN FORTY- Education and Protection Fund constituted by the Central EIGHT HOURS BEFORE THE TIME FIXED FOR HOLDING Government. In respect of the amounts remaining in the Unpaid THE MEETING. Dividend Accounts for 1997-98 and thereafter, the Company 2. Explanatory Statement of material facts pursuant to Article 76 would transfer the same, at the expiry of seven years, to the of the Articles of Association read with Section 173(2) of the aforesaid Fund. Upon such transfer, a Member shall have no Companies Act, 1956, for Item Nos. 6 and 7 of the Notice is claim against the Fund or the Company regarding his unpaid annexed hereto. dividend. Members are therefore requested to promptly lodge 3. The Register of Members and the Share Transfer Register of their claims for unpaid dividend, if any, in respect of the years the Company will remain closed from Tuesday, 20 September 1997-98 to 2000-01 with the Registrar and Transfer Agents or 2005 to Thursday, 29 September 2005 (both days inclusive). the Company. 4. Members/Proxies should bring the Attendance Slip duly filled 7. The Company's Equity Shares are listed at the National Stock in for attending the Meeting. For shares held in dematerialised Exchange. Annual listing fee has been paid to the said Exchange form, the Depository Participant (DP) ID and Client ID numbers in time. should be indicated in the Attendance Slip. 8. MEMBERS HOLDING SHARES IN PHYSICAL FORM ARE 5. For shares held in physical form, any change in address/other ENCOURAGED TO NOMINATE A PERSON TO WHOM THEIR details may be intimated immediately to the Registrar and Transfer SHAREHOLDING IN THE COMPANY SHALL VEST IN THE Agents viz., Cameo Corporate Services Limited, "Subramanian EVENT OF DEMISE. Nomination forms will be sent to the Building", 1 Club House Road, Chennai - 600 002 by quoting Members on request by the Registrar and Transfer Agents. the Folio Number(s). For shares held in demat form, change 0) o SPIC - Nourishing growth www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Annexure to Notice Details of the Directors seeking appointment/re-appointment at the 35th Annual General Meeting vide Item Nos. 2, 3, 4, 6 and 7 of the Notice dated 25 July 2005 [Pursuant to Clause 49(VI)(A) of the Listing Agreement] The resume in brief/other details of the Directors, whose re-election/ He has also authored the book, "A Journey Through Development appointment is for the consideration of the Members at the ensuing Banking", providing an insight into the evolutionary years of IDBI 35th Annual General Meeting, are furnished hereunder: as a development bank. Thiru Ashwin C Muthiah Thiru Babu K Verghese Thiru Ashwin C Muthiah, 39, holds a Masters' degree in business Thiru Babu K Verghese, 61, holds a B.Tech Degree in chemical administration. He was appointed a Director of the Company on engineering. Since 1972, he has been associated with the Company/ 18 December 1994. other ventures promoted by the Company in various capacities. He was the Deputy Managing Director of the Company from 1 October Thiru Ashwin C Muthiah holds Directorships in the following public 2001 and was elevated as Managing Director of the Company with companies, namely, Mitsuba SICAL India Ltd, SICAL Yamatake Ltd, effect from 1 April 2002. SPIC-JEL Engineering Construction Ltd, The SDB CISCO India Ltd, Before joining the Company as the Deputy Managing Director, he Vopak SICAL Terminal Ltd, PSA SICAL Terminals Ltd, SICAL CWT was the Deputy Chairman and Managing Director of Indo-Jordan Distriparks Ltd, South India Corporation (Agencies) Ltd, Tamilnadu Chemicals Company Ltd, Jordan. Petroproducts Ltd and Technip India Ltd. He is also a Director of Thiru Babu K Verghese is a Director of Indo-Jordan Chemicals Company Indo-Jordan Chemicals Company Ltd, Jordan (foreign company) and Ltd, Jordan, Industries Chimiques Du Senegal, Paris (foreign MAC Spin Foundation, ACM Educational Foundation and ACM Medical companies), SPIC Holdings and Investments Ltd, Fertiliser Association Foundation (incorporated under Section 25 of the Companies Act, of India, Delhi, Tamilnadu Petroproducts Ltd, Matsu Enterprises (P) 1956). Ltd and K'Chira International (P) Ltd. He is a Member of the Thiru Ashwin C Muthiah holds positions in various Board-Committees; Management Committee of the Company. as the Chairman of the Management Committees of the Company Thiru K Gnanadesikan, IAS and South India Corporation (Agencies) Ltd and as a Member of the Thiru K Gnanadesikan, IAS, 46, is the Finance Secretary to the Remuneration Committee and the Finance Committee of the Company, Government of Tamilnadu. He is one of the nominees of Tamilnadu Audit Committee of South India Corporation (Agencies) Ltd and the Industrial Development Corporation Ltd on the Board of Directors Share Transfer & Shareholders'/Investors' Grievance Committee of of the Company. He was appointed Director on 27 June 2005. He Tamilnadu Petroproducts Ltd. is also a Member of the Audit Committee of the Board of Directors.