SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 3Oth Annual Report 2001-: VBC Industries Limited www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net VBC Industries Limited BMlttof Directors Dr.f&V.V.S.Murthi.M.P. Chairman (Non-Executive) Q,i, Tandon, Padma Bhushan RXR Gonela, I.A.S. (Retd.) O. Swaminatha Reddy M.K. Raju KJ£. Purohit VJuRao Managing Director Audit Committee K.S, Purohit Chairman (Non-Executive) R.K.R. Gonela, I.A.S. (Retd). Non-Executive Member O. Swaminatha Reddy Non-Executive Member Shareholders Grievances Committee R.K.R. Gonela, I.A.S. (Retd), Chairman (Non-Executive) G.L. Tandon Non-Executive Member V.S, Rao Managing Director Remuneration Committee R.K.R. Gonela, I.A.S. (Retd). Chairman (Non-Executive) GJ_. Tandon Non-Executive Member K.S. Purohit Non-Executive Member Company Secretary 30th Annual General Meeting Viswanatha E.N: Day : Saturday Date : 21st September, 2002 . Time : 10.30 A,M. Place : Registered Office, . Visakhapatnam - 530 007 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Auditors Brahmayya & Company 'SUHASINI1 10-50-24 Siripuram Junction VISAKHAPATNAM - 530 003 Registrars and Share Transfer Agents Venture Capital and Corporate Investments Limited 6-2-913/914, III Floor, Progressive Towers Khairatabad HYDERABAD-500 004 Bankers ICICI Bank Limited T.G.V. Mansion Khairatabad Branch HYDERABAD - 500 004 Registered Office: A-4 Unit, Industrial Estate VISAKHAPATNAM - 530 007 Corporate Office: 6-2-913/914, Ml Floor, Progressive Towers Khairatabad HYDERABAD-500 004 Members are requested to bring this Annual Report to the Meeting. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - Www.sansco.net VBC Industries Limited NOTICE OF 30th ANNUAL GENERAL MEETING OF THE COMPANY NOTICE is hereby g^n that Thirtieth Annual General Meeting of Members-of VBC Industries Limited will be held on Saturday, the 21st September, 2002 at 10.30 a.m. at the Registered Office of the. pornpany at A-4 Unit, Industrial Estate, Visakhapatnam - 530 007 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Profit and Loss Account of the company for the financial year ended 31st March, 2002 and Balance Sheet as on that date together with Reports of Directors and Auditors thereon. 2. To appoint-a Director in place of Sri M. K. Raju who retires by rotation and being eligible offers himself for re^appointment. 3. To appoint a Director in place of Sri G. L. Tandon who retires by rotation and being eligible offers himself for re-appointment. 4. To appoint' Auditors for the financial year 2002-2003 and to fix their remuneration. To consider and if thought fit to pass the following resolution with or without modification (s) as an ordinary resolution: "RESOLVED THAT M/s. Brahmayya & Co., Chartered Accountants, Visakhapatnam be and are hereby reappointed as the Auditors of the Company to hold the office from the conclusion of this Annual General Meeting tiH the conclusion of the next Annual General Meeting at such remuneration as may be decided by the Board of Directors and reimbursement of out-of-pocket expenses and fees for other services". SPECIAL BUSINESS: ' 5. To re-appoint Sri V S Rao as Managing Director of the Company and fixation of managerial remuneration: To consider and if thought fit, to pass with or without modification (s) the following resolution as an ordinary resolution: 1* RESOLVED THAT pursuant to provisions of sections 198,269,309,310 and other applicable provisions of the Companies Act, 1956, if any, read with schedule XIII of the Companies Act, 1956 or any amendment or modification thereto and in accordance with Article 138 to 142 of Articles of Association of the Company, Sri V S Rao be and is hereby re-appointed as Managing Director of the Company for a further period of 5 years with effect from 26.06.2002 with such duties and powers as may be delegated to him by the Board of Directors / Chairman of the Company from time to time on no remuneration basis. 6. To appoint Sri R K R Gonela as Director of the Company: To consider and if thought fit, to pass with or without modification (s) the following resolution as an ordinary resolution: *, RESOLVED THAT Sri R K R Gonela, who was appointed as additional Director of the Company .under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956 together with requisite deposit proposing his candidature for the office of the Director and who is eligible for appointment, be and is hereby appointed as an independent non-executive director of the Company and whose period of office Is liable for determination by retirement on rotation. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 7. To delist the securities of the Company on Madras Stock Exchange Limited: To consider and if thought fit, to pass with or without modification (s) the following resolution as Special Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies' Act, T956, Securities Contracts (Regulations) Act, 1956 and Rules framed thereunder, Listing Agreements and all other applicable laws, rules, regulations and guidelines and subject to such approvals, permissions and . sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any authority while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution), approval of the Company be and is hereby accorded to the Board for voluntarily delisting of the Equity Shares of the Company from Madras - Stock Exchange Limited. RESOLVED THAT the Board of Directors of the Company including any Committee (s) thereof formed for the time being to exercise the powers conferred by the Board be and is hereby authorised to take all necessary steps in this regard and do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and settle any question, difficulty, doubt that may arise in regard to voluntary delisting of Equity Shares from Madras Stock Exchange Limited and to execute all such deeds, documents, writings as may be necessary, expedient or desirable as it may deem fit and for this purpose delegate the authority duly vested in it by virtue hereof to any Director or Company Secretary or any other person who it may consider suitable to do the acts, deeds and things required to give effect to this resolution. BY ORDER OF THE BOARD Place : Hyderabad VISWANATHA E.N. Date : 22.06.2002 Company Secretary NOTES : 1. The Explanatory Statement pursuant to Section 173 (2) of Companies Act, 1956 in respect of 'Special Business item no. 5, 6 and 7 is annexed hereto, 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and such proxy need not be a member of the Company. .3. A proxy, in order to be effective must be received by the Company in not less than 48 hours before the commencement of the meeting, 4. The Register of Members and Share Transfer books of the Company shall remain closed from 19.09.2002 to 21.09.2002 (both days inclusive). 5. Shareholders who have not encashed their interim dividend warrants for the year 2000-2001 may surrender their dividend warrants to the Corporate Office for revalidation. 6. Shareholders holding their shares in multiple folios are requested to consolidate their holding in one single folio. 7. Members are requested to intimate their change of address to Registrars and Share Transfer Agents, M/s. Venture Capital and Corporate Investments Limited, 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad - 500 004. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - ™ansco.net VBC Industries Limited 8. Members desirous of making nomination in respect of their share holding are requested to submit Form .28 to the Registrars and Share Transfer Agents. 9. Shareholders are requested to avail the facilities of converting their physical .shareholdings into electronic mode of shareholdings for their own convenience, 10. Shareholders holding their shares in demat form are requested to bring details of their Depository account number for identification. 11. The Company's Equity Shares are listed on i) The Hyderabad Stock Exchange Limited, 3-6-275, Himayatnagar, Hyderabad - 500 029, ii) The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 007 and ill) Madras Stock Exchange Limited, Exchange Building, 11, Second line Beach, Chennai - 600 001. The Company had paid the Annual Listing Fees for the year 2002-2003 to the aforesaid Stock Exchanges. 12. Members/Proxies are requested to bring duly filled in attendance slips at the meeting. 13. Statutory Registers and records are available at the place of meeting for inspection by the members till the conclusion of the meeting. EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173 (2) OF THE COMPANIES ACT, 1956. Item no. 5 , Sri V S Rao was appointed as Managing Director of the Company for a period of 5 years with effect from 26.06.1997 and his period of office expires on 25.06.2002. The Company has started executing Hydel Power Projects in the State of Orissa and Andhra Pradesh. In the interest of execution of Hydel Power Projects, the Board of Directors has re-appointed Sri V S Rao as Managing Director of the Company for a period of 5 years with effect from 26.06.2002 in the Board of Directors meeting held on 23.03.2002.