Vardhman Acrylics Limited .Vardhman Acrylics Limited Vardhman ... Dr. Arvind Kumar Bakhshi ... In

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    Vardhman Acrylics Limited Vardhman

    CONTENTS

    Notice ........................................................................................ 2Directors Report ........................................................................ 5Corporate Governance Report .................................................... 9Auditors Report .......................................................................... 14Balance Sheet ............................................................................. 16Profit & Loss Account ................................................................. 17Cash Flow Statement .................................................................. 18Schedules to Accounts ............................................................... 19

    BOARD OF DIRECTORS

    Mr. Shri Paul Oswal ChairmanMr. Sachit JainMr. Munish Chandra GuptaMr. Sanjit Paul SinghDr. Arvind Kumar BakhshiMr. Darshan Lal SharmaMr. Surinder Kumar BansalMr. Bal Krishan Choudhary Managing Director

    REGISTERED & CORPORATE OFFICE

    Vardhman Premises, Chandigarh RoadLudhiana - 141 010Phones : (0161) 2228943 - 48Fax : (0161) 2601048, 2602710 & 2222616E-mail: secretarial.lud@vardhman.comWeb site: www.vardhman.com

    BUSINESS OFFICE

    5th Floor, Sagar Plaza Building19, Laxmi Nagar District CentreVikas Marg, New Delhi - 110 092

    VICE-PRESIDENT(COMMERCIAL)

    Mr. Gopal Kakhani

    COMPANY SECRETARY

    Mr. Sanjay Gupta

    WORKS

    755, GIDC, Jhagadia Mega EstateJhagadia - 393 110Distt. Bharuch (Gujarat)

    BANKERS

    State Bank of PatialaICICI Bank Limited

    AUDITORS

    M/s. S.S. Kothari Mehta & Co.Chartered AccountantsNew Delhi

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    NOTICE

    NOTICE is hereby given that the TWENTY FIRST ANNUALGENERAL MEETING of the Members of the Company willbe held on Saturday, the 23rd day of July, 2011 at 3.00p.m. at Registered Office of the Company situated atVardhman Premises, Chandigarh Road, Ludhiana, totransact the following business:-

    ORDINARY BUSINESS:

    1. To receive, consider and adopt the Audited BalanceSheet as at 31st March, 2011 and Profit & Loss Accountfor the year ended on that date together with the Reportof Auditors and Directors thereon.

    2. a) To appoint a Director in place of Mr. S.P. Oswal,who retires by rotation in accordance with Article126 of the Articles of Association of the Companyand being eligible, offers himself for re-appointment.

    b) To appoint a Director in place of Mr. S.P. Singh,who retires by rotation in accordance with Article126 of the Articles of Association of the Companyand being eligible, offers himself forre-appointment.

    3. To appoint Auditors for the year 2011-2012 and to fixtheir remuneration.

    SPECIAL BUSINESS:

    4. To consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as anOrdinary Resolution :-

    RESOLVED THAT in partial modification of earlierresolutions passed by the Members of the Companyin their Annual General Meetings held on 30.08.2008and 19.07.2010 and pursuant to the provisions ofSection 269 read with Schedule-XIII and otherapplicable provisions, if any, of the Companies Act,1956, other terms and conditions remaining the same,the remuneration payable to Mr. B.K Choudhary,Managing Director, be and is hereby enhanced w.e.f.01.04.2011, as follows :-

    I) BASIC SALARY : Rs. 95,000/- p.m.II) SPECIAL ALLOWANCE : Rs. 25,000/- p.m.III) COMMISSION :

    1% of the net profits of the Company, however,the same shall not exceed 50% of the BasicSalary.

    IV) PERQUISITES :

    The perquisites shall be allowed in addition tobasic salary and special allowance, subject to amaximum of one year's basic salary.

    a) House Rent Allowance :

    Free residential accommodation or HouseRent Allowance equal to 40% of salary. Freefurnishing is to be provided by the Companyalong with other amenities. The expenditureincurred by the Company on gas, electricity,water and furnishings shall be valued as perthe Income-Tax Rules, 1962.

    b) Medical Re-imbursement :

    Re-imbursement of medical expensesincurred by the Managing Director(including medi-claim insurance premium)on self and his family, subject to a ceiling ofRs. 50,000/- in a year.

    c) Leave Travel Allowance :

    The expenses incurred on leave travel by theManaging Director on self and his familyshall be reimbursed once in a year subjectto a maximum of Rs. 40,000/- per annum.

    d) Car & Telephone :

    Free use of Company's car for official workas well as for personal purposes along withdriver and telephone at Company's cost.

    e) Club Fee :

    Fees of clubs subject to a maximum of twoclubs. This will not include admission andlife membership fees.

    V) PROVIDENT FUND :

    The Contribution to the Provident Fund shallbe subject to the Rules framed by the Companyin this regard.

    Explanation : "Family" means the spouse andthe dependant children.

    RESOLVED FURTHER THAT Mr. S.P. Oswal,Chairman, be and is hereby authorized, on behalf ofthe Company, to incorporate the above said changein terms of appointment of Mr. B.K Choudhary in theAgreement entered into with him by the Company."

    By Order of the Board

    Place : New Delhi (Sanjay Gupta)Dated : 9th May, 2011 Company Secretary

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    Vardhman Acrylics Limited Vardhman

    NOTES:

    1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE ON A POLL INSTEAD OFHIMSELF/HERSELF AND SUCH PROXY NEED NOT BEA MEMBER OF THE COMPANY. THE PROXY, INORDER TO BE EFFECTIVE, MUST BE RECEIVED BYTHE COMPANY NOT LESS THAN 48 HOURS BEFORETHE MEETING. A BLANK PROXY FORM ISENCLOSED.

    2. Explanatory Statement pursuant to Section 173(2) ofthe Companies Act, 1956, in respect of item no. 4 ofthe Notice is annexed hereto and the informationpursuant to Corporate Governance Clause of the ListingAgreement(s) regarding the directors seeking re-appointment in the Annual General Meeting, asproposed in item no. 2 of the Notice, is also beingannexed hereto separately and both form part of theNotice.

    3. The Register of Members and Share Transfer Books ofthe Company shall remain closed from 12st July, 2011to 23rd July, 2011.

    4. Members desiring any information as regards Accountsare requested to write to the Company at its RegisteredOffice at least 10 days before the date of AnnualGeneral Meeting so as to enable the Management tokeep the information ready.

    5. The copies of relevant documents can be inspected atthe Registered Office of the Company on any workingday between 10.30 a.m. to 12.30 p.m.

    ITEM NO. 4 OF THE SPECIAL BUSINESS:

    The Members of the Company in their Annual General

    Meeting held on 30.08.2008 had approved the

    appointment of Mr. B.K. Choudhary as Managing Director

    of the Company for a period of five years w.e.f.

    12.05.2008, at a remuneration as detailed in the

    resolution. The remuneration of Mr. Choudhary was

    revised by the Members in their Annual General Meeting

    held on 19.07.2010. Now, the Board of Directors of the

    Company in its meeting held on 09.05.2011 has approved

    to enhance the remuneration payable to Mr. Choudhary,

    as detailed in the resolution. The said change in the

    ANNEXURE TO THE NOTICE

    Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

    6. Members are requested to bring their copy ofAnnual Report alongwith them to the Annual GeneralMeeting.

    7. The Ministry of Corporate Affairs (MCA) has videCircular Nos. 17/2011 and 18/2011 dated April 21,2011 and April 29, 2011 respectively, taken a GreenInitiative in Corporate Governance, by allowingpaperless compliances through electronic mode,allowing to send documents such as Notice conveningGeneral Meetings, Audited Financial Statements,Directors Report, Auditors Report, etc. and any othernotice/documents, henceforth in electronic form in lieuof the paper form.

    In case you wish to support your Companys concernto prevent global environment degradation, you arerequested to please register your E-mail ID with yourDP, if you hold the Companys shares in electronic form,under intimation to the Registrar & Transfer Agentthrough your registered E-mail ID. However, if you holdthe shares in physical form then you may register yourE-mail ID with the Registrar & Transfer Agent of theCompany by sending a letter under your Registeredsignature at the below mentioned address:

    M/s MCS LIMITEDOffice No. 21/22, Ground Floor, Jamnadas Building,5, P.D. Mello Road (Ghadiali Gudi),Masjid, Mumbai 400 009Phone: 022-23726253-6255, Fax: 022-23726252E-mail: mcspanvel@yahoo.co.in

    remuneration of Mr. Choudhary is subject to the approval

    of the Members. Accordingly, your approval is solicited.

    MEMORANDUM OF INTEREST :

    None of the Directors except Mr. B.K. Choudhary, is

    concerned or interested in the resolution.

    By Order of the Board

    Place : New Delhi (Sanjay Gupta)

    Dated : 9th May, 2011 Company Secretary

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    Information pursuant to Corporate Governance Clause of the Listing Agreement(s) regarding the Directors seekingre-appointment in the Annual General Meeting

    Name of the Director

    Date of Birth

    Date of Appointment

    Expertise in specific functional area

    Qualification

    Directorships of Other Companies

    Chairman/Member of Committees ofother Companies

    No. of shares held

    Relationship with other Director(s)

    Mr. S.P. Oswal

    08.04.1942

    24.12.199