Hawkins Cooker AR Ltd 2004[1]

8/4/2019 Hawkins Cooker AR Ltd 2004[1]

1/9

SANSCO sansco.net

2003-04The year of turnaround. A new beginning.

HAWKINS C O O K E R S LIMITED ANNUAL R E P O R T

w w w . r e p o r t j u n c t i o n . c o m
http://www.reportjunction.com/http://www.reportjunction.com/


2/9

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

TURNAROUND: FINANCIAL PERFORMANCE HIGHLIGHTS

123.92

3.62

SALES (INCLUDING EXCISE DUTY) Rs. CRORES

129.05

115.29

108.35

PROFIT OR LOSS (AFTER TAX) Rs. CRORES

2.06

1 1 3 . 6 1

1999-00 2000-01 2001-02 2002-03 2003-04

1.87I

0.802001-02 2002-03 |H

1999-00 2000-01 H H 2003-04

6.91

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


3/9


H A W K I N S C O O K E R S L I M I T E D ANNUAL R E P O R T 2003-04CONTENTS

Financial PerformanceHighlights 1Directors' Report 3

Corporate Governance Report 5Auditors' Report 9Balance Sheet 1 1

Profit & Loss Account 12Cash Flow Statement 13

Schedules 14A Strategy for More Focussed Advertising 24

BOARD OF DIRECTORSJ. M. Mukhi Shishir K. Diwanji Gerson da Cunha Gen. V. N. Sharma (Retd.) B. K. Khare

Brahm VasudevaCHAIRMAN & CHIEF EXECUTIVE OFFICER

M. A. TeckchandaniEXECUTIVE DIRECTOR - OPERATIONS

K. SundararaghavanEXECUTIVE DIRECTOR - FINANCE & ADMINISTRATION

B. K. Khare Shishir K. DiwanjiCHAIRMAN

A U D I T C O M M I T T E EGerson da Cunha Gen. V. N. Sharma (Retd.)

C O M P A N Y S E C R E T A R YHutoxi Bhesania

A U D I T O R SA, F . Ferguson & Co.

R E G I S T E R E D O F F I C EMaker Tower F 101, Cuffe Parade, Mumbai 400 005 India

Tel: 2218 66 07 Fax: 2218 11 90S O L I C I T O R SDesai & DiwanjiCrawford Bayley & Co.

R E G I S T R A R A N D S H A R E T R A N S F E R A G E N TIntime Spectrum Registry Ltd.

C-l 3, Pannalal Silk Mills Compound,L . B . Shastri Marg, Bhandup (West), Mumbai 400 078

Tel: 55555454 Fax: 55555353

B A N K E R SDena BankPunjabNational BankThe Saraswat Co-operative Bank LimitedCorporation Bank

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


4/9


D I R E C T O R S ' R E P O R T T O S H A R E H O L D E R SWe have the h onour to present our 44th report

and audited statement of accounts for the year endedMarch 31, 20 0 4 .2003-04 OPERATIONS: MAIN R E S U L T S

Sales ( inc lud ing exc ise duty ) in 2 0 0 3 - 0 4 w e r eR s . 1 1 3 6 . 1 million, u p 4 . 9 % o v e r th e p rev i o us yea r .Sales net of excise duty were Rs.1055.5 million, up 9.5%over the previous yea r. The net profit after tax for the yearwa s Rs.8.0 million a s against the net loss a f te r tax ofRs.69.1 million in the previous yea r.MANAGEMENT DISCUSSION AND ANALYSISPressure Cookers

Market research for the year 200 3 establ ished th efact that Hawkins continues to be the clear number onebrand in the pre ssure cooker market. The New Sales Policyinitiated by the Company in July 200 2, took some time totake root and with some fine tuning done i n 2003 hasd e l i v e r e d good resu l ts in the yea r un de r rep o r t ,Pressure cooker sales to dealers and civil institutions havegro wn by an im pressive 29% in volume, proving theaccuracy of our diagnosis and the effect iveness of thechanges made under the New Sales Policy. The reductionin the prices of our pressure cookers consequent to theexcise duty reduction from 16 % to 8% last year has alsocontributed to increased consumer off take,

The total increase in our pressure cooker salesvolume was 9.4%, much less than th e growth in our majormarket segment of dealers and civil institutions, becauseof a decline in exports and in primary sales to the CanteenStores Department, The reason for the decline in exports toa great extent was the declining value of the dollar whichobliged us to ask for price increases. In CS D, our salespromotions have succeeded in reversing the decliningofftake trend th e benefit of which is already being felt inpr imary sales in the current year.C o o k w a r e

During the year the Company launched a majorre-branding exerc ise to bring all its c o o kware - HardAnodised and Nonstick - under one single brand, "Futura".Th e decrease of 5.2% in cookware sales in the year underrepor t compared to the prev ious year was owing todisruptions in supply arising from th e re-branding exerciseand o t h e r s u p p l y - r e l a t e d r e a s o n s . Demand for ourcookware was strong and led to significant quantities ofunexecuted orders throughout the year . The re-branding isno w over and we are confident that our cookware supplychain will henceforth keep pace with growing sales for whichwe already see evidence in the current yedr,

Material CostsMaterial costs have generally remained steady

throughout t he ye a r . The s i gn i f ic an t exception isstainless steel which affe cts our business to a limited extent.More worry ing is the price increase in aluminium intimatedto us effective April 2 0 0 4 . As of now, we are continuinga dialogue with our major suppl iers request ing themto exer cise price restraint in our mutual interest.Expenses

T o t a l ex p en ses ( ex c lud i n g ex c i se du ty ) we rereduced by R s . 1 2 . 2 million f r o m R s . 6 0 6 . 5 million in20 0 2- 0 3 to Rs.594.3 million in 2 0 0 3 - 0 4 . Major elementsof cost were controlled as follows:

Interest costs were reduced by Rs. 1 1 . 7 millionor 24.2% f rom Rs.48.4 million in 2002-03 toRs.36 .7 million in 2 0 0 3 - 0 4 largely throughreduced utilization of borrowing s.

A d v e r t i s i n g c o s t s w e r e reduced byRs.23.2 million or 25 , 6% f rom Rs.90.8 millionin 2 0 0 2 - 0 3 t o R s , 6 7 . 6 million i n 2 0 0 3 - 0 4through more focussed advertising.

Personnel costs increased from Rs. 196.8 millionin 2002-03 to Rs.210,2 million in 2003-04, anincrease of Rs.l 3.4 million or 6 .8 %, mainly onaccount of delayed Labour Agreementsconcluded during the yea r. The number ofemployees came down by natural attritionduring the year by 39 persons or 3,4% f rom1145 as on March 31 , 2003, to 1106 as onMarch 31, 20 0 4 .

Employee MoraleAfter two successive years of losses, we find that

the morale of employees at all l o c a t i o n s and ina ll departments is commendably high, particularly as theynow see some positive results in the year under report.In ou r judgement, ou r workers, staff a nd managementcombine a good degree of realism and awareness of theircompany's condition with a determination to do all that isnecessary to return the company to a path of high growthand profits. Industrial relations are normal.Control Systems

In our judgment, the company has adequatef inanc ia l and administrat ive systems and contro ls andan effective internal audit function.Outlook

Having demonstrated our ability to reverse thetwo-year decline in sales and to restrain costs, we fee l

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


5/9


confident that we are well positioned to take advantage ofthe growth in demand in our markets and to increase ourmarket share.

Al l forwa rd- lookin g statements in our report arebased on our assessments and judgements exercised ingood faith a t this time, Actual developments and/or resultsmay differ f rom ou r anticipation,20 0 3- 0 4 OPERATIONS: OTHER A S P E C T S

F OB value o f e x p o r t s w a s R s . 6 2 . 0 million(previous y e a r : Rs.75.6 mill ion). Foreign Exchange used inth e year under report was Rs. 16.4 mill ion (previous yea r:Rs.20.4 million),

During the year, we successfully launched four newmodels of pressure cookers: 3.5 Litre and 5 Litre Ventura,2 Litre Ekobase and 1. 5 Litre Miss Mary, In Future cookware,we launched tw o i tems: 4 Litre Nonst ick Kadha i a nd7.5 Litre Hard Anodised Deep Fry Pan. We also addedtwo sets each in hard anodised and nonstick cookware,

Th e expenditure on Research and Developmentw a s R s . 1 0 . 8 mill ion, 1 .0 % of t u r nove r (p r e v iou s y e a r :Rs.12.8 million, 1.2%). Required details a re given in theAppendix. Efforts continued in our factor ies to save energywherever possible.

We appreciate v e r y much the con t r ib u t ionsof employees and associates. None of our employeesreceived g ro s s remuneration exceeding the l im i tsp r e s c r i b e d in the S e c t i o n 2 1 7 ( 2 A ) of theCompanies Act , 1956 .DIVIDEND AND APPROPRIATIONS

As against nil dividend in the previous year, we arepleased to recommend One R u p e e per s h a r e asdividend at the rate of 10%.

Out of the amount available for appropriation ofRs.8.0 million (previous yea r: Nil) ,we propose Rs.5.3 milliona s p r ov is ion fo r dividend ( p r e v i o u s y e a r : N i l ) ;ta x on distributed p r o f i t s on proposed dividendRs.0.7 million (previous yea r: Nil);and Rs.2.0 million as surpluscarr ied to the B alance Sheet (previous yea r : Nil),FIXED DEPOSITS

Of th e fixed deposits maturing for payment prior toMarch 31, 20 04 , five fixed deposits amounting to Rs,28,198were neither renewed nor claimed t i ll Ma rch 31, 2 0 0 4 .DIRECTORS' RESPONSIBILITY S T A T E M E N T

Th e B oard conf irms that :1 . In the preparation of the annual accounts, th e

applicable accounting standards have been fol lowed andproper explanation given relating to material departures.

2. The directors have selected such accountingpol ic ies and applied them cons is t e n t l y and made

judgments and e s t im a t e s t h a t are r e a s ona b le andprudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the f inancia l yearand of the profit/ lossof the Company for that period.

3. The directors have taken proper a nd sufficientca re for the maintenanceof adequate accounting recordsin accordance with th e provisions of the Companies Act ,1956, for safeguarding the assets of the Company and forpreventing and detecting f raud and other irregularities.

4 . The d i r e c t o r s h a v e prepared the annualaccounts on a going concern basis.DIRECTORS

Mr. M, A. Teckchandani and Mr. K . Sundararaghavan,W h o l e t i m e D i r e c t o r s , r e t i r e by r o t a t ion a nd , beingeligible, offer themselves for reappointment. The presentt e n u r e s of the s a i d W h o l e t im e D i r e c t o r s e x p i r e onNovember 1 1 , 2 0 0 4 . T h e B o a r d a t i ts meetingtoday reappointed M r . M . A . T e c k c h a n d a n i a n dMr. K. Sundararaghavan for a further period of three yearswith e f fect f rom November 12, 2004 , sub ject to yourapproval fo r which suitable resolutions are proposed.

The con t r a c t w i t h M r. B r a h m Vasudeva for hisappointment as Chairman and Managing Director of theCompany (designated asChairman of the Board and ChiefExecutive Officer) expires on May 31, 200 4. The Board at itsmeeting today reappointed M r. B r a h m Vasudeva for afurther period from June 1, 2004 to April 25, 2006 , subjectto your approval for which a suitable resolution is proposed.We propose th e appointment of Mr, SubhadipDutta Choudhury as Exec ut ive Director (Ma rket ing) witheffect from August 1 , 2 004 , for a period of three years.Mr. D u t t a C h o u d h u r y joined y ou r Company as aManagement Trainee in 1992 as a fresh Postgraduate fromthe Indian Institute of Management, Calcutta; at present,he is Senior Vice President-Ma rket ing,CORPORATE GOVERNANCE

A separate section on Corporate Governance anda Cert i f icate f rom the Auditors of the Company regardingcompliance of condit ions of Cor p o r a t e G ove r na nceas stipulated under Clause 49 of the Listing Agreementwith th e Stock Exchange form part of the Annual Report.AUDITORS

Messrs A, F . Ferguson & Co, re t i re and, beingeligible, o f f e r themse lves fo r reappointment.

ON B E H A L F OF THE BOARD OF DIRECTORS

MumbaiM ay 31, 2 004

BRAHM VASUDEVACHAIRMAN & CHIEF E X E C U T I V E OFFICER

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


6/9

SANSCO SERVICES- Annual Reports Library Services - www.sansco.net

D I R E C T O R S ' R E P O R T : A P P E N D I XR E S E A R C H & D E V E L O P M E N T

Specific areas in which R&D effor ts have beencarried out: Quality improvement of existing productsand design of new products. Benefits derived as a result:Launch o f - n e w products as noted in the Report plusdesign and quality improvement/cost reduction.Future Plan of Action: We intend to support the R&D Centreand Test Kitchen to meet corporate objectives forquality improvement, cost reduction and introduction ofnew products . Capital expenditure on R&D: Nil.

Recurring expenditure: R s . 10.8 million, 1.0% of total turnover(previous year: Rs. 12.8 million, 1.3%).TECHNOLOGY A B S O R P T I O N , A D A P T A T I O N AND INNOVATION

Efforts made: Thecompany has relied upon internalgeneration. As of 1 st April 2003, the Company had 80 validpatents and design registrations in force in 7 countries.During the year, 1 patent and 4 design registrations weregranted and 1 patent and 1 design applications werefiled. Benefits derived: as described in this Appendix. Notechnology has been imported for the last five years.

A U D I T O R S ' C E R T I F I C A T E O N C O R P O R A T E G O V E R N A N C ETo the Memberso f Hawkins Cookers Limited

We have examined the compliance of conditionsof Corporate Governance by Hawkins Cookers Limited, forthe year ended 31st March, 2004, as stipulated inclause 49 of the Listing Agreement of the said Companywith stock exchange in India.

T he compliance of conditions of CorporateGovernance is the responsibility of the Management.Our examination was limited to procedures andimplementation thereof, adopted by the Company forensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our informationand according to the explanations given to us, we certifythat the Company has complied with the conditions ofCorporate Governance as stipulated in the abovementioned Listing Agreement,

W e state that in respect of investor grievancesreceived during the year ended 31s t March, 2004, noinvestor grievances are pending against the Company asper records maintained by the Company which arepresented to the S h a r e h o l d e r s / I n v e s t o r s GrievanceCommittee.

We further state that such compliance is neitheran assurance as to the future viability of the Company northe efficiency or effectiveness with which the managementhas conducted the affairs of the Company.

FOR A. F. FERGUSON & CO.Chartered Accountants

Mumbai: May 31 , 2 0 0 4 S . R . TataPartner

R E P O R T O N C O R P O R A T E G O V E R N A N C ECOMPANY'S P H I L O S O P H Y

Hawkins Cookers Limited believes in corporate governance that optimises results in the long-term, duly balancingthe expectations of all major stakeholders, consumers, employees, associates and shareholders. It achieves the requiredresults by focussing on technology, management and marketing in the area of durable products for consumers' kitchens.Th e company iscommitted to transparency, fair dealings and the creation of value on competitive merit,BOARD O F D I R E C T O R S

Th e Board of Directors comprises of eight directors: a Chairman and Chief Executive Officer, two Executive Directors andfive Non-ExecutiveDirectors. During the year, four Board Meetings were held: on June 7, 2003, July 31, 2003, October 31, 2003,and January 31, 2004. Directors' attendance record and directorships/memberships of Committees are as follows:

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


7/9

SANSCO SERVICES - Annual Reports Library Services -www.sansco.net

NAME OF DIRECTOR

Brahm VasudevaM.A. Teckchandani

K. SundararaghavanJ. M. Mukhi

Shishir K. DiwanjiGerson da Cunha

General V. N. Sharma (Retd).B . K. Khare

POSITIONPromoterChairman &Chief Executive Officer

Executive DirectorExecutive Director

IndependentNon-Executive Director

IndependentNon-Executive DirectorIndependentNon-Executive DirectorIndependentNon-Executive DirectorIndependentNon-Executive Director

BOARDMEETINGSATTENDED44423434

WHETHERATTENDED LASTAGMYe sYe sYe sNoYe sYe sYe sYe s

OTHERDIRECTORSHIPS(*)21

None3

131

None8

MEMBERSHIP INBOARD COMMITTEESOF OTHER COMPANIESNoneNoneNone

1(Chairmanof Committee)

5NoneNone

1(*) Includes Private Limited Companies and Companies incorporated under Section 25 of the Companies Act, 1956.

AUDIT COMMITTEETh e Audit Committee ischarged with the responsibility to oversee the Company's financial reporting process and

disclosure of its financial information; to recommend th e appointment of Statutory Auditors and the fixation of their fees; toreview and discuss with the Auditors about the internalcontrol system, the scope of audit including the observations of theAuditors, the adequacy of the internal audit system, major accounting policies, practices and entries, compliances withaccounting standards and Listing Agreement entered into with the Stock Exchange and other legal requirementsconcerningfinancial statements and related party t ransact ions, if any; to review the Company's financial and r i s k managementpolicies; to discuss with the internal Auditors any significant findings for follow-up thereon; to review the Quarterly, Half Yearlyand Annual financial statements before they are submitted to the Board of Directors, Minutes of the Audit CommitteeMeetings are circulated to the Members of the Board, discussed and noted or acted upon, as required.

Th e Audit Committee was enlarged by the B o a rd of Directors at its meeting held on January 31, 2 004 . Presently,it comprises of four independent Non-Executive Directors. The Audit Committee met three times during the year andthe attendance of Membersat the Meetings was as follows:

NAME OF DIRECTORB . K. Khare

Shishir K. DiwanjiGerson da Cunha

GeneralV. N. Sharma (Retd.)

STATUSChairmanMemberMemberMember

NO. OF MEETINGS ATTENDED333

None (*)(* ) General V.N. Sharma (Retd.) was appointed as a Member of the Audit Commttee on January31, 2004. No meeting of the Audit Commttee was held after that date in the year under report.

R E M U N E R A T I O N COMMITTEEThe Remuneration Committee wa s constituted by the Board of Directors at its Meeting held on January 31 , 2004. The

members of the Remuneration Committee are Mr. Shishir K. Diwanj i , Mr. J.M.Mukhi, Mr, G erson da Cunha andMr. B . K . Khare, all being independent Non-Executive Directors. Th e Chairmanof the meeting of the Remuneration Committee willbe appointed by and from amongst the membersof the Committee. No meeting of the Remuneration Committee was heldduring the year 2003-04. The role of the Remuneration Committee is to approve th e remunerationof WholetimeDirectorsunder Section II of Part II of Schedule X I I I to the Companies Act, 1956, in the event of no profits or inadequate profits.DIRECTORS' REMUNERATION FOR THE YEAR 2003-04

NAME OF DIRECTOR

BrahmVasudevaM.A. Teckchandani

K. Sundararaghavan

SALARY ( R s . )

1 ,050,0001,164,0001,104,602

PROVIDENT FUND,SUPERANNUATION,ANNUITY & GRATUITY ( R s . )333,981394,5963 7 4 , 4 6 0

PERQUISITES& ALLOWANCES ( R s . )

742 ,57136,00095,398

TOTAL ( R s . )

2,126,5521,594,5961,574,460

CONTRACT PERIOD1.6.1999 to31.5.2004

12.11.2001 to11.11.200412.11.2001 to11.11.2004

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


8/9


Sitting Fees Paid to Non-Executive Directors during the year 2003-04, are as follows:NAME OF DIRECTOR

Shishir K. DiwanjiJ.M. Mukhi

Gerson da CunhaGeneral V.N. Sharma (Retd.)

B. K. Khare

BOARD MEETINGS (Rs.)15,00010,00020,00015,00020,000

COMMITTEE MEETINGS (Rs.)22,500

022,500h~ o - -7,500

TOTAL ( R s . )37,50010,00042,50015,0002 7 , 5 0 0

S H AR E H O L DE R S ' G R I E V A N C E C O M M I T T E ETh e Shareholders' Grievance Committee is to look into the redressal of shareholders1 complaints, if any. Thenumber

of shareholders' complaints received during the year 2003-04 are 36 and all have been resolved satisfactorily.T h e Committee also approves requests for issue of new certificates on loss/consolidation/split/defacement/transmission/rematerialisation, etc. The Shareholders' Grievance Committee was formed on March 1, 2003.T h e Shareholders' Grievance Committee comprises of two Non-Executive Directors and two Executive Directors.Th e Company Secretary is the Compliance Officer. Themembers of the Committee are:

NAME Of DIRECTORShishir K. Diwanji

Gerson da CunhaM . A . Teckchandani

K. Sundararaghavan

S T A T U SChairman

MemberMemberMember

G E N E R A L B O D Y M EE T IN G SThe last three Annual General Meetings were held as under:

FINANCIAL YEAR2000-20012001-20022002-2003

DATE31.7.200131.7.200231.7.2003

TIME4:00 PM4:00 PM4:00 PM

LOCATIONJai Hind College, MumbaiJai Hind College,Mumbai

KishinchandChellaram College,Murnbai

No special resolutions were required to be put through postal ballot last year, No special resolutions on matters requiringpostal ballot are placed for shareholders' approval at this Meeting.D I S C L O S U R E S

There were no transactions of a material nature with the promoters, the Directors or the Management, or relatives,subsidiaries, etc. that may have potential conflict with the interest of the Company at large.

There were no instances of non-compliance nor have any penalties, strictures been imposed by Stock Exchange orSEBI or any other statutory authority during the last three years on any matter related to the capital markets except that theCompany availed on March 28, 2003, the S E B I Amnesty Scheme under the S E B I (Substantial Acquisition of Shares andTakeovers ) Regulations, 1 9 9 7 , for certain inadvertent delayed disclosures as already reported in our Annual Reportfor 2002-03.M E A N S O F COMMUNICATION

During the year, quarterly results were taken on record by the Board of Directors and submitted to the Stock Exchangesin terms of the requirements of Clause 41 of the Listing agreement, Quarterly results are published as required in prominentlocal daily newspapers, namely, The Economic Times and Maharashtra Times. The results are displayed on the websitewww.sebiedifar.nic.in. No presentations have been made to institutional investors or to the analysts. The ManagementDiscussion and Analysis forms part of the Directors' Report.G E N E R A L S H A R E H O L D E R I N F O R M A T I O N

Annual General Meeting is to be held on Friday, the 30th day of July, 2004, at 4.00pm at Jai Hind College Hall, A1Road, Churchgate, Mumbai 400 020.

http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/


9/9


Th e Financial Calendar is as follows Annual Results of 2003-04: M ay 31 , 2004 F i r s t Quarter Results: July 30 , 2004 Dates of Book Closure: July 23, 2004 to July 30, 2004

Mailing of Annual Report: B y July 6 , 2004,Annual General Meeting: July 30, 2004.

Equity shares of the Company are listed on the Bombay Stock Exchange. Stock Code:508486Stock Market Price data for the year 2003-2004MONTH

AprilMayJuneJuly

AugustSeptemberOctoberNovember

DecemberJanuaryFebruaryMarch

COMPANY STOCK PRICES (Rs.)HIGH23.2021.4622.2020.5020.3019.1019.4520.0529.0033.0022.0018.60

LOW16.8519.3519.5019.4519.0517.301 7 . 6 518.0020.0021.9017.5015.00

SENSEX INDEXHIGH

3221.903200.48

LOW2904.442934.78

3632.84 3170.383835.75 : 3534.064 2 7 7 . 6 44 4 7 3 . 5 74951.115135.00

-- - - 5920.766249.606082.80

3722.084097.554432.934 7 3 6 . 7 0- - -5082.825567.685550.17

5923.35 ; 5324.78

R e g i s t r a r a n d S h a r e T r a n s f e r Agent: T h e Company's R e g i s t r a r a n d Share T r a n s f e r Agent isM/s Intime Spectrum Registry Limited, having its registered office a t C - 1 3 , Pannalal Silk Mills Compound, IB S Marg,Bhandup (West), Mumbai 400078 ( R T A ) . The RTA acknowledges and executes t ransfer of shares, arranges fo r issue ofdividend, processes dematerialisation and rematerialisation of shares , receives and deals with complaints from investorsunder the supervision and control of the Company,

Share Transfer Syste m: The Company's shares a re traded in the Stock Exchange in demat mode, Shares inphysical mode which are lodged for transfer are processed and returned to the shareholders within the stipulated time.Th e Company followed the transfer-cum-demat system uptill 12th February, 2004,

Distribution of Shareholding as on March 31 , 2004CATEGORY

Banks/Financial InstitutionsUnit Trust of IndiaBodies Corporate

PromotersOthersTotal

NO. OF SHARES HELD344,20012,000100,702

2,962,8361,868,0775 , 2 8 7 , 8 1 5

% SHAREHOLDING6.510.231.90

56.0335.33100.00

D e m a t e r i a l i s a t i o n o f Shares: As on 3 1 s t March, 2004, 35.67% of the Company's total s h a r e s representing1 8 , 86 , 1 0 6 shares were held in dematerialised form and the balance 3 4 , 0 1 , 7 0 9 shares were held in physical form.

Plant Locations: Th e Company's plants are located at Thane (Maharashtra), Hoshiarpur (Punjab) an d Jaunpur District ( U P ) ,Addr ess fo r communication: The Company's registered off ice is situated a t Maker Tower F 1 0 1 , Cuffe Parade,

Mumbai 400005, Maharashtra. Shareholders holding shares in electronic mode should address their correspondence totheir respective Depository Participant.
http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/http://www.reportjunction.com/

Hawkins Cooker AR Ltd 2004[1]

Documents

Transcript of Hawkins Cooker AR Ltd 2004[1]