Hawkins Cooker Ltd 2002

7/30/2019 Hawkins Cooker Ltd 2002

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w w w . r e p o r t j u n c t i o n . c o m
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Hawkins Cookers LimitedRegistered Office: Maker Tower F 101, CuffeParade, Mumbai 400 005Notice

NOTICE is hereby given that the 42nd AnnualGeneral Meeting of the shareholders of theCompany will be held on Wednesday, the31st day of July, 2002 at Jai Hind College Hal,'A' Road, Churchgate, Mumbai 400020 at4.00 p.m to transact the following business:Ordinary Business1 . Toreceive and adopt theaudited Profit and

Loss Account for the year ended March 31,2002 and the Balance Sheet as at March 31,2002 and Directors' and Auditors' Reportsthereon.2. To declare dividend.3. Toappoint a Director inplaceof Mr.Shishir K.Diwanji who retires by rotation and, beingeligible, offers himsef for reappointment.4. To appoint a Director in place of Mr. J.M.Mukhi who retires by rotation and, beingeligible, offers himsef for reappointment.5. Toappoint Auditors for the current year andto fix theirremuneration.

BY ORDER OF THE BOARD

MumbaiJune 8, 2002

BRAHM VASUDEVACHAIRMAN & CHIEF EXECUTIVE OFFICER

NOTES1. (a) A member entitled to attend and voteat the Meeting isentitled to appoint aproxy to attend and vote instead of

himsef and such proxy need not be a

member of the Company. Proxies, inorder to bevalid, must be lodgedat theRegistered Office of the Company notless than forty-eight hours before thecommencement of the meeting.

(b) Members/Joint shareholder(s) / Proxiesare requested to bring the attendanceslips duly completed and signed at themeeting.2. The Register of Members and Transfer Bookswill remain closed from July 24, 2002 to July31, 2002, both days inclusive.3. Dividend, ifapprovedat the meeting, will bemade payable (subject to deductionof tax)to those Members whose names appear onthe Company's Register of Members on July

31,2002.In respect of shares held in electronic form,the dividendwill be payable on the basis ofbeneficial ownership as per details furnishedby the National Securities Depository Limted(NSDL) and the Central Depository Services(India) Limted (CDSL) for this purpose.No tax will be deducted at source fromdividend payable to a resident Indianindividual member, if the amount of dividendpayable to him during the financial yeardoes not exceed Rs. 1000. Where thedividend payable to a resident Indianindividual member exceeds Rs.1000, no taxwill be deducted at source, only if therelevant declaration inForm 15G isfiledwiththe Company induplicate on or before July24, 2002. For issuing necessary TDS certificatefrom theCompany to members inrespect ofwhom tax is deductible at source by theCompany, it is essential that such members

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inform their Income-tax permanent accountnumber to the Company on or beforeJuly 24, 2002.4. Dividend for the financial year endedMarch 31, 1996 and thereafter which remainsunclaimed for a period of sevenyears will be

transferred to the Investor Education AndProtection Fund of the Central Government.Members who have not encashed theirdividend warrant(s) for the financial yearended March 31, 1996or thereafter arerequested to contact the Company's ShareTransfer Agent.5. Members are requested to

(a) bring their copy of the Annual Reportwith them to the Annual GeneralMeeting.(b) notify immediately the change ofaddress/change in bank details if any,to the Company's Registrar and ShareTransfer Agent M/s. Intime Spectrum

Registry Private Limted, 260, ShantiIndustrial Estate, Sarojini Naidu Road,Mulund (West), Mumbai 400 080 quotingtheir folio number. However, membersholding shares in electronic form mayplease note that as per the regulationsof NSDL and CDSU the Company isobliged to print the bank details on thedividend warrants as furnished by theseDepositories of the Company and theCompany will no t entertainany requestfor deletion/change in bank detailsalready printed ondividend warrants asper information received from theconcerned Depositories.

BY ORDER OF THE BOARD

MumbaiJune 8, 2002

BRAHM VASUDEVACHAIRMAN & CHIEF EXECUTIVE OFFICER

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H A W K I N S COOKERS L IMITEDANNUAL R E P O R T 2001 - 2002

C O N T E N T SDirectors' Report 2Auditors'ReportBaanceSheet

Profit & Loss AccountSchedules

Cash Flow StatementFive Year Performance

467820Inside Back Cover

BOARD OF DIRECTORSBrahmVasudeva

CHAIRMAN & CHIEF EXECUTIVE OFFICERM A Teckchandani

EXECUTIVE DIRECTOR - OPERATIONSK Sundararaghavan

EXEClfflVE DIRECTOR - FINANCE & ADMINISTRATIONJ MMukhi Shishir KDlwani Gersonda Cunha Gen. V N Sharma (Retd.)

Shishir K DiwaniCHAIRMAN

AUDIT COMMITTEEGersonda Cunha K Sundararaghavan

COMPANY S E C R E T A R YHutoxi Bhesania

R E G I S T E R E D OFFICEMaker Tower F 101, Cuffe Parade, Mumba 400 005 Inda

Tel: 218 6607 Fax: 218 11 90RE G ISTRA R AND SHARE T R A N S F E R AGENT

IntimeSpectrumRegistry Pvt. Ltd.260, Shanti Industria Estate,

Sarojinl Nadu Road,Mulund (West),Mumba 400 080

Tel: 592 38 37 Fax: 567 26 93

A U D I T O R SA F Ferguson & Co.S O L I C I T O R SDesai & DiwaniCrawford Bayley & Co.BANKERSDenaBankPunjab Nationa BankThe Hongkongand Shangha BankingCorporationLimtedThe Saraswat Co-operative Bank LimtedCorporationBank

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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 hovethehonour to present our 42nd report

andauditedstatement ofaccounts for theyear endedMarch 31,2002.2001-02 Operations

We regret to report the f i rst loss in afull year since 1961.

Total incomewas Rs. 1163 mllion,down 11% overthe previous year. Loss before tax was Rs.32.2 mllion(previous year: profit beforetax Rs.24.9 mllion). The netloss after tax for the year was Rs.20.6 mllion (previousyear: net prof t after tax R s . 18.7 mllion).

The main reason for the loss is a 19% decline inthe volume of our pressure cookers sold in Inda ascomparedwith the previous year. The maor reasons orthesaesdeclines are:

Following the increase inCentra Excise Duly onpressure cookers from 8% to 16% in March 2000, thegrowth of the total pressure cooker market in Indahasbeenaffectedadversey for the last two years.

Following theterrorist attacks inSeptember andDecember 2001 and the riots in Gujarat and esewhereand the growing tension between Indaand Pakistan inthe March quarter 2002, disturbed market conditionshave affected sales adversey.

Owing to "loss-leading" in Hawkins pressurecookers by large wholesalers, which results in priceinstabilityand uncertanty in themarket, therehasbeena down-stocking of our pressure cookers bydeaers generaly.

After considerable thought, analysis anddiscussion with our dealers and internally, we havedecidedto launch a newsaespolicy in hecurrent yearwhich isdesigned to be more effective under the nowprevailing market conditions and to improve ourdstribution considerably.

FOB valueof exports was Rs.73.5 mllion, up by

10% over the previous year (Rs,66.8 mllion). ForegnExchange used in the year under report wasRs.26,2 mllion (previous year: Rs.l 6.3 mllion).

Duringtheyearwelaunchedsevennewmodesof pressure cookers: new shape Contura 5 Litre;Hawkins Stainless Stee in 2 litre, 4 litre, 6 litreand 8 litre;Stainless Stee Futura 4 litre and hard anodised Futura6 litre. In Futura Cookware, we launched six items:Cook-N-Serve Bowl 2 litre; SaucePan 1 litre; IndanStyleFrying Pan 22cm; Frying Pan 22cm with Glass Lid andtwo additional cookware sets. In Hawkins Non-StickCookware we launched nine items: Tava 22cm;IndanStyle Frying Pan 26cm Frying Pan 22cm with GlassLid; Saute Pan 2 litre with Glass Lid; Sauce Pan 3 litrewith Glass Lid; FryingPan 26cm withGlass Lid;Stir Fry Panwith Glass Lid; Saute Pan 3.25 litre with Glass Lid; andanadditional cookware set,

The expendtureonResearchandDeveopmentwas Rs.l4.4 mliion, 1.2% of turnover (previous year:Rs.l 6.5 mllion, 1.2%). Required detals aregiven in theAppendix. Efforts continued in our factories to saveenergy wherever possible,

We appreciate the contributions of allemployees and associates. None of our employeesreceived gross remuneration exceeding the limtsprescribed in the Section 217(2A) of the CompaniesAct 1956.Dividend

We recommend Re.l per share as dividendsubject to deduction of tax (previous year: Rs.3.00 pershare freeof tax).Appropr iat ions

The amount available for appropriation isRs.5.3 mllion (previous'year: Rs.35.8 mllion) aftertaking into account the loss after tax of Rs.20.6 mllion(previous year profit after tax: Rs. l8 .7 mllion), theamount brought forward from last year of

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Rs.16.4 mllion (previous year: Rs.18.1 mllion) and atransfer fromGenera Reserve of Rs.9.6 mllion (previousyear: nl). Wepropose Rs.5.3 mllion as provision fordvidend(previousyear: Rs. 15.9 mllion); tax on dstributedprofits on proposed dividend is nil (previousyear: Rs. 1.6 mllion); transfer to Genera Reserve is nil(previous year:Rs.2.00 mllion); and surplus carriedto theBaance Sheet is nil (previous year: Rs. 16.4 mllion).Fixed Deposits

Of the fixed deposits maturing for paymentprior to March-31, 2002, 7 fixed deposits amountingto Rs.38,198 were neither renewed nor claimedtill March 31,2002.Directors' Responsibility Statement

The Board confirmsthat:1. In thepreparationof theannuaaccounts, the

applicableaccounting standards have been followedand proper explanation given relating to materialdepartures.

2. The drectors haveseectedsuchaccountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a trueand fair view of the stateofaffairs of theCompany at the end of the financia yearand of theprofit/lossof theCompany for that period.

3. The drectors have taken proper and sufficientcare for the maintenance of adequate accountingrecords inaccordance with the provisions of theCompanes Act 1956, for safeguardng the assets oftheCompany and for preventing and detecting fraudandother irregularities.

4. The directors have prepared the annuaaccounts on agoingconcernbasis.Directors

Mr. Shishlr K, Diwani and Mr. J. M. Mukhi retireby rotation and, being eligible, offer themselves

for reappointment.Mr. B M. Rai's term of appointment as

Managing Director of the Company ended onNovember 11, 2001, after 24 years of dstinguishedservice to your Company. At the Annual GeneralMeeting held on July 31, 2001 , members hadappointed Mr. B. M. Rai as a Non-Executive Directorof the Company with effect from November 12, 2001.However, Mr. Rai wrotea letter dated November 11,2001, in which he stated: "Although I hadconsented to this appointment and was lookingforward to servingon the Board of Hawkins CookersLimted as Non-ExecutiveDirector, I have reconsideredthe matter in the light of my current personalcircumstances and would now advise that Iamunable to accept this appointment due to personareasons". Consequently, Mr. Rai nevercommencedhisappointment as a Non-Executive Director. The Directorswish to placeon record ther high appreciation for thecontribution madeby Mr. B.M. Rai during his tenureasManaging Director.C o r po r a te Governance

Necessary steps are beng akenfor compiancewithin the prescribed time frame with Clause49 of theListing Agreement on Corporate Governance whichbecomes applicable to the Company during thecurrent financia year 2002-03.Auditors

Messrs. A. F. Ferguson & Co., retire and, bengeigible, offer themseves for reappointment.

ON BEHALF OF THEBOARD OF DIRECTORS

MumbaJune8, 2002 BRAHM VASUDEVACHAIRMAN & CHIEF EXECUTIVE OFFICER
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Hawkins Cooker Ltd 2002

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