Bhel Manual

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C O N T E N T S
Notice of AGM
9 12 14 15

BHEL at a Glance Five Year Summary Directors' Report
Management Discussion and Analysis Auditors' Report & CAG Comments Conservation of Energy etc. Corporate Governance Resume of Directors proposed for appointment/re-appointment as per Listing Agreement

Audited Accounts
Significant Accounting Policies Balance Sheet Profit & Loss Account Schedules

60

Cash Flow Statement Product Profile

99 111

Bharat Heavy Electricals Limited
Regd. Office: BHEL House, Siri Fort, New Delhi-110049

NOTICE
Notice is hereby given that the 39th Annual General Meeting of the Members of BHARAT HEAVY ELECTRICALS LIMITED will be held on `Tuesday' the 30th September 2003 at 10.00 A.M. at FICCI Auditorium, Barakhamba Road (Tansen Marg), New Delhi-110001, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2003 and the Profit & Loss Account for the financial year ended on that date together with the Reports of the Directors and Auditors thereon. 2. To declare dividend. 3. To appoint a Director in place of Shri A C Wadhawan, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Dr. Anand Patkar, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Shri G P Gupta, who retires by rotation and being eligible, offers himself for re-appointment. 6. To fix the remuneration of the Auditors. SPECIAL BUSINESS 7. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution : "RESOLVED THAT Shri Ishan Shankar, who was appointed as a Director pursuant to Article 67 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 and who holds Office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing, from the Director himself pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company." 9 8. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: "RESOLVED THAT Shri A Didar Singh, who was appointed as a Director pursuant to Article 67 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 and who holds Office upto the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing, from the Director himself, pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company." By Order of the Board of Directors Sd/(N K SINHA) COMPANY SECRETARY New Delhi Dated: 29th August, 2003 Registered Office: "BHEL House", Siri Fort, New Delhi-110 049. Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS (48 HRS) BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL MEETING. BLANK PROXY FORM IS ENCLOSED.

2. Relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of Special Business as set out above is annexed hereto. 3. Brief resume of each of the Directors proposed for appointment and re-appointment is given as Annexure-5 to the Directors' Report. 4. Shri A C Wadhawan, Dr. Anand Patkar and Shri G P Gupta, directors of the company retire by rotation and, being eligible, offer themselves for re-appointment. However, as per terms of their appointment, the tenure of Shri A C Wadhawan & Dr. Anand Patkar is upto 14.06.2004 and that of Shri G P Gupta upto 13.08.2004. 5. The Register of Members and Share...
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