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ANNUAL REPORT 2004 2005

22

ND

Kalimati Investment Company Limited

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KALIMATI INVESTMENT COMPANY LIMITED TWENTYSECOND ANNUAL REPORT 2004-2005

Board of Directors
(As on 9th May, 2005) Mr. Koushik Chatterjee, Chairman Mr. K. D. Patel Mr. P. D. Karkaria Mr. R. Balasubramanian Mrs. S. S. Kudtarkar Audit Committee Mr. P. D. Karkaria, Mr. R. Balasubramanian Mrs. S. S. Kudtarkar Asset-Liability Committee Mr. P. D. Karkaria, Mr. R. Balasubramanian Mrs. S. S. Kudtarkar Company Secretary Mr. Subhash Sawant
Registered Office Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001.

Bankers
Standard Chartered Bank

Auditors Messers S. B. Billimoria & Co. Chartered Accountants

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TWENTY-FIRST ANNUAL REPORT 2004-2005

NOTICE
The Twenty-second Annual General Meeting of Kalimati Investment Company Limited will be held at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001 on, 30th August, 2005 at 3.00 p.m to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Profit & Loss Account for the year ended 31 st March 2005 and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditor's Report thereon. To declare dividend on equity shares. To appoint a Director in place of Mrs. S. S. Kudtarkar who retires by rotation and being eligible offers herself for reappointment. To appoint the Auditors and fix their remuneration.

2. 3.

4.

SPECIAL BUSINESS 5. to consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: "RESOLVED that Mr. Koushik Chatterjee be and is hereby appointed as Director of the Company liable to retire by rotation" 6. To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to Sections 269, and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby approves of the appointment of Mr. Subhash Sawant, as Manager for the period of 5 years w.e.f. 9th May, 2005 upon the terms and conditions set out in the draft Agreement submitted to this Meeting and for identification signed by a Director thereof, which Agreement is hereby specifically sanctioned with liberty to the Directors to alter and vary the terms and conditions of the said appointment and/or Agreement in such manner as may be agreed to between the Directors and Mr. Subhash Sawant." NOTE: 1. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Explanatory Statement pursuant to the provisions of Section 173(2) of the Companies Act, 1956 is annexed thereto.

KALIMATI INVESTMENT COMPANY LIMITED (Subhash Sawant) COMPANY SECRETARY Mumbai, 9th May 2005 Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai-400001.

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KALIMATI INVESTMENT COMPANY LIMITED

EXPLANATORY STATEMENT
Item No. 5 Mr. Koushik Chatterjee was appointed as Director on 2nd August, 2004 in the casual vacancy caused by the resignation of Mr. R.C. Nandrajog. As per the provisions of Section 262 of the Companies Act, 1956 and the Articles of Association of the Company, he holds office upto the date to which the director in whose place he was appointed would have held office if it had not been vacated. Since Mr. R.C. Nandrajog was liable to retire by rotation at this Annual General Meeting, Mr. Koushik Chatterjee hold office upto the ensuing Annual General Meeting, and being eligible, offers himself for appointment as Director of the Company. Your Directors commend the Resolution for the acceptance of the shareholders. None of the Directors except Mr. Koushik Chatterjee is concerned or interested in this Resolution. Item No. 6 The Board at its meeting held on 9th May, 2005 had appointed Mr. Subhash Sawant, the Company Secretary as Manager of the Company for a period of 5 years with effect from 9th May, 2005 subject to the approval of the shareholders of Company. Mr. Subhash Sawant, a qualified Company Secretary, is seconded to the Company by The Tata Iron and Steel Co. Ltd., the holding Company. The Board therefore commends his appointment as Manager of the Company in accordance with the provisions of Sections 269 of the Act. The draft agreement between the Company and Mr. Subhash Sawant contains the following main terms and conditions:I. The Manager shall, subject to the supervision and control of the Board of Directors be entrusted with certain powers of management of the affairs of the Company and shall also perform such other duties as may, from time to time, be entrusted to him by the Board of Directors. Period of Agreement: 5 years with effect from 9th May, 2005. Remuneration: Mr. Subhash Sawant will not draw any remuneration from Kalimati Investment Company Limited. The terms and conditions of the said appointment and/or Agreement may be altered and varied from time to time by the Board of Directors as it may, in its discretion, deem fit. The Agreement may be terminated by either party giving the other party one month's notice. In compliance with the provisions of Section 269 read with Schedule XIII of the Act, the terms of appointment specified above are now being placed before the Members in General Meeting for their approval.

II. III. IV. V. VI.

The draft Agreement between the Company and Mr. Subhash Sawant is available for inspection by the Members of the Company at its Registered Office between 11.00 a.m. and 1.00 p.m. on any working day of the Company. The Resolution is commended for acceptance by the shareholders. None of the Directors is concerned or interested in this Resolution.

KALIMATI INVESTMENT COMPANY LIMITED (Subhash Sawant) COMPANY SECRETARY Mumbai, 9th May 2005 Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai-400001.

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TWENTY-SECOND ANNUAL REPORT 2004-2005

Directors' Report
TO THE MEMBERS, The Directors hereby present their Twenty-second Annual Report on the operations of the Company and the audited accounts for the year ended 31st March, 2005. Financial Results Directors: During the the year Mr. R.C. Nandrajog, Chairman of the Company resigned on account of his superannuation. Your directors wish to place on record their sincere appreciation for the services rendered by Mr. R.C. Nandrajog during his tenure as Chairman of the Company. Mr. Koushik Chatterjee was appointed as Director and Chairman of the Company on 2nd August, 2004 in the casual vacancy caused by the resignation of Mr. R.C. Nandrajog. In accordance with the provisions of the Companies Act 1956 he will hold office upto the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. In accordance with the provisions of the Companies Act 1956, Mrs.Sandhya Kudtarkar, Director, retires by rotation and is eligible for re-appointment. Auditors: M/s. S.B. Billimoria and Company, the present auditors of the Company retire and, being eligible, offer themselves for reappointment. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Being an investment company, there are no particulars to be furnished in this report as required by Section 217(1)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption. There was no foreign exchange earnings or outgo during the year. Employees: The Company has no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956. Directors' Responsibility Statement: As required under Section 217(2A) of the Companies Act, the Directors hereby confirm that:i) in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii) they have, in the selection of Accounting Policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period; iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis. On behalf of the BoarcKof Directors Mumbai, 9th May, 2005 KOUSHIK CHATTERJEE Chairman

Previous Year Rupees Rupees Lakhs Lakhs 5094.51 4603.71 3200.41 7804.12 866.67 670.67 2975. 18 3645.85

Total Income Net Profit for the year after taxes was Adding thereto balance brought forward from the previous year the total profit amounts to The Directors have appropriated as under to: Special Reserve Interim Dividend Tax on Interim Dividend General Reserve Proposed Dividend (10%Final Dividend + 10%Spl.Divident) Tax on proposed Dividend TOTAL Leaving a balance of to be carried forward

920.74 00.00 0.0 00 350.00 325.75 4.9 63 1644.88 6159.24

134. 13 81.94 10.50 34.00 163.87 21.00 445.44

3200.41

Dividend: The Directors are pleased to recommend dividend @Re.2 per share (including Special Dividend @ R e . 1 per share) aggregating to Rs.327.75 lakhs (Previous Year Rs.0.5 per share Interim Dividend and Rel.OO per share Final dividend) including dividend tax of Rs.45.97 lakhs for the year ended 31st March, 2005. (subject to approval of the members of the Company in Annual General Meeting) Operations: The year under review was a successful year as Income from all the activities of the Company increased substantially. The income from investments almost doubled during the year to Rs.1100.72 lakhs as against Rs.585.31 lakhs pre-vious year due to larger payouts from our major companies. During the year, your company offered 4,13,688 Equity Shares of Tata Consultancy Services Limited in its Initial Public Offer, disinvested its entire stake in Stewarts & Lloyds and TKM Transport Management Services Limited and also sold few stocks from its portfolio and generated a profit on sale of shares amounting to Rs.3713.47 lakhs. The Profit before tax (PBT) increased from the Rs.670.67 in the previous year to Rs.4603.95 lakhs in the current year. During the year, your Company has made various long-term investments viz. Rs.1347.46 lakhs in equities of Tata group companies, Rs.297.84 lakhs in Initial Public Offerings (IPOs) and also Rs.2200 lakhs in the Capital Gain Tax saving Bonds to save tax.

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