1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. The instrument appointing a proxy must be lodged at the registered office of thecompany at least 48 hours prior to the time fixed for the meeting.
3. The Register of Members and the Share Transfer Register of the company will remainclosed from Wednesday, the 7th August, 2013 to Wednesday, the 14th August, 2013(both days inclusive).
4. Members are requested to contact the Registrar and Share Transfer Agents for allmatters connected with the Company's shares at: M/s Adroit Corporate Services Pvt.Ltd.,17-20, Jaferbhoy Industrial Estate,1sl Floor, Makwana Road, Marol Naka,Andheri (East), Mumbai -400 059. Tel : 28594060 / 28594442 / 28594428 Fax : 28503748
5. Members are requested to notify immediately on any change, if any, in theiraddress/mandate/bank details to their Depository Participants (DPs) in respect of theirelectronic share accounts and to the Company's Registrar & Share Transfer Agents inrespect of their physical share folios.
6. The Company has already transferred, all unclaimed dividend declared upto thefinancial year ended 31st March, 1994 to the General Revenue Account of the CentralGovernment as required by the Companies Unpaid Dividend (Transfer to the General RevenueAccount of the Central Government) Rules, 1978. Those shareholders who have so far notclaimed their dividend upto the year ended 31 st March, 1994 may submit their claim to theRegistrar of Companies, Maharashtra, CGO Complex, 2nd Floor, CBD, Belapur in theprescribed form.
7. Pursuant to the provision of Section 205A of the Companies Act, 1956, as amended,dividend for the financial year ended 31st March, 1995 and thereafter, which remain unpaidor unclaimed for a period of 7 years will be transferred to the Investor Education andmeasures by which manpower requirements will be rationalized and administrative expenseswill be pruned. The focused credit control norms for the customers and improved agreedterms with the Bankers would result in reduction of the finance cost. Targeted betterproduct mix through strategic marketing policies would improve the bottom line.
3) Expected increase in productivity and profits in measurable terms
With all-round cost rationalization, the Company is expected to improve its performancein the current year. The expected rapid growth in new Product Lines and operations of thecompany in coming years will certainly generate adequate profits.
This may be treated as abstract of the terms of the agreements pursuant to Section 302of the Act.
A copy of the draft agreement referred to in the resolution is open for inspection bymembers at the registered office of the company during office hours between 11.00 a.m. and1.00 p.m.on all days except Saturdays, Sundays and public holidays upto the date of AnnualGeneral Meeting.
The Directors commend the Resolution at Item No. 5 for your approval.
Except Mr. Nishith P. Deodhar, Mr. P.S. Deodhar and Mrs. A. P. Deodhar, none of theother Directors of the company is in any way concerned or interested in the resolution.
INFORMATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT IN RESPECT OFDIRECTORS BEING APPOINTED/ RE-APPOINTED
Mr. P.S. Deodhar-Chairman
Mr. P.S. Deodhar is BE (Telecommunication), Distinguished Fellow I.E.T.E, India, FellowI.E.E.E (USA), Fellow Indian Academy of Engineers and Hon. Fellow Broadcast EngineeringSociety. He is a founder member of the Company, and past Chairman of ElectronicsCommission & Advisor to Prime Minister on Electronics. He is presently the Chairman ofthe Company
Mr. P.S. Deodhar is recipient of International Award for "Engineering Manager ofthe year 1990" from Engineering Management Society, IEEE, USA. He was Advisor toPrime Minster of India from the year 1985 to 1990, during this period output of IT &Electronics sectors in Indian Economy grew from 12 billion (83-84) to 94 billion (89-90).He initiated delicensing of the Electronics & IT Industry in India. He wascontributory towards turning around from loss making to profitable public sector companieslike ET & T Limited and Meltron Limited.
He is also Director in Origin Instrumentation Pvt. Ltd., Deodhar Electro Design Pvt.Ltd., Devize (India) Pvt. Ltd., Printquick Pvt. Ltd., Contech Soft-tech Solutions Pvt.Ltd., Telemetra Systems Pvt. Ltd., Steckbeck Jewellery Pvt.Ltd.
Mr. A.G. Joshi -Independent Director
Mr. A.G. Joshi is a Post Graduate in Science faculty and did his Management studiesfrom Pune University. He is having working experience in the Banking field with Bank ofMaharashtra for 30 years, 3 years in Indian Bank as Executive Director and 3 years in DenaBank as Chairman and Managing Director.
He is also Director in Unity Infra Projects Limited, Tarmat Ltd., Videocon IndustriesLtd., GDA Trusteeship Ltd., Pune, Phadnis Resorts & Spa India Ltd., Phadnis PropertiesLtd., Phadnis Infrastructure Ltd., Phadnis Infrastructure India Ltd., Phadnis PowerProjects Pvt Ltd., Phadnis Telecom, Sahil Hospitality Ltd., Saraswat Co-op. Bank Ltd.
| ||By order of the Board |
| ||Rajesh K. Deherkar |
| ||Company Secretary & |
|Place : Thane ||Finance Controller |
|Dated :30th May, 2013 || |
|Registered Office: || |
|Aplab House, || |
|A-5, Wagle Estate, || |
|Thane-400 604 || |