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Beardsell Ltd.

BSE: 539447 Sector: Industrials
NSE: BEARDSELL ISIN Code: INE520H01022
BSE LIVE 15:26 | 25 Sep 75.45 3.55
(4.94%)
OPEN

75.45

HIGH

75.45

LOW

74.05

NSE 15:59 | 25 Sep 76.05 2.55
(3.47%)
OPEN

77.15

HIGH

77.15

LOW

74.05

OPEN 75.45
PREVIOUS CLOSE 71.90
VOLUME 16733
52-Week high 103.67
52-Week low 32.50
P/E 55.89
Mkt Cap.(Rs cr) 212
Buy Price 75.45
Buy Qty 2199.00
Sell Price 0.00
Sell Qty 0.00
OPEN 75.45
CLOSE 71.90
VOLUME 16733
52-Week high 103.67
52-Week low 32.50
P/E 55.89
Mkt Cap.(Rs cr) 212
Buy Price 75.45
Buy Qty 2199.00
Sell Price 0.00
Sell Qty 0.00

Beardsell Ltd. (BEARDSELL) - Chairman Speech

Company chairman speech

CHAIRMAN

NOTICE IS HEREBY GIVEN that the Seventy Sixth Annual General Meeting of the Companywill be held on Tuesday, the 13th August, 2013 at 10.00 A.M. at "Mini Hall"Satguru Gnananada Hall, Narada Gana Sabha, 314, T.T.K Road, Chennai 600018 to transact thefollowing business:

AS ORDINARY BUSINESS

1. ADOPTION OF ACCOUNTS

To consider and if thought fit, to pass with or without modification, the followingresolution as an Ordinary Resolution:

"RESOLVED THAT the Balance Sheet as at 31st March 2013, the Statement of Profitand Loss of the Company with the Schedules and Cash Flow Statement for the year ended 31stMarch, 2013 together with the Directors Report and the Auditors' Report thereon, be andare hereby approved and adopted."

2. TO DECLARE A DIVIDEND

To consider and if thought fit, to pass with or without modification, the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the recommendation of the Board of Directors, Dividendat the rate of Re.1.00 (10 percent) per share be paid as Dividend for the year ended 31 srMarch, 2013 to those share holders whose name appears in the Register of Members on 4thAugust, 201 3."

3. APPOINTMENT OF DIRECTORS

To consider and if thought fit, to pass with or without modification, the followingresolution as an Ordinary Resolutions:

a) "RESOLVED THAT Mr. V. Thirumal Rao, who retires by rotation and being eligiblefor reappointment be and is hereby appointed as a Directorof the Company."

b) "RESOLVED THAT Mr. V.J. Singh who retires by rotation and being eligible forreappointment be and is hereby appointed as a Directorof the Company."

4. APPOINTMENT OF AUDITORS

To consider and if thought fit, to pass with or without modification, the followingresolution as an Ordinary Resolution:

"RESOLVED THAT the Auditors of the Company! Messrs. Deloit+e Haskins & Sells(DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S)who retire at this meeting, being eligible and willing to act as auditors of the Company,be and are hereby appointed Auditors of the Company to hold office till the conclusion ofthe next Annual General Meeting of the Company on a remuneration as the Board of Directorsof the Company may determine, in addition to traveling and out of pocket expenses"

AS SPECIAL BUSINESS

ORDINARY RESOLUTION

5. Appointment of Mr. Amrith Anumolu as "Executive Director".

To consider and if thought fit, to pass with or without modification, the followingresolution as Ordinary Resolution.

"RESOLVED THAT subject to the provisions of Section 1 98, 269, 309, 310, ScheduleXIII and all other applicable provisions, if any, of the Companies Act, 1956, theAppointment of Mr.Amrith Anumolu, as Executive Director fora period of five years witheffect from 1 st April, 201 3 on the following terms and conditions as approved by theRemuneration Committee and Board of Directors on 01/04/2013 be and is hereby approved,ratified and confirmed"

a) Salary : Rs. 70000/-Per month
b) Commission : 1 % of the Net Profit
c) Perquisites : Perquisites are classified into
Three Categories A, B and
C as follows:

CATEGORY A

HOUSING

a) The expenditure incurred by the Company on hiring unfurnished residentialaccommodation will be subject to a ceiling of 60% of the salary;

b) Where accommodation in the Company Owned house is provided, the Company shall deduct20% of salary of the Executive Director. Wherever the Company does not provideaccommodation, House Rent allowance shall be paid in accordance with (a) above.

GAS, ELECTRICITY AND WATER

Reimbursement of Expenditure incurred on gas, electricity and water.

MEDICAL REIMBURSEMENT

Expenses incurred for the Executive Director and his family, subject to a ceiling ofone month's Salary in a year or three month's salary over a period of three years.

LEAVE TRAVEL CONCESSION

For the Executive Director and his family, once in a year incurred in accordance withthe Company Rules.

CLUB FEES

Fees for clubs subject to a maximum of two clubs. This will not include admission andlife membership fees.

PERSONAL ACCIDENT INSURANCE

Premium not to exceed Rs. 1 000/- per annum.

CATEGORY "B"

Contribution to Provident Fund, Superannuation Fund and Gratuity as perthe Company'srules.

CATEGORY "C"

Provision of car for use on Company's business and telephone at residence will not beconsidered as perquisites. Personal long distance calls on telephone and use of car forprivate purpose shall be billed by the Company to the Executive Director.

The remuneration aforesaid including the benefits and amenities but with the exceptionof the commission payable on Net Profits be paid and allowed as minimum remuneration forany year in the event of loss or inadequacy of profits though it exceeds the ceiling limitprescribed in Section 1 98 and 309 of The Companies Act, 1956.

The Executive Director shall not be paid any sitting fees for attending the meetings ofthe Board of Directors or Committee.

The Executive Director shall not be liable to retire by rotation as a Director.

"RESOLVED FURTHER THAT the authority be and is hereby granted to the Board ofDirectors to alter and vary the terms and conditions of the said appointment includingauthority, from time to time, to determine the amount of salary and commission as also thetype and amount of perquisites and other benefits payable to Mr.Amrith Anumolu, in suchmanner as may be agreed to between the Board of Directors and Mr.Amrith Anumolu provided,however, that the remuneration payable to him shall not exceed the limits specified underSchedule XIII of the Companies Act, 1956, including any amendment, modification, variationor re-enactmentthereof."

"RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of profitsin any financial year, during the term of office of Mr.Asmrith Anumolu theremuneration payable to him by way of salary, allowances, commission and perquisites shallnot, without the approval of Central Government (if required), exceed the limitsprescribed under the Companies Act, 1956, or any amendment, modification, variation orre-enactment thereof."

"RESOLVED FURTHER THAT the information provided above shall be treated as anAbstract under section 302 of the Companies Act, 1956.

"RESOVED FURTHER THAT Mr.K.Murali, Company Secretary be and is hereby authorisedto sign and file all forms/applications and other documents with all statutory authoritiesand generally to do all acts deed and things in order to give effect to the aboveresolution."

6. Alteration of Article 171 of the Articles of Association:

To consider and if thought, fit, to pass with or without modification, the followingResolution as Ordinary Resolution:

"RESOLVED to amend article 171 of the Articles of Association as under:

"The Board of Directors may at any time, by way of a resolution to the effect thatit is desirable to capitalise any undivided profits of the Company (including thewhole<or any part of the undivided profits, standing to the credit of any reserve fund,suspense account or premium on shares account) and that the same be set free fordistribution among the shareholders as fully paid equity shares and any such sharesallotted, pursuant to approving resolution, shall be credited as fully paid up, by meansof the profits aforesaid."

7. INCREASE IN BORROWING POWERS

To consider and if thought fit to pass with or without modification, the followingResolution as Ordinary Resolution:

"RESOLVED THAT pursuant to sections 293(1) (d) of the Companies Act, 1 956 andArticle 73 of the Articles of Association of the Company, consent be and is herebyaccorded to the Board of Directors of the Company to borrow from time to time as it mayconsider fit any sum or sums of money not exceeding Rs.60 Crores (Rupees Sixty CroresOnly) apart from temporary loans obtained from the Company's Bankers in the ordinarycourse of business on such terms and conditions as the Board may deem fit notwithstandingthat the monies to be borrowed together with monies already borrowed by the Company (apartfrom temporary loans obtained from the Company's Bankers in the ordinary course ofbusiness) will exceed the aggregate of the Paid up Capital of the Company and its FreeReserves that is to say Reserves not set apart for any specific purpose."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doand perform all such acts, deeds, matters and things and to take such steps as may benecessary or desirable to give effect to this resolution.

By order of the Board
Bengaluru K. Murali
May 30, 2013 Company Secretary