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BGR Energy Systems Ltd.

BSE: 532930 Sector: Engineering
NSE: BGRENERGY ISIN Code: INE661I01014
BSE LIVE 15:56 | 09 Dec 118.15 1.50
(1.29%)
OPEN

116.80

HIGH

120.90

LOW

116.00

NSE LIVE 15:45 | 09 Dec 118.00 1.60
(1.37%)
OPEN

116.40

HIGH

120.80

LOW

116.15

OPEN 116.80
PREVIOUS CLOSE 116.65
VOLUME 60044
52-Week high 138.80
52-Week low 89.40
P/E 21.96
Mkt Cap.(Rs cr) 852.57
Buy Price 118.15
Buy Qty 408.00
Sell Price 0.00
Sell Qty 0.00
OPEN 116.80
CLOSE 116.65
VOLUME 60044
52-Week high 138.80
52-Week low 89.40
P/E 21.96
Mkt Cap.(Rs cr) 852.57
Buy Price 118.15
Buy Qty 408.00
Sell Price 0.00
Sell Qty 0.00

BGR Energy Systems Ltd. (BGRENERGY) - Chairman Speech

Company chairman speech

Chairman

BGR ENERGY SYSTEMS LIMITED

Notice is hereby given that the 27th Annual General Meeting of the Membersof BGR Energy Systems Limited will be held at the Registered Office at A-5, PannamgaduIndustrial Estate, Ramapuram Post, Sullurpet Taluk, Nellore District, Andhra Pradesh - 524401 at 3.00 p.m. on Wednesday, September 25, 2013 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2013, theStatement of Profit and Loss for the year ended on that date and the reports of the Boardof Directors and Auditors thereon.

2. To declare a dividend on equity shares.

3. To appoint a director in the place of Mrs.Sasikala Raghupathy, who retires byrotation and being eligible, offers herself for re-appointment.

4. To appoint a director in the place of Mr. Heinrich Bohmer, who retires by rotationand being eligible, offers himself for re-appointment.

5. To appoint a director in the place of Mr. A.Swaminathan, who retires by rotation andbeing eligible, offers himself for re-appointment.

6. To appoint Auditors of the company to hold office from the conclusion of thismeeting until the conclusion of the next annual general meeting and to fix theirremuneration.

SPECIAL BUSINESS

7. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution:

"RESOLVED that Mr. K.Chandrashekhar, in respect of whom the Company has received anotice in writing from a member proposing him as a candidate for the office of Directorunder Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director ofthe Company and he is liable to retire by rotation."

8. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and otherapplicable provisions, if any of the Companies Act, 1956 ("the Act") read withSchedule XIII of the Act (including statutory modification thereof for the time being inforce) and subject to the approval of the Central Government, if required under the Act,the approval of the shareholders is hereby granted for the appointment of Mr. K.Chandrashekhar to the office of Whole Time Director of the Company, for a period of 5(Five) years with effect from November 1, 2012 on the terms and conditions as set outbelow and that the Board of Directors be and is hereby authorized to alter and vary theterms and conditions of the said appointment and remuneration within the overall limits asprescribed in Schedule XIII of the Companies Act, 1956 and as may be amended from time totime."

A. Designation : Director - Projects

B. Remuneration

Sl. No. Description Amount (Rs.)
1. Salary 2,00,000 per month
2. Allowances and Perquisites 5,57,000 per month
3. Performance Linked Incentive 45,00,000 per annum
4. Annual Ex-gratia / bonus As per the rules of the Company
5. Other benefits Mr. K. Chandrashekhar shall be entitled to casual leave, privilege leave and sick leave, company's contribution to provident fund, gratuity, leave encashment, use of the company's car and other benefits as per rules of the Company.

C. The allowances and perquisites include the following:

(i) House rent allowance

(ii) Education allowance

(iii) Fuel and car maintenance reimbursement

(iv) Medical reimbursement for self and family

(v) Telephone at residence and mobile phone

(vi) Leave travel Allowance

(vii) Attire reimbursement

(viii) Driver salary reimbursement

(ix) Other permissible allowances and reimbursements as per rules of the Company.

D. Performance Linked Incentive :

The appointee shall be entitled to a performance linked incentive of Rs. 45,00,000(Rupees Forty five lakhs only) per annum. The Board shall determine the standards ofperformance and evaluation criteria on an annual basis.

The standards so determined by the Board may include the following:

(a) Execution of contracts of the Company

(b) Sales achieved for each financial year (Revenue recognised as per AccountingStandard 7)

(c) Achievement of budget contribution, EBIDTA and profit before tax

(d) Collection of receivables / debts

(e) Completion of project milestones

(f) Human resources management.

The allowances and perquisites shall be evaluated, wherever applicable, as per theIncome Tax Act, 1961 and rules made thereunder. In the absence of such rules, they shallbe evaluated at actual cost. However, company's contribution to provident fund, gratuityfund and encashment of leave to the extent, singly or together which are not taxable,shall not be included in the computation of limits for the remuneration.

E. Minimum Remuneration:

The Chairman shall have the power and authority to vary, modify or alter thedesignation and remuneration determined hereinabove; provided however that the designationand remuneration so varied, modified or altered shall be in compliance with the provisionsof the Articles of Association and within the ceilings and limits and in compliance withthe conditions contained in the Schedule XIII of the Companies Act, 1956.

During the term of the appointment, where in any financial year during the tenure ofMr. K. Chandrashekhar, the Company incurs loss or its profits are inadequate, the Companyshall pay to Mr. K. Chandrashekhar the above remuneration by way of salary, perquisitesand performance linked incentive as minimum remuneration, subject however to the limitsspecified under Section II, Part II of Schedule XIII to the Companies Act, 1956.

The aggregate remuneration inclusive of salary, ex-gratia/ bonus, allowances,perquisites, performance linked incentive and other benefits taken together in respect ofMr.K. Chandrashekhar, shall always be subject to the overall ceiling laid down in Sections198, 269 and 309 and other applicable provisions of the Companies Act, 1956.

"FURTHER RESOLVED that the Board be and is hereby authorized to do all such acts,deeds and execute all such documents in writing, as may be required and to delegate all orany of its power herein conferred to any Committee of Directors."

9. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution;

"RESOLVED that Ms. Swarnamugi Karthik, in respect of whom the Company has receiveda notice in writing from a member proposing her as a candidate for the office of Directorunder Section 257 of the Companies Act, 1956, be and is hereby appointed as a Director ofthe Company and she is liable to retire by rotation."

10. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution;

"RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and otherapplicable provisions, if any of the Companies Act, 1956 ("the Act") read withSchedule XIII of the Act (including statutory modification thereof for the time being inforce) and subject to the approval of the Central Government, if required under the Act,the approval of the shareholders is hereby granted for the appointment of Ms. SwarnamugiKarthik, to the office of Whole Time Director of the Company, for a period of 5 (Five)years with effect from February 08, 2013 on the terms and conditions as set out below andthat the Board of Directors be and is hereby authorized to alter and vary the terms andconditions of the said appointment and remuneration within the overall limits asprescribed in Schedule XIII of the Companies Act, 1956 and as may be amended from time totime."

A. Designation : Director - Corporate Strategy

B. Role and Responsibility :

Subject to the superintendence, guidance and control of the Board of Directors andChairman, Ms. Swarnamugi Karthik will be responsible to formulate strategies and forcreating environment to enable operational excellence, productivity, strategic planningand achievement of corporate goals. Ms. Swarnamugi Karthik shall also perform such otherfunctions and duties as shall, from time to time, be entrusted to her by the Board and /or Chairman.

C. Remuneration :

Sl. No. Description Amount (Rs.)
1. Salary 2,00,000 per month
2. Allowances and Perquisites 5,00,000 per month
3. Annual Ex-gratia / bonus As per the rules of the Company
4. Other benefits Ms. Swarnamugi Karthik shall be entitled to casual leave, privilege leave and sick leave, company's contribution to provident fund, gratuity, leave encashment, use of the company's car and other benefits as per rules of the Company.

D. The allowances and perquisites include the following:

i) House rent allowance

ii) Education allowance

iii) Fuel and car maintenance reimbursement

iv) Medical reimbursement for self and family

v) Telephone at residence and mobile phone

vi) Leave travel Allowance

vii) Attire reimbursement

viii) Driver salary reimbursement

ix) Other permissible allowances and reimbursements as per rules of the Company.

The allowances and perquisites shall be evaluated, wherever applicable, as per theIncome Tax Act, 1961 and rules made thereunder. In the absence of such rules, they shallbe evaluated at actual cost. However, Company's contribution to provident fund, gratuityfund and encashment of leave to the extent, singly or together which are not taxable,shall not be included in the computation of limits for the remuneration.

E. Minimum Remuneration:

The Chairman shall have the power and authority to vary, modify or alter thedesignation and remuneration determined hereinabove; provided however that the designationand remuneration so varied, modified or altered shall be in compliance with the provisionsof the Articles of Association and within the ceilings and limits and in compliance withthe conditions contained in the Schedule XIII of the Companies Act, 1956.

During the term of the appointment, where in any financial year during the tenure ofMs. Swarnamugi Karthik, the Company incurs loss or its profits are inadequate, the Companyshall pay to Ms. Swarnamugi Karthik the above remuneration by way of salary, perquisitesas minimum remuneration, subject however to the limits specified under Section II, Part IIof Schedule XIII to the Companies Act, 1956.

The aggregate remuneration inclusive of salary, ex-gratia / bonus, allowances,perquisites and other benefits taken together in respect of Ms. Swarnamugi Karthik, shallalways be subject to the overall ceiling laid down in Sections 198, 269 and 309 and otherapplicable provisions of the Companies Act, 1956.

"FURTHER RESOLVED that the Board be and is hereby authorized to do all such acts,deeds and execute all such documents in writing, as may be required and to delegate all orany of its power herein conferred to any Committee of Directors."

11. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as a Special Resolution ;

"RESOLVED that pursuant to the provisions of Section 314 (1) (b) and otherapplicable provisions, if any, of the Companies Act, 1956 ("the Act"), theconsent of the Company be and is hereby accorded to the remuneration paid to Ms.VaaniRaghupathy as per the details given below and the Board of Directors be and is herebyfurther authorized to revise her remuneration as may be necessary from time to time;provided however that the remuneration so payable to Ms. Vaani Raghupathy shall not exceedRs. 2,50,000/- (Rupees Two lakhs and fifty thousand only) per month except with priorapproval of the Central Government under Section 314 (1B) of the Companies Act,1956."

Remuneration For the period from 1.2.2010 to 30.6.2010 For the period from 1.7.2010 to 30.6.2011 For the period from 1.7.2011 to 6.7.2011
Salary, allowances and reimbursements Rs. 12,100 per month Rs. 12,975 per month Rs. 18,618 per month

12. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution;

"RESOLVED that in partial modification of the resolution passed at the AnnualGeneral Meeting of the Company held on September 24, 2010 and in accordance with theprovisions of Sections 198, 269, 309 and 310 and other applicable provisions of theCompanies Act, 1956 and subject to Schedule XIII of the said Act (including any statutorymodification thereof, for the time being in force), the approval of the shareholders beand is hereby accorded to the following variation of remuneration payable to Mr. V.R.Mahadevan, Director - Technologies & HR for the period from June 01, 2011 to May 31,2012 and with effect from June 01, 2012 for the remainder of the current term ofappointment."

Remuneration For the period from June 01, 2011 to May 31, 2012 Effective from June 01, 2012
(in Rs.) (in Rs.)
Salary per month 2,13,000 2,32,000
Allowances & Reimbursements per month 5,76,500 6,29,000
Performance Linked Incentive (payable on annual basis) 15,00,000 15,00,000

"RESOLVED FURTHER that all other terms and conditions of appointment /remuneration of Mr. V.R. Mahadevan, Director - Technologies & HR as approved by themembers at the Annual General Meeting held on September 24, 2010 shall remainunaltered."

13. To consider and, if deemed fit, to pass the following resolution, with or withoutmodification, as an Ordinary Resolution;

"RESOLVED that in partial modification of the resolution passed at the AnnualGeneral Meeting of the Company held on September 24, 2010 and in accordance with theprovisions of Sections 198, 269, 309 and 310 and other applicable provisions of theCompanies Act, 1956 and subject to Schedule XIII of the said Act (including any statutorymodification thereof, for the time being in force), the approval of the shareholders beand is hereby accorded to the following variation of remuneration payable to Mr. A.Swaminathan, Director - Sales & Marketing for the period from February 05, 2011 toFebruary 04, 2012 and with effect from February 05, 2012 for the remainder of the currentterm of appointment."

Remuneration For the period from February 05, 2011 to February 04, 2012 Effective from February 05, 2012
(in Rs.) (in Rs.)
Salary per month 3,05,000 3,27,000
Allowances & Reimbursements per month 8,37,500 8,97,500
Performance Linked Incentive (payable on annual basis) 50,00,000 50,00,000

"RESOLVED FURTHER that all other terms and conditions of appointment /remuneration of Mr. A.Swaminathan, Director - Sales & Marketing as approved by themembers at the Annual General Meeting held on September 24, 2010 shall remainunaltered".

By order of the Board
Place : Chennai R. RAMESH KUMAR
Date : May 29, 2013 President - Corporate & Secretary

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