1. To receive consider and adopt the audited Balance Sheet of the Company as at 31stMarch 2015 and the Profit and Loss Account for the year ended on that date together withthe notes thereon and the schedules there to and the reports of the Auditors and theDirectors.
2. To re-appoint Shri. RM Lakshmanan (DIN: 00039603)who retires by rotation and beingeligible offers himself for re-appointment.
3. To ratify the appointment of Auditors and fix their remuneration. In thisconnection to consider and if thought fit to pass the following as an OrdinaryResolution:
"RESOLVED THAT pursuant to Section 139 and other applicable provisions if any ofthe Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) theappointment of M/s. N. Venkatesan Associates Chartered Accountants (ICAI Regn.No.004632S) as Statutory Auditors of the Company made in the 22nd AnnualGeneral Meeting of the Company held on 18th September 2014 be and is herebyratified on remuneration to be fixed by the Board of Directors."
4. To consider and if though fit to pass the following resolution as an OrdinaryResolution:
"RESOLVED THAT pursuant to Section 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orreenactment thereof for the time being in force) and Clause 49 of the Listing AgreementSmt. Jayamalini (DIN: 07165811) who was appointed as an Additional Director of theCompany with effect from 27th April 2015 by the Board of Directors and whoholds office upto the date of this Annual General Meeting pursuant to section 161 of theCompanies Act 2013 and in respect of whom the Company has received a notice from a memberunder section 160 of the Companies Act 2013 proposing her candidature for the office ofDirector be and is hereby appointed as an Independent Director of the Company for aperiod of Two (2) consecutive years commencing from 23rd September 2015."
"RESOLVED FURTHER THAT Shri. RM. Lakshmanan (DIN: 00039603) Whole Time Directorof the Company be and is hereby authorised to settle any question difficulty or doubtthat may arise in giving effect to this resolution and to do all such acts deeds andthings as may be necessary expedient and desirable for the purpose of giving effect tothis resolution".
5. To consider and if though fit to pass the following resolution as an SpecialResolution:
"RESOLVED THAT pursuant to Section 196 197 Schedule V and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 consent of the Company be and is herebyaccorded for re-appointment of Shri. RM. Lakshmanan (DIN: 00039603) as Whole Time Directorof the Company who shall be liable to retire by rotation for a period of five years witheffect from 01st April 2015 on a remuneration and terms and conditions as setout in the explanatory statement."
"RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in anyfinancial year during the tenure of Shri. RM. Lakshmanan the remuneration by way ofsalary perquisites and other allowances as stated in the explanatory statement be paid toShri. RM. Lakshmanan as minimum remuneration provided the total remuneration by way ofsalary and perquisites shall not unless approved by the Central Government exceed theceiling provided in Section II of Part II of Schedule V of the Companies Act 2013 orwithin such ceiling limits as may be prescribed under Schedule V from time to time."
| ||By Order of the Board |
|Chennai ||RM.Lakshmanan |
|31.07.2015 ||Whole Time Director |
| ||(DIN: 00039603) |