To receive consider and adopt the Audited Balance Sheet as at 31st March2015 and the Statement of Profit and Loss for the year ended on that date and the Reportof the Directors and the Auditors thereon.
To appoint a Director in place of Sri.V.Rajvirdhan (DIN 00156787) who retires byrotation and being eligible offers himself for re-appointment.
To re-appoint auditors of the Company to hold office from the conclusion of this AGMuntil the conclusion of the fifth consecutive AGM and to fix their remuneration and topass the following resolution thereof.
RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules made there under and pursuant to the recommendations of the Audit Committee ofthe Board of Directors Messrs.Haribhakti & Co LLP Chartered Accountants (FirmRegistration Number:103523W) be and are hereby re-appointed as the statutory auditors ofthe Company to hold office from the conclusion of this AGM to the conclusion of the fifthconsecutive AGM (subject to the ratification of the appointment by the members at everyAGM held after this AGM) and the Board of Directors be and are hereby authorized to fixsuch remuneration as may be determined by the Audit Committee in consultation with theauditors plus applicable service tax and re-imbursement of travelling and out of pocketexpenses incurred by them for the purpose of audit.
To consider and if thought fit to pass the following resolution as an OrdinaryResolution:
RESOLVED THAT pursuant to Section 149 152 Schedule IV and other applicableprovisions of the
Companies Act 2013 and the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) Ms.Aishwarya Rao (DIN 07144139) who was appointed as an AdditionalDirector of the Company by the Board of Directors with effect from 31st March2015 and who holds the office till the date of AGM in terms of Section 161 of theCompanies Act 2013 and in respect of whom the Company has received a notice in writingfrom a member under Section 160 of the Companies Act 2013 signifying his intention topropose Ms.Aishwarya Rao as candidate for the office of Director of the Company be and ishereby appointed as an Independent Director of the Company for 5 consecutive yearseffective from 10th September 2015 to 9th September 2020 and is notliable to retire by rotation.
To consider and if thought fit to pass the following resolution as a SpecialResolution:
RESOLVED THAT pursuant to Clause 49 of the Listing Agreement entered into with StockExchanges and Section 188 and all other applicable provisions if any of the CompaniesAct 2013 (the Act including statutory modifications(s) or re-enactments) andread with Companies (Meetings of Board and its Powers) Rules 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) with any amendmentthereto and subject to such approvals consents sanctions and permissions as may benecessary consent of the members of the Company be and is hereby accorded to the Board ofDirectors of the Company to enter in to contracts and /or agreements with the relatedparties as defined under the Act with respect to sale purchase or supply of any goods ormaterials selling or otherwise disposing of or buying leasing of property of any kindavailing or rendering of any services or any other transaction of whatever nature withrelated parties as per the terms and limits set out in the explanatory statement annexedhereto.
Name of the Related Parties
L.G. Balakrishnan & Bros Limited
L.G.B. Auto Products Private Limited
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Boardbe and is hereby authorized to do all such acts deeds matters and things and to givesuch directions as may be necessary or expedient and to settle any question difficulty ordoubt that may arise in this regard as the Board in its absolute discretion may deemnecessary or desirable and its decision shall be final and binding.
| ||By order of the Board |
|Coimbatore ||G. Karthik |
|30.04.2015 ||Company Secretary |