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Mobile Telecommunications Ltd.

BSE: 532127 Sector: Consumer
NSE: N.A. ISIN Code: INE770B01026
BSE LIVE 14:08 | 04 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.85
PREVIOUS CLOSE 3.00
VOLUME 1
52-Week high 4.75
52-Week low 2.32
P/E
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 326779.00
OPEN 2.85
CLOSE 3.00
VOLUME 1
52-Week high 4.75
52-Week low 2.32
P/E
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 326779.00

Mobile Telecommunications Ltd. (MOBILETELECOM) - Chairman Speech

Company chairman speech

NOTICE TO THE SHAREHOLDER

NOTICE is hereby given that the SEVENTEENTH ANNUAL GENERAL MEETING of the Members ofMOBILE TELECOMMUNICATIONS LIMITED will be held on Saturday, 29th September,2012 at 10.00 a.m. at the Registered Office of the Company at 46, Empire Tower, NearAssociated Petrol Pump, C. G. Road, Ahmedabad, Gujarat 380 009 to transact the followingbusiness:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March 2012and the Profit & Loss Account for the year ended on that date and reports of theDirectors and Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in Place of Mr. Ajay Kapoor, who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint a Director in Place of Mr. Anil Vedmehta, who retires by rotation andbeing eligible offers himself for re-appointment.

5. To Re-appoint Auditors of the Company to hold office from the conclusion of thismeeting until the conclusion of the next Annual General Meeting of the Company, and to fixtheir remuneration and for the purpose, to pass the following resolution as an OrdinaryResolution:

"RESOLVED THAT M/s. N S Bhatt & Associates, Chartered Accountants having FirmRegistration No. 130891W be and are hereby re-appointed as the Statutory Auditors of theCompany to hold office until the conclusion of the next Annual General Meeting of theCompany and that the Board of Directors of the Company be and is hereby authorized to fixtheir remuneration for the said period and reimbursement of actual out of pocket expensesas may be incurred in the performance of their duties."

SPECIAL BUSINESS:

To consider and, if thought fit, to pass, with or without modification(s), thefollowing Resolution as a Special Resolution:

6. Alteration of Articles of Association (AOA) of the Company

"RESOLVED THAT pursuants to the provisions of section 31 and all other applicableprovisions, if any, of the Companies Act, 1956 and Rules framed thereunder and theprovisions of other statutes as applicable and subject to such approvals, consents,permissions and sanctions as may be necessary from the appropriate authorities or bodies,the existing Articles of Association of the Company be amended as under:

The following Article be inserted after the existing Article 93 as Article 93A:

Participation through Electronic Mode

93A. Notwithstanding anything contrary contained in the Articles of Association, theCompany may provide Video Conference facility and/or other permissible electronic orvirtual facilities for communication to enable the Shareholders of the Company toparticipate in General Meetings of the Company. Such participation by the Shareholders atGeneral Meetings of the Company through Video Conference facility and/or use of otherpermissible electronic or virtual facilities for communication shall be governed by suchlegal or regulatory provisions as applicable to the Company for the time being in force.

The following Article be inserted after the existing Article 157 as Article 157A:

Participation through Electronic Mode

157A. Notwithstanding anything contrary contained in the Articles of Association, theDirector(s) may participate in Meetings of the Board and Committees thereof, through VideoConference facility and/or other permissible electronic or virtual facilities forcommunication. Such participation by the Director(s) at Meetings of the Board andCommittees thereof, through Video Conference facility and/or use of other permissibleelectronic or virtual facilities for communication shall be governed by such legal orregulatory provisions as applicable to the Company for the time being in force.

Provided that a Director participating in a Meeting through use of Video Conference orany other permissible electronic mode of communication shall be counted for the purpose ofquorum, notwithstanding anything contrary contained in the Articles of Association.

The following Article be inserted after the existing Article 99 (c) as Article 99 (d)

99(d) Notwithstanding anything contrary contained in the Articles of Association, adocument may be served by the Company on any Member by any electronic mode ofcommunication and in such manner as is/ may be permitted by any law. Where a document isserved by any such electronic mode, the service thereof shall be deemed to be effected inthe manner as is/may be provided by any law.

FURTHER RESOLVED THAT the Board of Directors of the Company (hereinafter referredto as the ‘Board’ which term shall be deemed to include any Committee or anyperson which the Board may constitute/ nominate to exercise its powers, including thepowers conferred by this Resolution) be authorised to carry out the abovementionedamendments in the existing Articles of Association of the Company and that the Board maytake all such steps as may be necessary to give effect to this Resolution."

To consider and, if thought fit, to pass, with or without modification(s), thefollowing Resolution as a Special Resolution:

7. To Keep Registers and other Staturory Records of the Company at office otherthan Registered office of the Company

"RESLOVED THAT approval be accorded to the Company to keep its Registersand Index of Members and copies of Annual Returns prepared under section 159 of theCompanies Act, 1956 together with copies of Certificates and documents required to beannexed thereto under section 161 of the Companies Act, 1956 or one of them at the officepremises of the Company’s Registrar & Share Transfer Agents viz. BigshareServices Pvt. Ltd. (R&T), E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (W), Mumbai 400 072 and/or such other place(s) within the city of Mumbai whereR&T Agents may shift its office from time to time and/or at the Registered office ofthe Company at 46, Empire House, NR Associated Petrol Pump, C G Road, Ahmedabad, Gujarat380 009."

To consider and if thought fit, to pass with or without modification(s), the followingresolution as a Special Resolution:

8. Re-appointment of Mr. Anil Vedmehta as the Chairman & Managing Directorof the Company

"RESOLVED THAT pursuant to the provisions of sections 269, 198, 309, 310,311, Schedule XIII and all other applicable provisions of the Companies Act, 1956(including any statutory modifications or re-enactment thereof for the time being inforce) and such other approvals, permissions and sanctions, as may be required, andsubject to such conditions and modifications, as may be prescribed or imposed by any ofthe Authorities in granting such approvals, permissions and sanctions, and pursuant to theapproval of the remuneration committee of the Board and the Board of Directors at theirmeeting held on 1st September, 2012, approval of the Board of the Company beaccorded to the re-appointment of Mr. Anil Vedmehta as Chairman & Managing Director ofthe Company for a period of 3 (Three) years with effect from 01.09.2012 on a total monthlyremuneration not exceeding Rs.2,50,000/- (Rupees Two Lac Fifty Thousand Only), not liableto retire by rotation.

FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to vary,alter, increase, enhance or widen the scope of remuneration and perquisites, to the extentspecified in schedule XIII and other applicable provisions, if any, of the Act as amendedfrom time to time.

FURTHER RESOLVED THAT where in any Financial year during the currency of tenure ofthe Managing Director, the Company has no profits or its profits are inadequate, theCompany may pay to the Managing Director the above remuneration as the minimumremuneration by way of salary subject to receipt of the requisite approvals, if any.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, anyDirector of the Company be authorized to do all acts, deeds, matters and things as theymay in their absolute discretion deem necessary, proper or desirable and to settle anyquestion, difficulty or doubt that may arise in this regard and to sign and execute allnecessary documents, applications, returns and writings as may be necessary, proper,desirable or expedient."

Registered Office: For and Behalf of the Board
46, Empire Tower,
Near Associated Petrol Pump,
C G. Road, Ahmedabad, Gujarat Anil B. Vedmehta
Date: 1st September, 2012 Chairman & Managing Director

NOTE:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. A BLANK PROXY FORM IS ANNEXED TO THEANNUAL REPORT.

2. The Register of Members and Share Transfer Books of the Company will remain closedfrom 27th September, 2012 to 29th September, 2012 (inclusive bothdays).

3. Members are requested to intimate to the Company, quoting Registered Folio number,change in their address, if any, with the Pin code number.

4. In all correspondence with the Company or its Share Transfer Agents, members arerequested to quote their account / folio number and in case the shares are held in thedematerialized form, they must quote their client ID number and their DP ID number.

5. Members desirous of obtaining any information concerning the accounts and operationsof the Company are requested to send their queries to the Company at least seven daysbefore the date of the meeting so that the information required by the members may be madeavailable at the meeting.

6. Members attending the meeting are requested to bring with them the Attendance Slipattached to the Annual Report duly filled in and signed and handover the same at theentrance of the hall.

7. Appointment of Directors:

At the ensuing Annual General Meeting Mr. Ajay Kapoor and Mr. Anil Vedmehta, Directors,retires by rotation. Mr. Ajay Kapoor and Mr. Anil Vedmehta have offered themselves forreappointment. The information or details pertaining to the Director, to be provided interms of clause 49 of the Listing Agreement are furnished in the statement on CorporateGovernance published elsewhere in this Report.

Registered Office: For and Behalf of the Board
46, Empire Tower,
Near Associated Petrol Pump,
C G. Road, Ahmedabad, Gujarat Anil B. Vedmehta
Date: 1st September, 2012 Chairman & Managing Director