Your Directors have pleasure in presenting the 23rd Annual Report along with AuditedAccounts of the Company for the year ended 31st March 2017
Notice is hereby given that the Twenty Third Annual General Meeting of Shri KrishnaDevcon Limited will be held on Wednesday the 20th day of September 2017 at 1130 A.M. atSvenska Design Hotel SAP TV Road OfT Link Road Andheri (W) Mumbai - 400 053 totransact the following business:
ORDINARY BUSINES S:
1) To consider and adopt the Audited Financial Statements [Including consolidatedfinancial statement] for the year ended 31st March 2017 and Reports of the Board ofDirectors and Auditor's thereon.
2) To appoint 3 Director in place of Mr Naveen Kumar Jain [DIN 0011 787) wln>retire hy rotation anti being eligible offers himself for re-appointment
3) To appoint Statutory Auditors of the Company and to authorise the Board of Directorsto fix their remuneration as may be mutually agreed with the statutory auditors and inthis regard to consider and if ihoughl fit lo pass wiLh or wilhoul modification thefollowing Resolution as an Qrdi nary Resolution.
"RESOLVED THAT pursuant to the provisions of Section 139 142 and other applicableprovisions if any of the Companies Act 2013 [the 'Act'1] and rulescirculars notifications made/ issued thereunder including any amendment modificationvariation or reenactment ihereof M/s M A K & Associates Chartered Accountants(Firm's Registration No. 003060C) who have offered themselves for appointment and haveconfirmed their eligibility to be appointed as Statutory xAuditors in terms of provisionsof section 141 of the Act and Rules made thereunder he and are hereby appointed 3S theStatutory Auditors of the Company in place of M/s Khandelwal & Khandclwal AssociatesChartered Accountants [Firm's Registration No. 008309C] to hold office for a period ofFive years from the conclusion of this ACM until the conclusion of 28th ACM of the Companyto be held in tile year 2022 subject to ratification of appointment at every AGM on suchremuneration as may be mutually agreed upon between by the Board of Directors and theStatutory xAuditors in addition to Goods & Sendee Tax and reimbursement of out ofpocket expenses travelling expenses etc. incurred by them in connection with the audit ofaccounts of the Company
4) To consider and if thought fit to pass with or without modifications the followingresolution as the Special resolution
"RESOLVED THAT pursuant to the provisions of Section 196197203 and all otherapplicable provisions if any of the Companies Act 2013 (including any statutorymodification from time to time or any re- enactment thereof for the lime being in force)(the "Act') road with Schedule V to the said Act and subject to such other approvalsas may be necessary and as per the recommendation of Nomination & RemunerationCommittee consent of the members of the Company be and are hereby accorded to there-appointment of Mr. Sunil Kumar Iain (DIN: 00101324) as Managing Director of the Companyfor the period of Three (3) years with effect from June 0'lst November 2017 on the termsand conditions as set. out. in the Explanatory Statement annexed to this Notice conveningthis meeting and as enumerated in the Agreement dated 16.08.2017 a copy whereof initialedby Lhe Chairman of the meeting for the purposes of identification has been submitted tothis meeting which agreement is also hereby specifically approved."
RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for anyfinancial year the remuneration as staled in lhe explanatory statement shall be payableas minimum to Mr. Sunil Kumar Jain (DIN: 00101324) the Managing Director and shall notexceed limits specified under Section 11 of part II of Schedule V of the Companies Act2013 and subject to Lhe approval of the Central Government if and wherever required.
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution theBoard of Directors of the Company be and is hereby authorized to do all such acts deedsthings and to execute necessary documents / agreements / applications / letters and othermatters it may in its absolute discretion deem necessary proper or desirable and tosettle any question difficulty or doubt that may arise in the said regard"
5) To consider and if thought fit to pass with or without modifications the followingresolution as the Ordinary Resolution
"RESOLVED THAT pursuant to the provisions of
Section 20 of the Companies Act 2013 and relevant rules framed thereunder and otherapplicable provisions if any whereby a document may be served on any member by theCompany hy sending it to him/her by post by registered post by speed post by electronicmode or any other modes as may be prescribed consent of the members be and is herebyaccorded to charge from the member such fees in advance equivalent to estimated actualexpenses of deliver)' of the documents delivered through registered post or speed post orby courier service or such other mode of delivety of documents pursuant to any request bythe shareholder for delivery of documents through a particular mode of service mentionedabove provided such request along until requisite fees has been duly received by theCompany at least 10 days in advance of dispatch of documents by the Company to theshareholder;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution lhe Board ofDirectors or Key Managerial Personnel of the Company bo and arc hereby severallyauthorized to do all such acts deeds matters and things as may be necessary proper or dcs ira blc to give effect to th e rc s olution."
| ||By Order of the Board |
| ||For Shri Krishna Devcon Ltd. |
|Place; Indore ||Nccraj An jane |
|Date: 16.08.2017 ||Company Secretary |