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W S Industries (India) Ltd.

BSE: 504220 Sector: Engineering
NSE: WSI ISIN Code: INE100D01014
BSE LIVE 13:02 | 23 Oct 8.28 0.39
(4.94%)
OPEN

8.24

HIGH

8.28

LOW

8.24

NSE 11:17 | 24 Oct 9.45 0.85
(9.88%)
OPEN

9.40

HIGH

9.45

LOW

8.85

OPEN 8.24
PREVIOUS CLOSE 7.89
VOLUME 1710
52-Week high 14.00
52-Week low 6.49
P/E 0.36
Mkt Cap.(Rs cr) 18
Buy Price 8.28
Buy Qty 4290.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.24
CLOSE 7.89
VOLUME 1710
52-Week high 14.00
52-Week low 6.49
P/E 0.36
Mkt Cap.(Rs cr) 18
Buy Price 8.28
Buy Qty 4290.00
Sell Price 0.00
Sell Qty 0.00

W S Industries (India) Ltd. (WSI) - Chairman Speech

Company chairman speech

NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 50th Annual General Meeting of the Company will be heldon Tuesday the 11th February 2014 at 11.00 A.M. at Mini Hall Bharatiya Vidya BhavanNew No.182022 (Old No.37-39) East Mada Street Mylapore Chennai - 600 004 to transactthe following business:

ORDINARY BUSINESS

1. To receive consider and adopt the Directors’ Report the Audited Balance Sheetand Profit & Loss Account of the Company for the 18 months period ended 30thSeptember 2013 and the Auditors’ Report thereon.

2. To appoint a Director in the place of Mr.K.Raman who retires by rotation and beingeligible offers himself for reappointment.

3. To appoint a Director in the place of Mr.V.Srinivasan who retires by rotation andbeing eligible offers himself for reappointment.

4. To appoint Auditors and fix their remuneration.

[The retiring Auditors M/s.S.Viswanathan Chartered Accountants Chennai are eligiblefor reappointment and have indicated their willingness for such appointment.]

SPECIAL BUSINESS

5. Appointment of Mr.S. Suresh as the Whole time Director of the Company.

To consider and if thought fit to pass the following resolution with or withoutmodification as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 198 269 309 310 and 311and all other applicable provisions if any of the Companies Act 1956 or anyre-enactment thereof and subject to the approval of the Financial Institutions and otherStatutory authorities if any as may be required consent of the Company be and is herebyaccorded to the Board for the appointment of Mr. S. Suresh as a Whole time Director of theCompany designated as Director (Operations) for a period of three years with effect from10th May 2013 on rotational basis and other terms and conditions as set out in theExplanatory Statement annexed hereto as approved by the Remuneration Committee and theBoard Meeting held on 10th May 2013.

RESOLVED FURTHER THAT in the year in which adequate profits are available the Board ofDirectors/ Remuneration Committee constituted by the Board be and are hereby authorized tovary the terms of remuneration and perquisites with liberty to revise the remunerationpayable to Mr. S.Suresh if it in its absolute discretion thinks fit in accordance with theprovisions of Section 198 read with Section 309 and Schedule XIII i.e. within the overallceiling of 5% or 10% of the net profits of the Company calculated in the manner specifiedin the Companies Act without further reference to or approval from the shareholders of theCompany.

RESOLVED FURTHER THAT the Board of Directors/Remuneration Committee constituted by theBoard be and are hereby authorized to revise the remuneration payable to Mr. S. Suresh ifit in its absolute discretion thinks fit in accordance with the provisions of the newCompanies Act 2013 as and when it is made applicable and comes into effect withoutfurther reference to or approval from the shareholders of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts deedsand things and execute all such documents instruments and writings as may be required andto delegate all or any of its power herein conferred to any Committee of Directors orDirector(s).

RESOLVED FURTHER THAT the information provided above shall be treated as an Abstractunder Section 302 of the Companies Act 1956."

6. Increase in borrowing power in terms of Section 180 (1) (c) of the Companies Act2013.

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

"RESOLVED THAT in supersession of the resolution passed by the Shareholders of theCompany at the Annual General Meeting of the Company held on 29th September 2010 pursuantto Section 180 (1) (c) of the Companies Act 2013 and other applicable provisions if anyof the Companies Act 2013 / Companies Act 1956 consent of the Company be and is herebyaccorded to the Board of Directors of the Company to borrow from time to time for thepurpose of the Company’s business such sum or sums of money as they in theirabsolute discretion think fit notwithstanding that the monies so borrowed together withthe monies already borrowed by the Company and remaining outstanding shall be in excess ofthe aggregate of the paid-up share capital and free reserves but not exceedingRs.4000000000/- (Rupees Four Hundred Crores only) over and above the paid up sharecapital and free reserves for the time being of the Company."

7. Creation of charge / mortgage etc. on Company’s movable or immovable propertiesin terms of Section 180 (1) (a) of the Companies Act 2013.

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

"RESOLVED THAT in supersession of the resolution passed by the Shareholders of theCompany at the Annual General Meeting of the Company held on 29th September 2010pursuant to Section 180 (1) (a) of the Companies Act 2013 and other applicableprovisions if any of the Companies Act 2013 / Companies Act 1956 consent of theCompany be and is hereby accorded to the Board of Directors of the Company for mortgagingand/or charging in such form and manner and on such terms and at such time(s) as the Boardof Directors may deem fit the movable and / or immovable assets and properties of theCompany wherever situate present and future whether presently belonging to the Companyor not in favour of any person including but not limited to financial / investmentinstitution(s) bank(s) insurance company(ies) mutual fund(s) corporate body(ies)trustee(s) to secure the loans borrowings debentures hire purchase and / or workingcapital facilities and other credit facilities up to a sum not exceedingRs.7000000000/- (Rupees Seven Hundred Crores only).

RESOLVED FURTHER THAT the Board of Directors or such Committee or person/(s) as may beauthorized by the Board be and is hereby authorized to finalise the form extent andmanner of and the documents and deeds as may be applicable for creating the appropriatemortgages and/or charges on such of the immovable and / or movable properties of theCompany on such terms and conditions and at such time(s) / tranch(es) as may be decided bythe Board of Directors in consultation with the lenders and for reserving the aforesaidright and for performing all such acts and things as may be necessary for giving effect tothis resolution."

BY ORDER OF THE BOARD
for W.S.INDUSTRIES (INDIA) LIMITED
Chennai RAJA GANAPATHI
3rd January 2014 CHIEF FINANCIAL OFFICER & COMPANY SECRETARY

NOTES :

1. A Member entitled to attend and vote at the Annual General Meeting is entitled toappoint a proxy to attend and vote instead of himself and such proxy need not be a member.Proxies in order to be effective must be lodged at the Registered Office of the Companynot later than 48 hours before the commencement of the Meeting.

2. The Register of Members and Share Transfer Books of the Company will remain closedfrom 4th February 2014 to 11th February 2014 (both days inclusive).

3. Pursuant to Section 102 of the Companies Act 2013 an Explanatory Statement inrespect of the Item No. 567 & 8 of the Notice is enclosed.

4. Members are requested to bring their copies of the Annual Report to the Meeting.They are also requested to avoid being accompanied by non-members and children.

5. Members are requested to notify immediately any change in their addresses quotingtheir Folio/Client ID No. to the Company’s Registrars & Share Transfer AgentsM/s.Integrated Enterprises (India) Limited 2nd Floor Rs.Kences Towers’ No.1Ramakrishna Street North Usman Road T.Nagar Chennai 600 017.