To receive consider and adopt the Audited Balance Sheet as at 31st March2015 and the Profit and Loss Account for the financial year ended as on that date togetherwith the Reports of the Directors and Auditors thereon.
To appoint a Director in place of Shri R. K. Aggarwal (holding DIN 01559120) whoretires by rotation in terms of Section 152(6) of the Companies Act 2013 and beingeligible offers himself for re-appointment.
To appoint Auditors and to fix their remuneration and in this regard to consider and ifthought fit to pass with or without modification the following resolution as an OrdinaryResolution:
RESOLVED THAT M/s. R.S. Agarwala & Co. (Firm Registration No. 00049S)Chartered Accountants be and are hereby appointed as Statutory Auditors of the Companyto hold office from the conclusion of this Annual General Meeting until the conclusion ofthe next Annual General Meeting of the Company on such remuneration as may be mutuallyagreed upon between the Board of Directors of the Company and the Auditors.
Appointment of Smt. Srinivas Chandrakala as an Independent Director
To consider and if thought fit to pass with or without modification (s) the followingresolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149 152 and therules made thereunder (including any statutory modification(s) or re-enactment thereof forthe time being in force) read with Schedule IV to the Companies Act 2013 Smt.Srinivas Chandrakala (holding DIN: 07142316) who was appointed as an AdditionalDirector of the Company with effect from 30th March 2015 pursuant tothe provisions of Section 161(1) of the Companies Act 2013 and the Articles ofAssociation of the Company and who holds office up to the date of this Annual GeneralMeeting and in respect of whom the Company has received a notice in writing from a memberproposing her candidature for the office of Director be and is hereby appointed as anIndependent Director of the Company to hold office for five consecutive years witheffect from 30th September 2015 up to 29th September 2020.
Re-appointment of Shri R. K. Aggarwal as Managing Director of the Company
To consider and if thought fit to pass with or without modification (s) the followingresolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Articles of Association of theCompany and Sections 196 197 203 read with Schedule V and all other applicableprovisions of the Companies Act 2013 Rules made thereunder and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 including amendmentmodification variation or re-enactment thereof for the time being in force and furthersubject to any other statutory approvals if required the consent of the Company be andis hereby accorded to the reappointment of Shri R. K. Aggarwal (holding DIN:01559120) who was re-appointed by the Board of Directors as Managing Director of theCompany with effect from 1st April 2015 for a period of 3 years liableto retire by rotation on the terms and conditions as set out here-in-below with a libertyto the Board of Directors (hereinafter referred to as the Board which termshall be deemed to include any duly constituted Committee of the Board) to alter and varythe terms and conditions of the said appointment and remuneration so as to not exceed thelimits specified in Schedule V of the Companies Act 2013 as may be agreed to by theBoard of Directors and Shri R K Aggarwal.
|a) Date of Appointment ||: 1st April 2015 |
|b) Tenure ||: 3 (three) years |
|c) Remuneration ||: Rs.125000 (Rupees One Lakh Twenty five Thousand only) per month |
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein containedwherein in any financial year during the currency of the tenure of Shri R. K. Aggarwal (DIN:01559120) as Managing Director of the Company the Company has no profits or inadequateprofits the Company will pay remuneration by way of salary as specified above as minimumremuneration subject to the overall ceiling prescribed under Part II of Section II A ofSchedule V to the Companies Act 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are herebyauthorised to do all such acts matters deeds and things as may be necessary to giveeffect to this resolution.
| ||By order of the Board |
|Place : Mysore ||R.K. Aggarwal |
|Date : 29th May 2015 ||Chairman & Managing Director |
| ||(DIN: 01559120) |