NOTICE is hereby given that the 31st Annual General Meeting of the members of FiltronEngineers Limited will be held on Saturday, 28th September 2013 at theRegistered Office at Filtron House, 6 Sitabag Colony, Sinhagad Road, Pune 411030 at 4 p.m.to transact the following business:
1. To consider and adopt the audited Profit & Loss Account of the Company for theFinancial Year ended on 31st March, 2013 and the Balance Sheet as on that date,together with the Directors Report, Auditors Reports thereon and the Cash Flow Statementfor the year ended on 31st March 2013.
2. To appoint a Director in place of Mr. Joachim Friedsch, who retires by rotation andbeing eligible offers himself for reappointment.
3. To appoint Auditors to hold the office from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual General Meeting, and to fix theirremuneration.
4. To pass with or without modifications the following resolution as a SpecialResolution:
TO AMEND CLAUSE NO. 130 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY:
"RESOLVED THAT pursuant to the provisions of section 31 of the Companies Act, 1956and other applicable provisions, if any, Article 130 of the Articles of Association of theCompany be and is hereby amended by deleting the words "Whole Time Director" inthe existing Article 130. The said Article 130 shall now be read as under:
"The Managing Director shall not while they continue to hold that office besubject to retirement by rotation. If Managing Director ceases to hold the office ofDirector he shall ipso facto and immediately cease to be the Managing Director as the casemay be."
FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to sign andfile necessary forms, eforms with the Registrar of Companies and do all such acts, deedsand things and to sign all such documents as may-, be necessary to give effect to theabove resolution,"
5. To pass with or without modifications the following resolution as an OrdinaryResolution:
TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. VENKAT GIRI AS THE WHOLE-TIME DIRECTOROF THE COMPANY LIABLE TO RETIRE BY ROTATION:
"RESOLVED THAT pursuant to the provisions of section 260, 269, 198, 309, 310, 311read with Schedule XIII and other applicable provisions, if any of the Companies Act, 1956read with the Articles of Association of the Company, Mr. Venkat Giri who was co-opted asan Additional Director and designated as the Wholetime Director of the Company with effectfrom 8th July 2013 and who holds office until the conclusion of the ensuingAnnual General Meeting be and is hereby appointed as the Whole-Time Director of theCompany liable to retire by rotation on the terms and conditions as stated in the Letterof Appointment, copy of which is initialed by Mr. Sadanand Hegde, Chairman for the purposeof identification.
FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to alter orvary the terms and conditions of appointment of the Mr. Venkat Giri within the limits laiddown in Schedule XIII of the Companies Act, 1956 including any statutory modification orreenactment thereof.
| ||By order of the Board of Directors |
| ||of Filtron Engineers Limited |
|Place : Pune ||SADANAND HEGDE |
|Date : 03rd August 2013 ||Chairman and Managing Director |