NOTICE is hereby given that the 38th Annual General Meeting of the Members of GAJRABEVEL GEARS LIMITED will be held at the Registered Office of the Company at 3-7Industrial Area A.B. Road Dewas (M.P.) 455001 on Tuesday the 31 st Day ofDecember 2013 at 11.30 A.M. to transact the following businesses:
I. ORDINARY BUSINESSES:
1. To receive consider and adopt the Audited Balance Sheet as at 30th June 2013 andthe Statement of Profit and Loss and Cash Flow Statement for the year ended (9 months from1st Oct. 2012 to 30th June 2013) on that date and reports of the Directors and Auditorsthereon.
2. To appoint a director in place of Shri Parmal Singh Raghuwanshi who retires byrotation and being eligible offers himself for re-appointment.
3. To re-appoint M/S. O.T. Gandhi & Co. Chartered Accountants (Firm RegistrationNo. 001120C)as the Auditors of the Company until the conclusion of next Annual GeneralMeeting of the Company and authorize the Board to fix their remuneration.
| ||BY ORDERS OF THE BOARD |
|Place :lndore ||SURENDRA SINGH |
|Dated: 29th August 2013 || |
CHAIRMAN AND MANAGING DIRECTOR
1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXY IN ORDER TOBE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORETHE MEETING.
2. The Company's of Register of Members and Share Transfer Books shall remains closedfrom 30th December 2013 to 31st December 2013 (both days inclusive).
3. Members holding shares in electronic form may note that bank particulars registeredagainst their respective depository accounts will be used by the Company for payment ofdividend the Company or its Registrar and Transfer Agent cannot act on any requestreceived directly from the members holding shares in electronic form for any change ofbank particulars or bank mandates such changes are to be advised only to the depositoryparticipant of the members.
4. Members are requested to notify immediately any change of address;
a. to their Depository Participants (DPs) in respect of their electronic shareaccounts; and
b. to the Company and to its Share Transfer Agents in respect of their physical sharefolios if any.
a. In case the mailing address on this Annual Report is without the PINCODE membersare requested to kindly inform their PINCODE immediately.
b. Non-resident Indian Shareholders are requested to inform Share Transfer Agentsimmediately:
i) Change in the residential status on return to India for permanent settlement.
ii) The particulars of NRE Account with a Bank in India if not furnished earlier.
5. All documents referred to in the accompanying notice are open for inspection at theRegistered office of the Company on all working days except Saturdays between 11.00A.M.to 1.00 P.M.
6. Members who are holding shares in identical order of names in more than one folioare requested to send to the Share Transfer Agent of the Company the details of suchfolios together with the share certificates for consolidating their holdings in one folio.The share certificates will be returned to the members after making requisite changesthereon.
7. Members desirous of obtaining any information concerning Accounts and Operations ofthe Company are requested to address their questions in writing to the Company at least 7days before the date of the Meeting so that the information required may be made availableat the Meeting.
8. The Company has connectively from the CDSL & NSDL and equity shares of theCompany may be held in the Electronic form with any Depository Participant (DP) with whomthe members/investors having their Demat account. The ISIN No. for the Equity Shares ofthe Company is INE282D01010. In case of any query/difficulty in any matter relatingthereto may be addressed to the Share Transfer Agents Link Intime India Pvt. Ltd. C-13Pannalal Silk Mills Compound L.B.S Marg Bhandup (W) Mumbai 400078.
9. As per the provisions of the Companies Act 1956 facility for making nom inationsis now available to INDIVIDUALS holding shares in the Company. The Nomination Form-2B asprescribed by the Central Government may be obtained from the Share Transfer Agent or maybe down load from the website of the Ministry of Corporate Affairs.
10. Pursuant to the provisions of section 205A(5) and 205C of the Companies Act 1956the Company is not having unpaid/unclaimed dividend upto the Financial Year 2012-2013which require to transfer of undelivered shares to the separate escrow account as requiredunder the Listing Agreement.
11. the SEBI has mandated the submission of PAN by every participant in securitymarket members holding shares in electronic form are therefore requested to submit thePAN to their depository participant with whom they are maintaining their Demat accounts.Members holding shares in physical form can submit their PAN details to the Company'sShare Transfer Agent Link Intime India Pvt. Ltd. C-13 Pannalal Silk Mills CompoundL.B.S. Marg Bhandup (W) Mumbai 400078.
12. Pursuant to the Clause No. 49 of the Listing Agreement profile of the Directorsproposed for re-appointment being given in a statement containing details of the concernedDirectors is attached hereto.
13. GREEN INITIATIVE: The Ministry of Corporate Affairs ("MCA") Governmentof India through its Circular No. 17/2011 dated 21st April 2011 and Circular No. 18/2011dated 29th April 2011 has allowed companies to send Annual Report comprising of BalanceSheet Profit & Loss Account Directors' Report Auditors Report and ExplanatoryStatement etc. through electronic mode to the registered e-mail address of the members.Keeping in view the underlying theme and the circulars issued by MCA we propose to sendfuture communications in electronic mode to the e-mail address provided by you to thedepositories and made available by them being the registered address. By opting to receivecommunication through electronic mode you have the benefit of receiving the communicationspromptly and avoiding loss in postal transit. Members who hold shares in physical form anddesire to receive the documents in electronic mode are requested to please promptlyprovide their details (name folio no. e-mail id) to the Registrar and Transfer Agent ofthe company. Members who hold shares in electronic form are requested to get their detailsupdated with the respective Depositories. The annual report and other communic ations/documents sent electronically would also be displayed on the Company's website. As amember of the Company you will be furnished free of cost a printed copy of the AnnualReport of the Company upon receipt of a requisition from you. We request you to supportthis initiative and opt for the electronic mode of communication by submitting your e-mailaddress to your DP or to the Company's Registrar in the interest of the environment.
STATEMENT REGARDING THE DIRECTORS PROPOSED FOR RE-APPOINTMENT
SHRIPARMAL SINGH RAGHUWANSHI
Shri Parmal Singh Raghuwanshi the Director of the Company aged about 64 years ishaving wide experience in the field of business and industry and he has contributedsignificantly towards the management of the company.
He is also director of Gajara Investment Pvt. Ltd. Garha Holdings Pvt. Ltd. GarhaGears Ltd. Garha Resort and Sports Pvt Ltd. and Garha Ultibrocce Tools Ltd. Looking intothe immense contribution towards the management of the Company by Shri Parmal SinghRaghuwanshi he is proposed for re-appointment.