NOTICE TO THE SHAREHOLDERS
Notice is hereby given that the Thirty Sixth Annual General Meeting of the Company willbe held at 11.00 A.M on Monday, September 23, 2013 at Durbar Hall, Casino Hotel,WIllingdon Island, Cochin 682 003, to transact the following business:
1. To receive, consider and adopt the Balance Sheet as at March 31, 2013, the statementof Profit & Loss for the year ended on that date and the Report of the Directors andAuditors.
2. To declare a dividend.
3. To appoint a Director in place of Mr. Sanjiv Goenka who retires by rotation and iseligible for reappointment.
4. To appoint a Director in place of Mr. Haigreve Khaitan who retires by rotation andis eligible for reappointment.
5. To appoint Auditors to hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the next Annual General Meeting and fix their remuneration.
6. To consider and if thought fit, to pass, with or without modification, the followingresolution as an ordinary resolution.
"RESOLVED THAT Mr. J.M.Kothary who was appointed as an Additional Director of theCompany with effect from May 30, 2013 and who holds office up to the conclusion of thisAnnual General Meeting and in respect of whom the Company has received a notice in writingfrom a member in terms of Section 257 of the Companies Act, 1956, proposing hiscandidature for the office of Director and who is eligible for appointment, be and ishereby appointed as a Director of the Company liable to retirement by rotation."
| ||By Order of the Board |
| ||Ravi A. |
| ||Company Secretary |
|August 14, 2013 || |
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TOATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.
2. Proxies in order to be effective, should be duly stamped, completed, signed anddeposited at the Registered Office of the Company not less than 48 hours before thecommencement of the meeting.
3. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 isannexed hereto and forms part of the notice.
4. Pursuant to Clause 49 of the Listing Agreement, particulars of Directors seekingappointment / re-appointment at this meeting are mentioned elsewhere in the Annual Report.
5. The Register of Members and Share Transfer Books of the Company will remain closedfrom September 14, 2013 to September 23, 2013 (both days inclusive)
6. Members are requested to: i) Note that as a measure of austerity, copies of AnnualReport will not be distributed at the Annual General Meeting. ii) Deliver duly completedand signed Attendance Slip at the entrance of the meeting venue, as entry to the Hall willbe on the basis of the Attendance slip.
7. The dividend recommended by the Directors, if approved by the Members, will be paidon or before October 22, 2013 to those members whose names appear in the CompanysRegister of Members, or, who are notified as beneficiaries by the Depositories viz.,National Securities Depository Limited and Central Depository Services (India) Limited atthe close of business on September 13, 2013.
8. Members holding shares in electronic form are hereby informed that the Company orits Registrar and Share Transfer Agent cannot act on any request received directly fromthem in respect of change of address or bank mandate. Such requests for changes are to becommunicated to their Depository Participant who shall make the necessary change.
9. Members holding shares in physical form are requested to notify the change, if any,in their address or bank mandate to the Companys Registrar and Share Transfer AgentM/s. Link Intime India Pvt. Ltd., Surya 35, Mayflower Avenue, Behind Senthil Nagar,Sowripalayam Road, Coimbatore 641028. Phone: 0422-2314792. Email id:email@example.com
10. Members who have not encashed their dividend warrant for the previous years, mayapproach the Company and submit their claim for the said dividend. The amount of dividendremaining unclaimed for a period of seven (7) years shall be transferred to the InvestorEducation and Protection Fund as per the provisions of Section 205C of the Companies Act,1956. It may also be noted that once the unclaimed dividend is transferred to the Fund, noclaim shall lie in respect thereof.
(Pursuant to Section 173(2) of the Companies Act, 1956
Mr. J.M. Kothary was appointed as an Additional Director of the Company with effectfrom May 30, 2013 pursuant to the provisions of Article 93 of the Articles of Associationof the Company and in terms of the provisions of Section 260 of the Companies Act, 1956.He vacates his office at the ensuing Annual General Meeting. Pursuant to Section 257 ofthe Act, the Company has received a notice in writing from a member signifying hisintention to propose the appointment of Mr. J.M. Kothary as a Director of the Company atthe ensuing Annual General Meeting.
Yours Directors believe that continued association of Mr. J.M. Kothary would beimmensely beneficial to the Company and accordingly recommend the resolution for theapproval of the members.
Profile of Mr. J.M. Kothary
Mr. Kothary is a graduate in Commerce and also holds a degree in Law. He has also donehis Masters in Business Administration, USA. He has extensive experience of managingindustrial and marketing enterprises. He is the former Managing Director of Murphy IndiaLtd. Mr. Kothary is currently in the Board of RPG Enterprises, Indian Card ClothingLimited, Instant Holdings Limited.
Mr. Kothary does not hold any shares in the Company.
Except Mr. J.M. Kothary no other Director is concerned or interested in the resolution.
| ||By Order of the Board |
| ||Ravi A. |
|August 14, 2013 ||Company Secretary |