You are here » Home » Companies » Company Overview » Info-Drive Software Ltd

Info-Drive Software Ltd.

BSE: 530703 Sector: IT
NSE: INFODRIVE ISIN Code: INE804D01029
BSE 00:00 | 16 Jul 0.10 0
(0.00%)
OPEN

0.10

HIGH

0.10

LOW

0.10

NSE 05:30 | 01 Jan Info-Drive Software Ltd
OPEN 0.10
PREVIOUS CLOSE 0.10
VOLUME 79255
52-Week high 0.21
52-Week low 0.10
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.10
CLOSE 0.10
VOLUME 79255
52-Week high 0.21
52-Week low 0.10
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Info-Drive Software Ltd. (INFODRIVE) - Chairman Speech

Company chairman speech

To receive consider and adopt the Standalone & Consolidated Audited FinancialStatements of the Company for the year ended March 31 2015 including Audited BalanceSheet as at March 31 2015 and the Statement of Profit & Loss for the year ended onthat date and the reports of the Board of Directors ("the Board”) and Auditorsthereon.

To appoint a Director in place of Mr. Alavur Lakshmi Narasimhan Madhavann (DIN03551989) who retires by rotation and being eligible offers himself for reappointment.

To ratify the appointment of M/s K. S .Reddy Associates Chartered Accountants Chennai(Firm's Registration No 009013S) as the Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting until the conclusion of 29th AnnualGeneral Meeting and to fix their remuneration.

SPECIAL BUSINESS:

To consider and if thought fit to pass with or without modification(s) the followingresolution as an Ordinary Resolution: "RESOLVED THAT pursuant to provisions ofSections 149152 read with Schedule IV and all other applicable provisions of theCompanies Act 2013and the Companies (Appointment and Qualification of Directors)Rules2014 (including any statutory modification(s) or re-enactment there of for the timebeing in force) and Clause 49 of the Listing Agreement Ms. Smitha Ramachandran (DIN:02535610) who was appointed by the Board of Directors as an Additional Director of theCompany with effect from 31st March 2015 and who holds office upto the date of theforthcoming Annual General Meeting of the Company in terms of Section 161 of the CompaniesAct 2013 ("the Act”) and in respect of whom the Company has received a noticein writing from a Member under Section 160 of the Act proposing her candidature for theoffice of Director of the Company be and is hereby appointed as a Director of the Companyand shall be liable to retire by rotation.”

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

"RESOLVED THAT pursuant to provisions of Sections 149152 read with Schedule IVand all other applicable provisions of the Companies Act 2013and the Companies(Appointment and Qualification of Directors) Rules2014 (including any statutorymodification(s) or re-enactment there of for the time being in force) and Clause 49 of theListing Agreement Ms. Lakshmi Sankarakrishnan Ramlingam (DIN :02576900) who wasappointed by the Board of Directors as an Additional Director of the Company with effectfrom 31st March 2015 and who holds office upto the date of the forthcoming AnnualGeneral Meeting of the Company in terms of Section 161 of the Companies Act 2013("the Act”) and in respect of whom the Company has received a notice in writingfrom a Member under Section 160 of the Act proposing her candidature for the office ofDirector of the Company be and is hereby appointed as an Independent Director of theCompany to hold office for 1 (One) year for a term upto the conclusion of the 28th AnnualGeneral Meeting of the Company to be held in the calendar year 2016 subject to Ms.Lakshmi Sankarakrishnan Ramlingam satisfying the criteria of independence in terms of theCompanies Act 2013Rules made there under and the Listing Agreement and shall not beliable to retire by rotation.”

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 Section 180(1)(c) of the CompaniesAct 2013 and in pursuance of all earlier Resolutions passed in this regard under theCompanies Act 1956 the consent of the Company be and is hereby accorded to the Board ofDirectors of the Company and/or any Committee thereof to borrow at its discretion eitherfrom the Company's Bank or any other Indian or Foreign Bank(s) Financial Institution(s)and/or any other Lending Institutions or persons from time to time such sum(s) of money(s)and the sum(s) to be borrowed together with the money(s) already borrowed by the Company(apart from temporary loans obtained from the Company's Bankers/FIs in the ordinary courseof business) with or without security on such terms and conditions as they may think fitshall exceed the aggregate of the paid-up capital and free reserves of the Company that isto say reserves not set apart for any specific purpose provided that the total amount ofborrowing together with the money(s) already borrowed by the Board of Directors shall notexceed the sum of Rupees 500 Crores (Rupees Five Hundred Crores Only) at any onetime.”

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

"RESOLVED THAT pursuant to the applicable provisions of the Foreign ExchangeManagement Act 1999 ("FEMA”) Foreign Exchange Management (Transfer or issue ofsecurity by a person resident outside India) Regulations 2000 as amended up to dateCompanies Act 2013 and the Rules made thereunder including any Statutory modification(s)or re-enactment(s) thereof for the time being in force("the Act”)and subject toapprovals permissions and sanctions of the Foreign Investment Promotion Board("FIPB”) Ministry of Corporate Affairs Government of India and other concernedauthorities/regulatory bodies and subject to such conditions as may be prescribed by anyof the said concerned authorities while granting such approvals permissions sanctionswhich may be agreed to by the Board of Directors of the Company(the "Board”which expression shall include its duly authorised Committee thereof for the time beingexercising the powers conferred by the Board) consent of the Company be and is herebyaccorded to increase the limit of investments by Foreign Institutional Investors("FIIs”) including their sub accounts in the equity shares of the Company underthe Portfolio Investment Scheme under FEMA to 100% of the paid up Equity Share Capital ofthe 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 Section 14 and other applicableprovisions if any of the Companies Act 2013 a new set of Articles of Association beand is hereby approved and adopted as the Articles of Association of the Company in totalexclusion substitution and superseding of the existing Articles of Association of theCompany.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorisedto do all acts and take all such steps as may be necessary proper or expedient to giveeffect to these resolutions.”

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 Section 143 and other applicableprovisions if any of the Companies Act 2013 the Board of Directors be and is herebyauthorised to appoint Branch Auditor(s) of any Branch office(s) of the company whetherexisting or may be opened hereafter in India or abroad any person(s) qualified to act asBranch Auditor (s) within the provisions of Section 143 of the said Act and to fix theirremuneration.”

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

"RESOLVED THAT in accordance with the provisions of Section 196197 203 and allother applicable provisions if any read with Schedule V to the Companies Act 2013(including any statutory modification or re-enactment thereof for the time being inforce) the appointment of Mr. A. S. Giridhar as the Manager of the Company within themeaning of Section 2(53) of the said Act for a period of one year commencing from 1stApril 2015 to 31st March 2016 be and is hereby ratified.”

RESOLVED FURTHER THAT Mr. A. S. Giridhar appointment be ratified as made by the Boardas Manager to carry out such duties and responsibilities as may be assigned to him by theBoard from time to time under the superintendence and control of the Board.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of theCompany be and are hereby severally authorized to file the necessary forms with theRegistrar of Companies and to do all such acts deeds and things in order to give effectto the above resolution and also to forward a certified copy of the aforesaid resolutionwherever necessary.”

By Order of the Board
Place: Chennai
Date: August 14 2015
Sd/-
Ajay K Mehta
Company Secretary
Regd. Office:
Buhari Building Second Floor
No.3 Moores Road
Chennai - 600006
CIN: L36999TN1988PLC015475