Notice is hereby given that the 80th Annual General Meeting of the Shareholders ofIsgec Heavy Engineering Limited will be held on Tuesday February 11 2014 at 12:00 noonat the office premises of Saraswati Sugar Mills Limited Radaur Road Yamunanagar-135001Haryana to transact the following business:
As Ordinary Business:
1. To receive consider and adopt the Accounts and Reports of the Directors andAuditors for the year ended September 30 2013.
2. To declare dividend on Equity Shares for the year ended September 30 2013.
3. To appoint a Director in place of Mr. Tahir Hasan who retires by rotation and iseligible for re-appointment.
4. To appoint a Director in place of Mr. Ranjit Puri who retires by rotation and iseligible for re-appointment.
5. To appoint Auditors and to fix their remuneration.
As Special Business:
To consider and if thought fit to pass with or without modification(s) the followingresolution:-
As Special Resolution:
6. "RESOLVED AS A SPECIAL RESOLUTION that the Directors other than the ManagingDirector and the Whole Time Director shall with effect from October 1 2014 becollectively paid a commission of 1% of the net profits of the Company computed in themanner referred to in sub-section (1) of Section 198 of the Companies Act 1956 whichshall be shared by each such Director equally;
Provided that if in any relevant financial year the amount of such commission exceedsRs. 25000/- per annum for each such Director then each such Director shall be paid Rs.25000/- per annum instead of the amount determined on the basis of 1% of the net profits;
Provided further that if any such Director has held that office for a shorter period inany relevant year he shall be paid the commission proportionately for that period;
Provided also that if after payment of remuneration to the Managing Director and WholeTime Director the amount available as Directors remuneration in accordance with theprovisions of Section 198 of the Companies Act 1956 is smaller than any of the amountsmentioned heretofore than such Director shall be entitled to that lesser amount to beshared on the above stipulated basis."
This resolution shall remain in force for a period of five years with effect fromOctober 1 2014.
| ||By Order of the Board of Directors |
| ||For Isgec Heavy Engineering Limited |
|Registered Office: ||(S.K. KHORANA) |
|Radaur Road Yamunanagar-135001 ||Executive Director |
|Haryana. ||& Company Secretary |
|Dated: January 10 2014 || |
A member entitled to attend and vote is entitled to appoint a proxy to attend and votein his/ her stead and a proxy need not be a member of the Company. Proxy in order to beeffective must be received by the Company not less than 48 hours before the scheduledtime of the meeting. A blank proxy form is annexed to the Annual Report.
2. Corporate shareholders and other incorporated bodies shareholders inter aliaTrust HUF etc. intending to send their authorized representative to attend the meetingare requested to bring along with them a certified true copy of resolution of the boardof directors or its committee thereof/ power of attorney authorizing such person toattend and vote on its behalf at the meeting.
3. The members/ proxies/ authorized representatives are advised to bring original photoidentity for verification if required.
4. Annual Report: Copy of the relevant Directors Report AuditorsReport and the Financial Statements are enclosed.
5. Book Closure:
The Register of Members and Share Transfer Books of the Company shall remain closedfrom February 1 2014 to February 11 2014 (both days inclusive).
6. Payment of Dividend:
The Dividend on Equity Shares for the year ended September 30 2013 will be paid afterdeclaration by the members:-
(i) In respect of shares held in physical form to those members whose names appear onthe Register of Members of the Company on February 11 2014 after giving effect to allvalid share transfers lodged with the Company on or before January 31 2014.
(ii) In respect of shares held in electronic form to those beneficial owners whosenames appear in the statements of beneficial ownership furnished by National SecuritiesDepository Limited and Central Depository Services (India) Limited as at the end ofbusiness on January 31 2014.
7. Members holding shares in physical form are requested to notify and/ or send thefollowing to Companys Share Transfer Agent M/s. Alankit Assignments Ltd. AlankitHouse 2E/21 Jhandewalan Extn. New Delhi - 110055 (phone 011-42541234 23541234) tofacilitate better services :-
i) any change in their address; and
ii) share certificate(s) held in multiple accounts in identical names or joint names inthe same order of names for consolidation of such shareholdings into one account.
8. Pursuant to Section 109A of the Companies Act 1956 a shareholder may nominate inthe prescribed manner a person to whom his/ her shares of the Company shall vest in theevent of his/ her death.
9. Explanatory Statement pursuant to Section 102 of the Companies Act 2013 isannexed.