Notice to the Shareholders
NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the Members ofJai Balaji Industries Limited will be held on Thursday, 12th September, 2013 at 11.00 a.m.at Rotary Sadan (Shripati Singhania Hall), 94/2 Chowringhee Road, Kolkata 700 020to transact the following business:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 andStatement of Profit and Loss Account for the nine months/financial year ended on that datetogether with the Report of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Shri Satish Chander Gupta who retires by rotationand being eligible, offers himself for re-appointment.
3. To appoint a Director in place of Shri Ashim Kumar Mukherjee, who retires byrotation and being eligible, offers himself for reappointment.
4. To consider and if thought fit to pass with or without modification(s), thefollowing resolution as an Ordinary Resolution.
"RESOLVED THAT subject to the provisions of Section 225 and other applicableprovisions, if any, of the Companies Act, 1956, M/s. S. K. Agrawal & Co., CharteredAccountants , of 4A, Council House Street, Kolkata - 700 001 be and are hereby appointedas Auditors of the
Company to hold office from the conclusion of this Annual General Meeting upto theconclusion of the next Annual General Meeting in place of the retiring Joint StatutoryAuditors, M/s. U. Narain & Co., and M/s. Rashmi & Co. Chartered Accountants, forthe financial year 2013-14 at such remuneration as may fixed by the Board of Directors andAudit Committee of Directors, apart from reimbursement of out of pocket expenses andtaxes, as applicable."
Item No. 5
To consider and, if thought fit, to pass, with or without modification(s), thefollowing Resolution as an Ordinary Resolution:
"RESOLVED THAT Shri Shailendra Kumar Tamotia who was appointed by the Board ofDirectors as an Additional Director of the Company with effect from 15th May, 2013 and whoholds office upto the date of this Annual General Meeting of the Company in terms ofSection 260 of the Companies Act, 1956 and in respect of whom the Company has received anotice in writing from a member under Section 257 of the Companies Act, 1956, proposinghis candidature for the office of Director of the Company, be and is hereby appointed as aDirector of the Company, liable to retire by rotation."
Item No. 6
To consider and, if thought fit, to pass, with or without modification(s), thefollowing resolution as Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309,310 of the Companies Act, 1956 and other applicable provisions, if any, of the CompaniesAct, 1956 and subject to the approval of such authorities as may be required, the Companyhereby approves re-appointment of Shri Sanjiv Jajodia as Whole-time Director of theCompany for a further period of 5 (five) years w.e.f. 1st May, 2013 on the terms,conditions and remuneration as mentioned in the agreement dated 22nd April, 2013, enteredbetween the Company and Shri Sanjiv Jajodia, Whole-time Director."
"RESOLVED FURTHER THAT the terms & conditions of the said re-appointmentand/or agreement may be altered and varied from time to time by the Board as it may bemutually agreed to between the Company and Shri Sanjiv Jajodia subject to the limitscontained in the Companies Act, 1956."
"RESOLVED FURTHER THAT in case of losses or inadequate profits or for anyother reasons as stated in Schedule XIII of the Companies Act, 1956, no remuneration shallbe paid to Shri Sanjiv Jajodia, Whole-time Director or if payable shall be governed by theprevailing statutes in any financial year, during his tenure of office and that at presentno remuneration is payable to Shri Sanjiv Jajodia till such time as may be decided by theBoard."
"RESOLVED FURTHER THAT the Board be and are hereby authorised to filenecessary forms with the Registrar of Companies and to take further steps to give effectto this resolution and to do all such act, deeds and things as may be necessary andincidental thereto for the said purpose."
|Registered Office: || |
| ||By Order of the Board |
|5, Bentinck Street, || |
|Kolkata 700 001 ||For Jai Balaji Industries Limited |
|Place : Kolkata ||Ajay Kumar Tantia |
|Date : 12th August, 2013 ||Company Secretary |