Notice is hereby given that the Twentieth Annual General Meeting of the Shareholders ofM/s. MARG Limited will be held on Wednesday the 30th September 2015 at 3.00 PM at theHotel Fortune Select Palms 142 Rajiv Gandhi Salai Thoraipakkam Chennai - 600 096 totransact the following business:
Item No.1: Adoption of Financial Statements
To receive consider and adopt the Financial Statements of the Company for the yearended 31st March 2015 including the Audited Balance Sheet as at 31st March 2015 theStatement of Profit and Loss Account for the year ended 31st March 2015 and the Report ofthe Board of Directors and the Auditors thereon.
Item No.2: Re-appointment of Mrs. V P Rajini Reddy Director
To appoint a director in place of Mrs. V P Rajini Reddy (DIN: 00904123) Director whoretires by rotation and being eligible offers herself for re-appointment.
Item No.3: Appointment of Statutory Auditors
To appoint auditors to hold office from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meeting and to fix their remuneration andto pass the following resolution as an Ordinary Resolution:
RESOLVED THAT M/s. K Ramkumar & Co Chartered Accountants (Firm Registration No.02830S) be and are hereby re-appointed as Auditors of the Company from the conclusion ofthis Annual General Meeting until the conclusion of the next Annual General Meeting of theCompany on such remuneration as may be decided on mutual consent and advice of the Board.
TTo approve creation of Charges under Section 180(1)(a) on the assets of the Companyboth present and future in respect of borrowings and in this regard to consider and ifthought fit to pass with or without modification(s) the following resolution as aSpecial Resolution:
"RESOLVED THAT in supersession of the resolution under Section 293(1)(a) of theCompanies Act 1956 passed by postal ballot on 25th September 2007 pursuant to theprovisions of section 180(1)(a) and other applicable provisions if any of the CompaniesAct 2013 as amended from time to time and the rules made thereunder (including anystatutory modification(s) or re-enactment thereof for the time being in force) consent ofthe Company be and is hereby accorded to the Board of Directors of the Company(hereinafter referred to as "the Board" which term shall be deemed to includeany Committee thereof for the time being exercising the powers conferred on the Board bythis Resolution) to create such charges mortgages and hypothecations in addition to theexisting charges mortgages and hypothecations created by the Company on such movable andimmovable properties both present and future and in such manner as the Board may deemfit together with the power to take over the substantial assets of the Company in certainevents in favour of banks/ financial institutions other investing agencies and trusteesfor the holders of debentures/bonds/other instruments to secure rupee/ foreign currencyloans and/ or the issue of debentures whether partly/ fully convertible or non-convertibleand/ or securities linked to ordinary shares and/ or rupee/ foreign currency convertiblebonds and/ or bonds with share warrants attached (hereinafter collectively referred to as"Loans") for securing any loans and/or advances already obtained or that may beobtained from any financial institutions/banks/insurance companies and allinterest/compound interest/ additional interest commitment charges costs charges andall other moneys payable by the company to the concerned lenders.
"RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to doall such acts deeds and things to execute all such documents instruments and writingsas may be required to give effect to this Resolution."
To Give Loans/Guarantees or to provide securities for and on behalf of Companies(Group/ Subsidiary Companies) and to make investment in Companies and in this regard toconsider if thought fit to pass with or without modification(s) the followingresolution as a Special Resolution:
"RESOLVED THAT in supersession of the resolution under Section 372 A of theCompanies Act 1956 passed by postal ballot on 25th September 2007 pursuant to theprovisions of Section 186 of the Companies Act 2013 and any other applicable provisionsof the Companies Act 2013 and rules made there under (including any statutorymodification thereof for the time being in force and as may be enacted from time to time)subject to such approvals consents sanctions and permissions as may be necessary andthe Articles of Association of the Company and all other provisions of applicable lawsconsent of the members of the Company be and is hereby accorded to the Board of Directorsof the Company (hereinafter referred to as "the Board" which term shall bedeemed to include any Committee thereof for the time being exercising the powers conferredon the Board by this Resolution) to give loans to any subsidiary companies (includingoverseas subsidiaries) and/or give any guarantee or provide security in connection with aloan to any subsidiary company(ies) (including overseas subsidiaries) and/or acquire byway of subscription purchase or otherwise the securities of any subsidiary company(ies)(including overseas subsidiaries) upto an aggregate amount not exceeding Rs.5000 crore(Five Thousand Crores) notwithstanding that the aggregate of the loans or guarantees orsecurities so far given or to be given and/ or securities so far acquired or to beacquired by the Company may collectively exceed the limits prescribed under Section 186 ofthe Companies Act 2013.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board ofthe Company be and is hereby authorised to take from time to time all decisions and suchsteps as may be necessary for giving loans guarantees or providing securities or formaking such investments and to execute such documents deeds writings papers and/oragreements as may be required and do all such acts deeds matters and things as it mayin its absolute discretion deem fit necessary or appropriate.
To approve the remuneration of the Cost Auditors for the financial year 2015- 16 and inthis regard to consider and if thought fit to pass the following resolution as anOrdinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) the Cost Auditor Mr. G Sundaresan Practicing Cost Accountant (Membership No.11733) appointed by the Board of Directors of the Company to conduct the audit of thecost records of the Company for the financial year 2015-16 be paid a remuneration of Rs.25000/- (Rupees Twenty Five Thousand only) plus reimbursement of out of pocket expensesand applicable taxes if any in connection with the Audit for the Financial year 2015-2016".
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all acts and take all such steps as may be necessary proper or expedientto give effect to this resolution."
By Order of the Board
For MARG Limited
Rabindra Kumar Samal