Notice is hereby given that the Nineteenth Annual General Meeting of the Members ofPrajay Engineers Syndicate Limited will be held on Friday, the 1st day ofNovember, 2013 at 3.00 P.M. at Prajay Corporate House, 1-10-63 & 64, Chikoti Gardens,Begumpet, Hyderabad 500016 to transact the following business.
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March2013 and the Profit and Loss Account for the year ended on that date together with Notesannexed thereto and the reports of the Directors and Auditors thereon.
2. To appoint a Director in the place of Sri Vijay Kishore Mishra, Director, whoretires by rotation and being eligible, offers himself for reappointment.
3. To appoint a Director in the place of Sri N. Nageshwara Rao, Director, who retiresby rotation and being eligible, offers himself for reappointment.
4. To appoint a Director in the place of Sri M. Raja Gopala Reddy, Director, whoretires by rotation and being eligible, offers himself for reappointment.
5. To consider and if thought fit, to pass with or without modification(s), thefollowing resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 224 and other applicable provisions, ifany, of the Companies Act, 1956, Sri S.V. Rangan, Chartered Accountant, Secunderabad(Registration No. 022037) be and is hereby re-appointed as Statutory Auditor of theCompany to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting of the Company at such remuneration as maybe fixed by the Board plus service tax as applicable from time to time."
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised tofix the remuneration of the Statutory Auditor and to reimburse the actual out of pocketexpenses as may be incurred in the performance of his duties."
6. To consider and if thought fit, to pass with or without modification(s), thefollowing resolution as a Special Resolution:
"RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions,if any, of the Companies Act, 1956 (including any modification or re-enactment thereof forthe time being in force), and in accordance with the provisions of the Memorandum andArticles of Association of the Company, the Listing Agreements with the Stock Exchangesand the Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines, 1999, and other rules and regulations, prescribed bythe Securities and Exchange Board of India ("SEBI") or any other relevantauthority, from time to time, to the extent applicable and subject to any approvals,consents, permissions and sanctions of any authorities as may be required, and subject toany such conditions or modifications as may be prescribed or imposed by such authoritieswhile granting such approvals, consents, permissions and sanctions, and which may beagreed to and accepted by the Board of Directors of the Company (hereinafter referred toas "the Board", which term shall be deemed to include any Committeeconstituted/to be constituted by the Board to exercise its powers including the powersconferred by this Resolution), consent of the Company be and is hereby accorded to theBoard to introduce and implement the Employee Stock Options Scheme (ESOS) as detailed inexplanatory statement to this notice and to create, grant, offer issue and allot, todirectly or through allotment to the trust created/ to be created for this purpose, or toutilize the shares held by the Trust created for this purpose, for the benefit of suchperson(s) who are in the permanent employment of the Company and the "Directors(including Whole-Time Directors) of the Company (hereinafter collectively referred to asthe "Employees") equity shares of the company and/or options giving right topurchase such number of equity shares of the company, at such price, in such manner,during such period in one or more tranches and on such terms and conditions as the Boardmay decide upto a limit not exceeding 50,00,000 equity shares of Rs 10/- each.
RESOLVED FURTHER THAT the maximum number of Securities issued/granted in terms of thisresolution, to any single Employee (including any Director) during any one year shall beless than one percent of the issued and paid-up equity shares of the company.
RESOLVED FURTHER THAT the Board be and is hereby authorised to formulate, evolve,decide upon and bring into effect the ESOS on such terms and conditions as contained inthe Explanatory Statement to this Item in the Notice and to make any modification(s),changes, variation(s), alteration(s) or revision(s) in the terms and conditions of theESOS from time to time including but not limited to, amendment(s) or revision(s) withrespect to vesting period and schedule, number of options, exercise price, exerciseperiod, eligibility criteria or to suspend, withdraw, terminate or revise the ESOS.
RESOLVED FURTHER THAT the shares may be allotted in accordance with the ESOS eitherdirectly and/or through an existing trust or a trust which may be set up and/or in anyother permissible manner and that the ESOS may also envisage for providing any financialassistance to the trust to enable the trust to acquire, purchase or subscribe theSecurities of the Company as per the ESOS.
RESOLVED FURTHER THAT subject to the terms stated herein, the equity shares allottedpursuant to the aforesaid Resolution shall in all respects rank pari passu inter se withthe then existing equity shares of the company.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board beand is hereby authorised, on behalf of the Company, to do all such acts, deeds, mattersand things as it may, in its absolute discretion, deem necessary, expedient, proper ordesirable and to settle all questions, difficulties or doubts that may arise in thisregard at any stage including at the time of listing of Securities, without requiring theBoard to secure any further consent or approval of the Members of the Company to that endand intent that they shall be deemed to have given their approval thereto expressly by theauthority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or anypowers conferred herein, to any committee of Directors with a power to further delegate toany executives/officers of the company to do all such acts, deeds, matters and things asalso to execute such documents, writings, etc. as may be necessary in this regard.
RESOLVED FURTHER THAT all the lapsed options will be added back to ESOS pool and theBoard be and is hereby authorised to allot these lapsed options to the eligible employeesas per the ESOS Scheme.
| ||By Order of the Board |
|Place : Hyderabad ||D. Vijay Sen Reddy |
|Date : 17.09.2013 ||Chairman |