1. A member entitled to attend and vote is entitled to appoint a proxy to attend and tovote on a poll instead of himself and such proxy need not be a member of the company.Proxies in order to be effective must be received by the company not later 48 hours beforethe meeting.
2. The Statement pursuant to Section 102(1) of the Companies Act2013 with respect tothe special business set out in the Notice is annexed hereto.
3. The Dividend on Equity Shares if any as recommended by the Board of Directors ofthe Company when approved at the Annual General Meeting of the Company will be paid on orafter 10th October2014.
4. Members are requested to notify immediately any change in their address.
5. The Register of Members and the Share Transfer Book of the Company will remainclosed from 21st September 2015 to 26th September 2015 (both daysinclusive).
6. Members desiring to submit mandates to lodge transfer deed for shares are requestedto forward the same so as to reach the Companys Registrars M/s Universal CapitalSecurities Pvt. Ltd. 21 Shakil Niwas Mahakali Caves Andheri (East) Mumbai-400093.
7. In accordance with the provisions of Clause 49 of the Listing Agreement with theStock Exchanges the particulars of Directors who are proposed to be re-appointed are givenhere under.
8. Members are requested to send their queries to the Company if any on Accounts atleast 10 days before the Meeting.
9. In case of physical shares the instrument of Share Transfer complete in all respectshould be sent so as to reach to the Registered Office of the Company or at the office ofR & T Agent prior to closure of the Register of Members as stated above.
10. Corporate Members intending to send their authorised representatives to attend theMeeting are requested to send a certified copy of the Board Resolution authorizing theirrepresentative to attend and vote on their behalf at the Meeting.
11. Members/Proxies should bring the attendance slip duly filled in for attending the
Meeting. The Attendance slip is sent with this Annual Report.
12. In term of the provisions of Section 108 of the Companies Act2013 read with Rule20 of the Companies (Management and Administration) Rules2014 and Clause 35B of theListing Agreement the Company is pleased to offer e-voting facility as an alternate toall its Members to enable them to exercise their right to vote by electronic meansshortly.
13. The e-voting period commences on 23/09/2015 and ends on 25/09/2015. During thisperiod shareholders of the Company holding shares either in physical form or indematerialized form as on the cut-off date (record date) of 19/09/2015 may cast theirvote electronically. The e-voting module shall also be disabled by CSDL for votingthereafter. Once the vote on a resolution is cast by the shareholder the shareholdershall not be allowed to change it subsequently.
14. The voting rights of Shareholders shall be in proportion to their shares of thepaid up equity share capital of the Company as on Friday 23rd May 2014.
15. Since the Company is required to provide members facility to exercise their rightto vote by electronic means shareholders of the Company holding shares either inphysical form or in dematerialized form as on the cut-off date (record date) of19/09/2015 and not casting their vote electronically may only cast their vote at theAnnual General Meeting.
16. The Scrutinizer shall within a period of not exceeding three(3) working days fromthe conclusion of the e-Voting period unlock the votes in the presence of at least two(2)witnesses not in the employment of the Company and make a Scrutinizers Report of thevotes cast in favour or against if any forthwith to the Chairman of the Company.
17. The Results shall be declared on or after the 24th Annual General Meeting of the
Company. The Results declared along with the Scrutinizers Report shall be placedon the Companys website and on the website of CDSL within two(2) days of passing ofthe resolutions at the 24th Annual General Meeting of the Company on 26th September2015 and communicated to the BSE Limited.
18. Explanatory Statement pursuant to Section 102 of the Companies Act 2013
(Corresponding to Section 173(2) of the Companies Act 1956) in respect of SpecialBusiness set out in the Notice is annexed hereto.
19. Additional information pursuant to Clause 49 of the Listing Agreement with Stock
Exchange regarding the Directors who are proposed to be reappointed at the AnnualGeneral Meeting are provided in the Annexure to this Notice.
20. Recently the Ministry of Corporate Affairs (MCA) Government of India throughits
Circular Nos. 17/2011 and 18/2011 dated April 21 2011 and April 29 2011respectively has allowed companies to send official documents to their shareholderselectronically as part of its green initiatives in corporate Governance.
Recognizing the spirit of the circular issued by the MCA we henceforth propose to sendDocuments like the Notice convening the general meetings Financial StatementsDirectors Auditors Report etc to the email address provided by you with yourdepositories.
We request you to update your email address with your depository participant to ensurethat the annual report and other documents reach you on your preferred email.
| ||For and on behalf of the Board |
|Place: Mumbai || |
|Date : 22/05/2015 || |
| ||ASHOK M. MEHTA |
| ||Din : 00163206 |
| ||Chairman & Managing Director |