NOTICE is hereby given that the SEVENTY FOURTH ANNUAL GENERAL MEETING OF THE MEMBERS OFTHE SIRPUR PAPER MILLS LIMITED, will be held on Monday, the 30th September, 2013 at10.45 a.m. at Bhaskara Auditorium, B.M.Birla Science Centre, Adarshnagar, Hyderabad - 500063 to transact the following business:
1. To receive, consider, approve and adopt the Audited Accounts of the Company for theyear ended March 31, 2013, together with Auditors' Report and the Report of the Directorsthereon.
2. a. To appoint a Director in place of Shri Laxminiwas Sharma, who retires by rotationand is eligible for re-appointment.
b. To appoint a Director in place of Shri P. Vaman Rao, who retires by rotation and iseligible for re-appointment.
c. To appoint a Director in place of Shri Rakesh Bhartia, who retires by rotation andis eligible for re-appointment.
3. To appoint Auditors for the current year and to fix their remuneration and in thisconnection, to consider, and if thought fit, to pass, with or without modifications, thefollowing resolution, as an Ordinary Resolution:
"RESOLVED THAT Messrs. Deloitte Haskins & Sells, Chartered Accountants(Registration No.008072S) 1-8-384 & 385, 3rd Floor, Gowra Grand, S. P. Road, Begumpet,Secunderabad 500 003, be and are hereby re-appointed as statutory auditors of the Companyto hold office from the conclusion of this Annual General Meeting until the conclusion ofthe next Annual General Meeting and that their remuneration be and is hereby fixed at Rs.7,00,000 (Rupees Seven Lakhs only) plus reimbursement of service tax, travelling andout-of-pocket expenses."
4. To consider, and if thought fit, to pass, with or without modifications, thefollowing resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311,Schedule XIII and all other applicable provisions of the Companies Act, 1956 or anystatutory modification(s), enactment(s), re-enactment(s) thereof for the time being inforce and Articles of Association of the Company and subject to such consent(s),approval(s) and permission(s) as may be necessary in this regard, consent of the Membersbe and is hereby accorded to the re-appointment of Shri Devashish Poddar as Vice-Chairman& Managing Director on the terms and conditions as set out below:
I. Period: Two years with effect from August 1, 2013.
a. Salary: Rs. 4,40,000 (Rupees Four lakh forty thousand) per month.
b. Performance bonus: 1% of profit before tax.
c. Perquisites: The perquisites shall be as follows:
a. Free furnished accommodation.
b. If no accommodation is provided by the Company, he shall be entitled to a house rentallowance equal to 60% of the salary.
c. Furniture and fixtures at residence and other amenities such as gas, electricity,water.
The expenditure incurred by the Company on gas, electricity, water and furnishingsshall be valued as per Income Tax Rules, 1962.
ii. Medical reimbursement, leave, leave travel concession, bonus/ex-gratia, personalaccident insurance and long service award as per rules of the Company.
iii. Club fees: Fee of clubs subject to maximum of two clubs. This will not includeadmission and life membership fees.
iv. Conveyance: Free use of Company's car with driver for official work as well as forpersonal purpose.
v. Telephone and computer: Free telephone and computer facility at residence.
vi. Company's contribution to provident fund, superannuation fund or any annuity fundas per rules of the Company.
vii. Gratuity as per rules of the Company.
Provision of car for use in the Company's business and telephone and computer atresidence will not be considered in computing the value of perquisites. The perquisitesshall be valued as per Income Tax Rules, 1962. Personal long distance telephone callsshall be billed by the Company.
III. Minimum remuneration
The remuneration as specified in Sl. No.II subject to approval of Members shallcontinue to be paid to Shri Devashish Poddar as minimum remuneration notwithstanding lossor inadequacy of profits during the tenure of his office.
IV. Duties and responsibilities
a. The Vice-Chairman & Managing Director shall act under the superintendence,control and directions of the Board of Directors and have the powers of the management ofthe whole or substantially the whole of the affairs of the Company and shall perform suchduties and exercise such powers as have been or may from time to time be entrusted orconferred upon him by the Board.
b. The Vice-Chairman & Managing Director shall have control of overall Company'saffairs.
V. Other major terms & conditions
a. The appointment may be terminated by either party by giving the other party threemonths' notice in writing.
b. If at any time, the said appointee ceases to be a director of the Company for anycause whatsoever, he shall cease to be Vice-Chairman & Managing Director.
c. The Vice-Chairman & Managing Director shall not supplement his earnings by anybuying or selling commission. He shall not also become interested or otherwise concerneddirectly or indirectly or through his wife and/or minor children in any selling or buyingagency of the Company.
d. Sitting fee: No sitting fee shall be paid to Vice-Chairman & Managing Directorfor attending the meetings of Board of Directors or a Committee thereof of the Company.
"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts,deeds, matters and things as may be deemed necessary to give effect to the aboveResolution."
5. To consider, and if thought fit, to pass, with or without modifications, thefollowing resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 31 and all other applicableprovisions, if any, of the Companies Act, 1956 or any statutory modification(s),enactment(s), re-enactment(s) thereof for the time being in force and rules framed thereunder and the provisions of other statutes as applicable the existing Articles ofAssociation of the Company be amended as under:
i. The following Article be inserted after existing Article 127 as Article 127A.
Participation through Electronic Mode:
127A: The participation of Directors in a meeting of the Board or a Committee thereofmay be either in person or through video conference facility and/or other permissibleelectronic or virtual facilities for communication. Such participation by the Director(s)at meetings of the Board and Committees thereof, through video conference facility and/oruse of other permissible electronic or virtual facilities for communication shall begoverned by such legal or regulatory provisions as applicable to the Company for the timebeing in force.
ii. The following proviso be inserted after the existing Article 127(3)(a): Providedfurther that a Director participating in a Meeting through use of video conference or anyother permissible electronic mode of communication shall be counted for the purpose ofquorum, as permitted by the applicable laws from time to time.
iii. The following Article be inserted after the existing Article 174(6) as Article174(7): 174(7): Notwithstanding anything contrary contained in the Articles ofAssociation, a document may be served by the Company on any Member by any electronic modeof communication and in such manner as is/ may be permitted by any law.
Where a document is served by any such electronic mode, the service thereof shall bedeemed to be effected in the manner as is/may be provided by any law.
"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referredto as the 'Board' which term shall be deemed to include any Committee or any person whichthe Board may constitute/nominate to exercise its powers, including the powers by thisResolution) be authorized to carry out the above mentioned amendments in the existingArticles of Association of the Company and that the Board may take all such steps as maybe necessary to give effect to this Resolution."
6. To consider, and if thought fit, to pass, with or without modifications, thefollowing resolution, as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of sub-sections 1(e), 2 and 3 of Section94 of the Companies Act, 1956 or any statutory modification(s), enactment(s),re-enactment(s) thereof for the time being in force and Article 16 (c) of the Articles ofAssociation of the Company, the Issued Capital of the Company be reduced from 1,69,96,174Ordinary Shares of each to 1,69,85,000 Ordinary shares of each, by diminishing the IssuedCapital of 1,69,96,174 Ordinary shares of each to 1,69,85,000 Ordinary Shares of each bycancelling the balance 11,174 Ordinary shares which were issued and offered from time totime earlier but have not been taken or agreed to be taken by any person."
7. To consider, and if thought fit, to pass, with or without modifications, thefollowing resolution as a Special Resolution: "RESOLVED THAT pursuant toSection 23 of the Sick Industrial Companies (Special Provisions) Act, 1985, the applicableprovisions of the Companies Act, 1956 or any statutory modification(s), enactment(s),re-enactment(s) thereof and such other laws, rules, regulations, guidelines ornotifications as may be applicable, if any, and subject to approval of audited annualaccounts for the financial year 2012-13 by the Members of the Company in this AnnualGeneral Meeting, the Report of the Board of Directors explaining the reasons of erosion ofmore than 50% of the peak net worth of the Company as per the audited financial results ofthe Company for the year ended March 31, 2013 be and is hereby considered and approved.
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to inform and report as potentially sick industrial Company to the Board forIndustrial and Financial Reconstruction (BIFR) and/or such other state and centralgovernment authorities as may be required under the laws, rules, regulations, guidelinesand directives for the time being in force in India in the prescribed form and to intimatesuch other authorities, entities, financial institutions, stock exchanges, bodycorporates, associations and persons as may be necessary in terms of the agreements,security documents, undertakings, declarations and memorandum of understanding enteredinto by the Company.
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all such acts, things and deeds as may be necessary in this regard and tofile/ submit all the required forms/returns/ documents with the respective authorities togive effect to above Resolution."
| ||By Order of the Board |
| ||For The Sirpur Paper Mills Limited |
| ||Dinesh Lata |
|Registered Office: ||Company Secretary |
|5-9-22/1/1, 1st Floor || |
|Ashoka Chambers || |
|Adarshnagar || |
|Hyderabad - 500 063 || |
|August 14, 2013 || |