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XLO-Machine Tools Ltd.

BSE: 522007 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan XLO-Machine Tools Ltd
NSE 05:30 | 01 Jan XLO-Machine Tools Ltd

XLO-Machine Tools Ltd. (XLOMACHINETOOL) - Chairman Speech

Company chairman speech

NOTICE TO SHAREHOLDER

Notice is hereby given that the Twenty Seventh Annual General Meeting of the members ofXLO Machine Tools Ltd will be held on Thursday, the 27th September, 2012 at 10.00 a.m. atthe Registered office of the Company situated at Gladys Alvares Marg, Opposite Lokpuram,off 2nd Pokhran Road, Thane (W)-400 601, to transact the following business:

ORDINARY BUSINESS:

1. Account for the year ended on that date along with the Reports of the Auditors andBoard of Directors thereon.

2. To appoint director in place of Mr. A. N.Vayangankar, who retires by rotation andbeing eligible, offers himself for reappointment.

3. To appoint Auditors and to authorize the Board of Directors to fix theirremuneration: In this connection, to consider and if thought fit, to pass with or withoutmodification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 224 and other applicableprovisions, if any, of the Companies Act, 1956, M/s H. V. Deodhar & Co., ChartereAccountants, be and are hereby re-appointed as Auditors of the Company to hold office fromthe conclusion of this Annual General Meeting till the conclusion of the next AnnualGeneral Meeting on such remuneration as may be decided by the Board of Directors inconsultation with the said Auditors."

4. To consider and if thought fit, to pass with or without modification(s), thefollowing resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Section 198, 269, 309 readwith Schedule XII and all other applicable provisions, if any, of the Companies Act, 1956or including any statutory modifications or re-enactment thereof and subject to suchapprovals as may be necessary, the consent and approval of the members, be and is herebyaccorded to the payment of remuneration to Shri. Jacob George, w.e.f. 1st July,2012 for aperiod of five years, as per the terms and conditions set out in the explanatory statementon the footing that the said terms and conditions not to exceed the limit specified in theSchedule XIII of the Companies Act, 1956 or any amendment thereto."

"RESOLVED FURTHER THAT subject to the limits prescribed from time to time inSchedule XIII of the Companies Act, 1956 the remuneration payable as aforesaid shall bepaid to Shri. Jaco George as minimum remuneration, notwithstanding that in any financialyear of the Compan during the term of the office as such, the Company may have made noprofits or inadequate profits

"RESOLVED FURTHER THAT the Board of Directors of the Company, be and is herebyauthorised to revise the remuneration including the perquisites, to the extent the Boardof Directors may consider appropriate, as may be permitted or authorised in accordancewith Schedule XIII and other relevant provisions under the Companies Act, 1956, for thetime being in force or any statutory modification or re-enactment thereof and/ or anyRegulations for managerial remuneration which the Government may notify and framethereunder."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to take such actions and steps as may be proper, expedient and necessary and tosign such deeds, documents, writings and agreements as may be required to give effect tothis Resolution.

5 To consider and if thought fit, to pass with or without modification(s), thefollowing resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Section 198. 269, 309 readwith Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956or including any statutory modifications or re-enactment thereof and subject to suchapprovals as may be necessary, the consent and approval of the members, be and is herebyaccorded to the payment of remuneration to Shri. Suresh Naidu, w.e.f. 1st July,2012 for a period of five years, as per the terms and conditions set out in theexplanatory statement on the footing that the said terms and conditions not to exceed thelimit specified in the Schedule XIII of the Companies Act, 1956 or any amendment there to.

"RESOLVED FURTHER THAT subject to the limits prescribed from time to time inSchedule XIII of the Companies Act, 1956 the remuneration payable as aforesaid shall bepaid to Shri. Suresh Naidu minimum remuneration, notwithstanding that in any financialyear of the Company during the term of the office as such the Company may have made noprofits or inadequate profits."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to revise the remuneration including the perquisites, to the extent the Boardof Directors may consider appropriate, as may be permitted or authorised in accordancewith Schedule XIII and other relevant provisions under the Companies Act, 1956, for thetime being in force or any statutory modification or re-enactment thereof and/ or anyRegulations for managerial remuneration which the Government may notify and framethereunder."

'RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to take such actions and steps as may be proper, expedient and necessary and tosign such deeds, documents, writings and agreements as may be required to give effect tothis Resolution"

By Order of the Board
A.N. VAYANGANKAR
EXECUTIVE DIRECTOR
Dated: 25th August, 2012.
Registered Office:
Gladys Alvares Marg,
Opp. Lokpuram, Off 2nd Pokhran Road,
Thane (W)- 400601