To receive, consider and adopt the Audited Financial Statements of the Company for the
financial year ended March 31,2015 and the Reports of the Board of Directors and the
Auditors thereon.
To appoint a Director in the place of Mr.Bala V. Kutti having Director
Identification No.00765036 who retires by rotation and being eligible offers himself for
reappointment.
Appointment of Auditor.
To consider and if thought fit, to pass, with or without modifications, the following
resolution as an ordinary resolution
“RESOLVED THAT pursuant to the provisions of sections 139,142 and other
applicable provisions, if any, of the Companies Act, 2013(the Act) and the Companies
(Audit and Auditors) Rules, 2014, (the rules) (including any statutory modifications or
re-enactments thereof for the time being in force) M/s.V.Ramaratnam&Co, Chartered
Accountants, Chennai having ICAI firm registration no. 002956S who have offered themselves
for re appointment and have confirmed their eligibility to be appointed as Auditors, in
terms of provisions of section 141 of the Act and Rule 4 of the Rules, be and are hereby
re-appointed as statutory Auditors of the Company for the Company's financial year 2015-16
to hold office from the conclusion of this Annual General Meeting of the Company until the
conclusion of the next Annual General Meeting of the Company on such remuneration as may
be agreed upon by the Board of Directors and the Auditors, in addition to service tax and
re-imbursement of out of pocket expenses incurred by them in connection with the audit
ofAccounts of the Company.”
SPECIAL BUSINESS:
Re-appointment of Mr. K.S. Ravindranath,DIN No. 00848817 as Whole Time Director
To consider & if thought fit, to pass, with or without modifications, the following
resolutions as special resolution.
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, and other
applicable provisions of the Companies Act, 2013, read with Schedule V to the Act, and the
Articles of Association and subject to such approvals as may be required, consent of the
Company, be and is hereby accorded for the re-appointment of Mr. K.S. Ravindranath, (DIN
No. 00848817) as the Whole time Director of the Company for the period of 3 years with
effect from 1.11.2015 to 31.10.2018 upon the terms and conditions set out in the
Explanatory Statement annexed to the Notice convening this Annual General Meeting, with
authority to the Board of Directors to alter and vary the terms and conditions of the said
appointment in such manner as may be agreed to between the Board of Directors and Mr. K.S.
Ravindranath.”
“RESOLVED FURTHER THAT the Board or a Committee thereof be and is hereby
authorized to take all such steps as may be necessary, properand expedient to give effect
to this resolution.”
Appointment of Mr. T.S. Raghavan, DIN No. 00446651 as an Independent Director
To consider & if thought fit, to pass, with or without modifications, the following
resolutions as special resolution.
“RESOLVED THAT pursuant to provisions of Sections 149 and 152 read with
Schedule IV and all otherapplicable provisions, if any, of the Companies Act, 2013 and the
Rules, 2014 (including any statutory modification(s) and re-enactment thereof for the time
being in force), and Clause 49of the Listing Agreement, Mr. T.S. Raghavan, (holding DIN
No. 00446651), be and is hereby appointed as an Independent Director of the Company to
hold the office for 5 years up to the conclusion of the 25th Annual General
Meeting and that he shall not be liable to retire by rotation.” “RESOLVED
FURTHER THAT the Board or a Committee thereof be and is hereby authorized to take all
such stepsas may be necessary, proper and expedient to give effect to this
resolution.”
Appointment of Mr. Niranjan R. Jagtap, DIN No. 01237606 as an Independent Director
To consider & if thought fit, to pass, with or without modifications, the following
resolutions as special resolution.
“RESOLVED THAT pursuant to provisions of Sections 149 and 152 read with
Schedule IV and all otherapplicable provisions, if any, of the Companies Act, 2013 and the
Rules, 2014 (including any statutory modification(s) and re-enactment thereof for the time
being in force), and Clause 49 of the Listing Agreement, Mr. Niranjan R. Jagtap,
(holding DIN No. 01237606), be and is hereby appointed as an Independent Director of
the Company to hold the office for 5 years up to the conclusion of the 25th
Annual General Meeting and that he shall not be liable to retire by rotation.” “RESOLVED
FURTHER THAT the Board or a Committee thereof be and is hereby authorized to take all
such steps as may be necessary, proper and expedient to give effect to this
resolution.”
Appointment of Ms. ALICE CHHIKARA, (DIN No. 00088920) as Director
To consider & if thought fit, to pass, with or without modifications, the following
resolutions as special resolution.
“RESOLVED THAT pursuant to the provisions of Section 152, 161 and any other
applicable provisions of the Companies Act, 2013 and any rules made thereunder read with
Schedule IV to the Act, Ms. Alice Chhikara, (holding DIN No. 00088920), who was
appointed as an Additional Director of the Company by the Board of Directors w.e.f. July
29, 2015 and who holds office up to the date of this Annual General meeting and in respect
of whom the Company has received a notice in writing from a member proposing the
candidature of Ms. Alice Chhikara, for the office of the Director of the Company, be and
is hereby elected and appointed as an Non-Executive Director & Non-Independent
Director whose period of office shall be liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board or a Committee thereof be and is hereby
authorized to take all such steps as may be necessary, properand expedient to give effect
to this resolution.”