Chairman
1. A member entitled to attend and vote at the Annual General Meeting is entitled to
appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need
not be a member of the Company. The instrument appointing the proxy should, however, be
deposited at the registered office of the Company not less than forty-eight hours before
the commencement of the meeting. A BLANK PROXY FORM IS ENCLOSED.
2. The Explanatory Statement pursuant to the provisions of Section 173(2) of the
Companies Act, 1956, setting out material facts in respect of the business under item no.
5, 6, 7 & 8 are annexed hereto.
3. Corporate members intending to send their authorized representatives to attend the
meeting are requested to send to the company a certified copy of the Board resolution
authorizing their representative to attend and vote on their behalf at the meeting.
4. Brief profile of all the Directors proposed to be appointed/ re-appointed, nature of
their expertise in specific functional areas, names of the companies in which they hold
directorships and memberships/chairmanship of Board Committees, shareholding and
relationship between directors inter-se as stipulated under Clause 49 of the listing
agreement with the Stock Exchanges are annexed herewith.
5. Members seeking any information with regard to accounts or operations are requested
to write to the Company at least 10 days in advance, to enable the Company to keep the
information ready.
6. Members are requested to
(a) bring their attendance slip along with their copy of annual report to the meeting.
(b) note that all correspondence relating to share transfer should be addressed to
Registrar & Share Transfer Agents of the Company, MCS Limited at F-65, 1st Floor,
Okhla Industrial Area, Phase-1, New Delhi- 110020.
(c) quote their DP ID No./Client ID No, or folio number in all correspondence.
(d) Members should communicate their valid Email Id to facilitate corporate
communication as per the form attached on page 45.
7. Relevant documents referred to in the accompanying Notice are open for inspection by
the members at the registered office of the Company on all working days, except Saturdays,
between 11.00 a.m. to 1.00 p.m. up to the date of the meeting.
8. (a) The Register of Members and Share Transfer Books of the Company will remain
closed from September 7, 2013 to September 12, 2013 (both days inclusive) in terms of the
provisions of Section 154 of the Companies Act, 1956 for the purpose of Annual General
Meeting and for determining the names of members eligible for dividend on Equity Shares,
if declared at the meeting.
(b) The dividend on Equity Shares, if declared at the Meeting, will be paid to those
members holding shares
(i) in physical form, if their names appear in the Register of Members as on September
12, 2013 and
(ii) in dematerialized/electronic form, the dividend will be paid on the basis of
beneficial ownership as per details to be furnished by the Depositories i.e National
Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as
at the end of business on September 6, 2013.
9. Members may please note that for shares in electronic form, bank particulars
registered against their depository accounts will be used by the Company for payment of
dividend, therefore they are requested to intimate immediately any change in their address
or bank mandates to their Depository Participants with whom they are maintaining their
demat accounts. Members holding shares in physical form are requested to advise any change
in address immediately to the Company/ Registrar & Share Transfer Agent, M/s MCS
Limited.
10. Pursuant to the provisions of Section 205C of the Companies Act, 1956, the amount
of dividend remaining unclaimed and unpaid for a period of 7 years from the date of
payment is required to be transferred to the Investor Education and Protection Fund
(the IEPF) established by the Central Government. Members who have not yet encashed
their dividend warrants for the previous years, are requested to make their claims to the
Company immediately. Members may please note that no claims shall lie either against the
Company or the Registrar and Transfer Agents in respect of dividends which remain
unclaimed and unpaid for a period of 7 years from the date of payment and no payment shall
be made in respect of such claims.
11. As per the provisions of the Companies Act, 1956, facility for making nominations
is available for shareholders, in respect of shares held by them. Nomination forms can be
obtained from the Registrar and Share Transfer Agents of the Company.
12. The Securities and Exchange Board of India(SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members holding shares
in physical form can submit their PAN details to the Company/Registrar and Transfer Agents
M/s MCS Limited.