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42

NOTICE is hereby given that the Thirty-

second Annual General Meeting of the

Members of the Company will be held on

August 7, 2009, Friday at 11.00 am at

Sheth Shri Amrutlal Hargovandas

Memorial Hall, Gujarat Chamber of

Commerce and Industry, Gujarat

Chamber Building, Ashram Road,

Ahmedabad 380009, Gujarat, India to

transact the following business:

Ordinary Business:

1. To receive, consider and adopt the

Balance Sheet as on March 31, 2009 and

the Profit and Loss Account for the year

ended on that date together with the

reports of Directors and the Auditors

thereon.

2. To declare dividend

3. To appoint a Director in place of Dr K

Aparajithan, who retires by rotation

under Article 134 of the Articles of

Association of the Company and being

eligible, offers himself for reappointment.

4. To appoint a Director in place of Mr G

S Patel, who retires by rotation under

Article 134 of the Articles of Association

of the Company and being eligible, offers

himself for reappointment.

5. To appoint Dalal & Shah, Chartered

Accountants, as Auditors and to fix their

remuneration

Special business

6. To consider and, if thought fit, to pass,

with or without modifications, the

following resolution as an ordinary

resolution

“RESOLVED THAT Mr B N Mohanan,

retiring at this Annual General Meeting,

having been appointed as an Additional

Director and who being eligible offers

himself for appointment and in respect

of whom the Company has received a

notice in writing under Section 257 of

the Companies Act, 1956 from a

member proposing his candidature, be

and is hereby appointed a Director of the

Company.”

7. 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 Section 198, 269, 309 and

other applicable provisions of the

Companies Act, 1956, the Company

hereby approves the appointment of Mr

B N Mohanan as a Wholetime director,

on the terms and conditions of

appointment including remuneration for

a period of five years from January 1,

2009, as set out in the draft Agreement

submitted to this meeting and for

identification initialled by the Chairman,

which agreement is hereby specifically

sanctioned with power to the Board to

alter or determine the conditions thereof,

in such manner as may be agreed to

between the parties and within the limits

prescribed by the Central Government.

FURTHER RESOLVED THAT the Board of

Directors be and is hereby authorised to

alter and vary any or all of the terms and

conditions as approved vide this

resolution as may be deemed fit from

time to time which may have the effect

of increasing the remuneration or

perquisites or benefits and for the

purpose of giving effect to this resolution

the Board of Directors be and is hereby

authorised to do all such acts, deeds,

matters and things as it may in its

absolute discretion deem necessary,

expedient, usual or proper in the best

interest of the Company.”

By Order of the Board

T R Gopi Kannan

Ahmedabad

President, Finance &

June 05, 2009

Company Secretary

Notice