51 / 148
49
pertaining to managerial remuneration and for the purpose
of giving effect to this Resolution, the Board 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.”
12. To consider and, if thought fit, pass, with or without
modifications, the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of the Companies
Act, 1956 | the Companies Act, 2013 and other applicable
provisions for the time being in force, appointment as Whole-
time Director of Mr S Nammalvar (holding DIN 02674045), as
an Alternate Director to Mr B N Mohanan, and his receiving
of remuneration including minimum remuneration with effect
from March 28, 2014, during the period he remains Alternate
Director, as per the draft Agreement submitted to this meeting
and for identification initialled by the Chairman be and are
hereby approved.
FURTHER RESOLVED THAT the Board of Directors (Board)
be and is hereby authorised to alter and vary any or all of
the terms and conditions and the draft of Agreement as
approved vide this Resolution as may be deemed fit from
time to time which may have the effect of increasing the
remuneration and for considering modifications, if any, by
the Central Government in regard to the policy | guidelines
pertaining to managerial remuneration and for the purpose
of giving effect to this Resolution, the Board 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.”
13. To consider and, if thought fit, to pass with or without
modifications, the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to Section 148 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, the remuneration of
`
2.24 lacs plus service tax as
applicable and reimbursement of actual travel and out of
pocket expenses for the financial year ending March 31,
2015 as approved by the Board of Directors of the Company,
to be paid to R Nanabhoy & Co, Cost Accountants, for
conducting Cost Audit of the products in the category of
Bulk Drugs, Chemicals, Dyes and Insecticides - Technical
grade, be and is hereby ratified and confirmed.”
14. To consider and, if thought fit, pass, with or without
modifications, the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 180
(1) (a) of the Companies Act, 2013 and other applicable
provisions, if any, for the time being in force and the
Articles of Association, consent of the Company be and is
hereby accorded to the Board of Directors (Board) to create
mortgages and | or charges on all or any of the immovable
and |or movable properties, the whole or substantially the
whole undertaking or undertakings of the Company both
present and future, wherever situated, on such terms and
conditions as the Board may deem fit, for the purpose of
business including for money borrowed | to be borrowed
from lenders, banks, institutions, debenture holders and any
other entity | authority.
15. To consider and, if thought fit, pass, with or without
modifications, the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
180(1)(c) and other applicable provisions, if any, of the
Companies Act, 2013, and the Articles of Association,
consent be and is hereby accorded to the Board of Directors
(Board) to borrow moneys by way of loans, debentures
or otherwise from time to time for the purposes of the
business upon such terms and conditions as the Board may
in its absolute discretion deem fit even if the moneys to be
borrowed together with moneys already borrowed (apart
from temporary loans obtained from the bankers in the
ordinary course of business) may exceed the aggregate of
the paid-up share capital and free reserves of the Company.
PROVIDED however that the total amount of moneys so
borrowed shall not exceed the aggregate of the paid–up
share capital and free reserves by more than
`
400 crores.”
Notes
01. A Member entitled to attend and vote at the meeting is
entitled to appoint a proxy to attend and vote instead of
himself | herself and the proxy need not be a Member.
A person can act as proxy on behalf of the Members not
exceeding fifty and holding in aggregate not more than ten
percent of the total share capital of the Company.
02. Copies of the Balance Sheet, the Profit and Loss Account,
the Directors’ Report, the Auditors’ Report and every other
document required by law to be annexed or attached to the
Balance Sheet for the financial year ending March 31, 2014
are annexed | attached.
03. The Register of Members and the Share Transfer Books of
the Company will remain closed from June 24, 2014 to June
26, 2014 (both days inclusive).
04. The dividend if approved will be paid to those Members
whose names stand on the Register of Members on
June 23, 2014.
The Members holding shares in electronic form may please
note that:
i)
Instructions regarding bank details which they wish
to incorporate in future dividend warrants must be
submitted to their Depository Participants (DPs). As per
the regulations of National Securities Depository Ltd and
Central Depository Services (India) Ltd, the Company is
obliged to print on the dividend warrants, bank details
as furnished by these depositories.
ii)
Instructions already given by the Members for shares
held in physical form will not be automatically
applicable to the dividend paid on shares held in
electronic form.
iii) Instructions regarding change of address, nomination
and power of attorney must be given directly to the DP.
05. Unpaid dividend payable to the Members in respect of the
19
th
dividend onwards, that is, from the year ended March
31, 2007, will be transferred to the Investor Education
and Protection Fund (IEPF). Information in respect of such
unclaimed dividend when due for transfer to the said fund
is given below: