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Memorandum of interest
The nature of the concern or interest of Mr Nammalvar, Alternate Director, is that the above Resolution pertains to his Agreement
with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other Directors or
Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said
Resolution.
The above statement may be treated as an abstract of the terms and memorandum of interest under Section 102 of the
Companies Act, 2013.
Item No 13
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the
appointment of the Cost Auditor and their remuneration as recommended by the Audit Committee requires approval by the
Board of Directors (the Board). The remuneration also requires ratification by the Shareholders | Members.
On the recommendation of the Audit Committee, the Board considered and approved appointment of Cost Auditor,
R. Nanabhoy & Co, Cost Accountants, for conducting Cost Audit of the products in the category of Bulk Drugs, Chemicals, Dyes,
and Insecticides-Technical grade at a 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.
The Resolution is set out as an Ordinary Resolution for ratification by the Members.
The Board seeks ratification of the above Ordinary Resolution by the Members.
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or
otherwise, in the said Resolution.
Item No 14
The Members in their Extraordinary General Meeting held on January 27, 1993 had passed Ordinary Resolution according
their consent under Section 293 (1) (a) of the Companies Act, 1956 for creation of security through mortgage or pledge or
hypothecation or otherwise for securing the borrowing limits as may be sanctioned by the lenders.
With effect from April 01, 2014, Section 180 (1) (a) of the Companies Act, 2013 requires passing of Special Resolution instead
of Ordinary Resolution for creation of such security. Accordingly, the matter is being placed before the Members for passing of
Special Resolution for the purposes narrated in the Resolution.
The Board recommends the above Special Resolution for the approval of the Members.
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or
otherwise, in the said Resolution.
Item No 15
The Members in their Extraordinary General Meeting held on January 27, 1993 had passed Ordinary Resolution according their
consent under Section 293 (1) (d) of the Companies Act, 1956 for borrowing moneys up to a limit of
`
400 crores over and
above the paid-up shares capital and free reserves of the Company.
With effect from April 1, 2014 Section 180 (1) (c) of the Companies Act, 2013 requires passing of a Special Resolution instead
of an Ordinary Resolution for the borrowing in excess of paid-up share capital and free reserves.
Taking into account the future finance requirements for growth plans and expansion programmes being contemplated and
undertaken by the Company and to cater to the working capital needs, a fresh Resolution is proposed in line with the requirements
of Section 180 (1) (c) of the Companies Act, 2013.
Accordingly the proposal for borrowing moneys up to a limit of
`
400 crores over and above the paid-up shares capital and free
reserves of the Company is being placed for approval by way of a Special Resolution by the Members.
The Board recommends the above Special Resolution for the approval of the Members.
None of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested,
financially or otherwise, in the said Resolution.
Registered office:
By order of the Board of Directors
Ashoka Chambers
Rasala Marg
Ahmedabad 380006, Gujarat
India
L99999GJ1975PLC002859
(
T R Gopi Kannan)
June 14, 2014
President, Finance and Company Secretary