CHAIRMAN
Notice is hereby given that 19th Annual general Meeting of the Members of I EC
Education Limited will be held on Monday, the 23rd day of September 2013 at 2.00 PM at Sri
Satya Sai International Centre, Lodhi Road, Institutional Area, Pragati Vihar, New
Delhi-110003 to transact the following Business:
Ordinary Business
1. To receive consider and adopt the Audited Balance Sheet as at 31st March, 2013 and
Profit and Loss account for the year ended on that date along with Director's Report and
Auditor's Report thereon.
2. To Consider and appoint a Director in place of Mr. SARABJ IT SINGH SAIN I, who
retires by rotation and being eligible offers himself for reappointment
3. To Consider and appoint a Director in place of Mr. JAIDEEP KUMAR BHOLA, who retires
by rotation and being eligible offers himself for reappointment
4. To Consider and appoint a Director in place of Mr. RAMESH LAL GUPTA, who retires by
rotation and being eligible offers himself for reappointment.
5. To appoint Auditors and to fix their remuneration and in this regard to consider and
if thought fit, to pass with of without modification(s), the following resolution as
ordinary resolution:
"RESOLVED THAT pursuant to Section 224 and other applicable provisions if any,
of Companies Act, 1956, M/s Nath and Hari, Charterd Accountants, be and is hereby
re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual
General Meeting until the conclusion of Next Annual General Meeting of the Company on such
remuneration as shall be determined by Board of Directors."
Special Business
6. To consider and if thought fit, to pass, with or without modification(s), the
following resolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311, 317
read with Schedule XIII and other applicable provisions, if any, of the Companies Act,
1956 and subject to such other approvals as may be necessary, the members of the Company
do hereby approve the re-appointment of Dr. Naveen Gupta as Managing Director of the
Company for a further period of 5 years w.e.f. 27th June 2013 to 26th June 2018 and shall
not be liable to retire by rotation, upon terms and conditions including remuneration as
set out by the Board of Directors, the Board of Directors shall also have the power to
alter and vary the terms and conditions of said appointment so as not to exceed the Mm it
specified in schedule XI11 to the Companies Act, 1956 or any amendments thereto.
"RESOLVED FURTHER THAT in his new tenure remuneration has been kept unchanged as
per Company's policies and as approved by Remuneration Committee within the meaning of
Schedule XIII, Part II Section II (A) of the Companies Act, 1956 the said remuneration or
any incremental thereof as approve shall be paid to him notwithstanding the fact that the
Company has no profits or inadequate profits in any financial year and/or any increments
over the aforesaid remuneration as may be granted to him during his tenure provided that
such remuneration or incremental remuneration shall be within the ceilings stipulated in
Schedule XI11 of the Companies Act, 1956.
"RESOLVED FURTHER THAT Directors of the Company including Company Secretary of the
Company be and are hereby severally authorized on behalf of the Company to do all such
acts, deeds, matters, things as are considered necessary and expedient to give effect to
this resolution including issuing notices to the members of the Company and filing
necessary forms with the Office of Registrar of Companies."