To receive, consider and adopt the Audited Balance Sheet as at 31st March,
2015 and the Statement of Profit and Loss for the year ended on that date and the Report
of the Directors and the Auditors thereon.
To appoint a Director in place of Sri.V.Rajvirdhan (DIN 00156787), who retires by
rotation and being eligible, offers himself for re-appointment.
To re-appoint auditors of the Company to hold office from the conclusion of this AGM
until the conclusion of the fifth consecutive AGM and to fix their remuneration and to
pass the following resolution thereof.
RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and
the Rules made there under, and pursuant to the recommendations of the Audit Committee of
the Board of Directors, Messrs.Haribhakti & Co LLP, Chartered Accountants (Firm
Registration Number:103523W), be and are hereby re-appointed as the statutory auditors of
the Company, to hold office from the conclusion of this AGM to the conclusion of the fifth
consecutive AGM (subject to the ratification of the appointment by the members at every
AGM held after this AGM) and the Board of Directors be and are hereby authorized to fix
such remuneration as may be determined by the Audit Committee in consultation with the
auditors plus applicable service tax and re-imbursement of travelling and out of pocket
expenses incurred by them for the purpose of audit.
SPECIAL BUSINESS:
To consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:
RESOLVED THAT, pursuant to Section 149, 152, Schedule IV and other applicable
provisions of the
Companies Act, 2013 and the Companies (Appointment and Qualification of Directors)
Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) Ms.Aishwarya Rao (DIN 07144139), who was appointed as an Additional
Director of the Company by the Board of Directors with effect from 31st March
2015 and who holds the office till the date of AGM, in terms of Section 161 of the
Companies Act, 2013, and in respect of whom the Company has received a notice in writing
from a member under Section 160 of the Companies Act, 2013 , signifying his intention to
propose Ms.Aishwarya Rao as candidate for the office of Director of the Company, be and is
hereby appointed as an Independent Director of the Company for 5 consecutive years
effective from 10th September 2015 to 9th September 2020 and is not
liable to retire by rotation.
To consider and if thought fit, to pass the following resolution as a Special
Resolution:
RESOLVED THAT, pursuant to Clause 49 of the Listing Agreement entered into with Stock
Exchanges and Section 188 and all other applicable provisions, if any of the Companies
Act, 2013 (the Act including statutory modifications(s) or re-enactments) and
read with Companies (Meetings of Board and its Powers) Rules 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) with any amendment
thereto and subject to such approvals, consents, sanctions and permissions as may be
necessary, consent of the members of the Company be and is hereby accorded to the Board of
Directors of the Company to enter in to contracts and /or agreements with the related
parties as defined under the Act with respect to sale, purchase or supply of any goods or
materials, selling or otherwise disposing of or buying, leasing of property of any kind,
availing or rendering of any services or any other transaction of whatever nature with
related parties as per the terms and limits set out in the explanatory statement annexed
hereto.
Name of the Related Parties
L.G. Balakrishnan & Bros Limited
L.G.B. Auto Products Private Limited
RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board
be and is hereby authorized to do all such acts, deeds, matters and things and to give
such directions as may be necessary or expedient and to settle any question, difficulty or
doubt that may arise in this regard as the Board in its absolute discretion may deem
necessary or desirable and its decision shall be final and binding.
|
By order of the Board |
Coimbatore |
G. Karthik |
30.04.2015 |
Company Secretary |