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KAJARIA CERAMICS LIMITED
J-1/B-1 [Extn], Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044
Phones: 26946409 Fax: 26946407, 26949544
E-Mail : investors@kajariaceramics.com Web Site : http://www.kajariaceramics.com
NOTICE
NOTICE
is hereby given that Twenty Sixth Annual General Meeting of the members of Kajaria Ceramics Ltd will be held on Friday, the
th
13 July 2012 at 12.00 Noon at the registered office of the Company i.e A-27 & 28, Sikandrabad Industrial Area, Sikandrabad, Distt
Bulandshahr (UP) to transact the following business: -
Ordinary Business:
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1. To consider and adopt the Audited Balance Sheet as at 31 March 2012, the Profit & Loss Account for the year ended on that date
together with the Report of theAuditors’ and Directors’ thereon.
2 To declare dividend on Equity Shares.
3.
To appoint a Director in place of Shri RK. Bhargava, who retires by rotation and being eligible, offers himself for re-appointment.
4.
To appoint a Director in place of Shri D.P. Bagchi, who retires by rotation and being eligible, offers himself for re-appointment.
5.
To appointAuditors and to authorize the Board to fix their remuneration.
Special Business:
6.
To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as an Ordinary Resolution(s):
“RESOLVED THAT Mr. H. Rathnakara Hegde, who was appointed as an Additional Director with effect from January 17, 2012 on
the Board of Directors of the Company in terms of Section 260 and other applicable provision, of the Companies Act, 1956 and
Article 105 of Article of Association of the Company and who holds office up to the date of this Annual General Meeting, and in
respect of whom a notice has been received from a Member in writing, under Section 257 of the Companies Act, 1956, proposing
his candidature for the office of a Director, be and is hereby appointed as a Director (independent) of the Company, liable to retire by
rotation.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board of directors of the company or any
officer(s) authorized by it be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion thinks
necessary and desirable.”
7.
To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as an Ordinary Resolution:
nd
“RESOLVEDTHAT in modification of the resolution passed in theAGM held on 2 June 2011 and in accordance with the provisions
of the Section 198, 269, 309, 310,311,349,350 and other applicable provisions, of the Companies Act, 1956 read with Schedule
XIII, as amended up to date, the approval of the members be and is hereby accorded for the revision in the remuneration of
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Sh. Ashok Kajaria, Chairman and Managing Director of the Company with effect from 1 April 2012 for the un-expired period of the
st
st
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Contract (1 April 2012 to 31 March 2016) as set out in the supplemental agreement dated 27 April 2012 entered into by the
Company with him and duly specified in the explanatory statement which forms the part of this resolution, with a liberty to the Board
of Directors (hereinafter referred to as “ the Board” which term shall be deemed to include any committee of the Board Constituted
to exercise its powers, including powers conferred by this resolution) to alter and vary the terms and conditions of appointment and
/or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the Companies Act 1956 or other
statutory modification(s) or re-enactment thereof.”
“RESOLVED FURTHER THAT for the purpose of giving effect of the above resolution the Board of directors of the company or any
officer(s) authorized by it be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion thinks
necessary and desirable.”
8.
To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as an Ordinary Resolution:
st
nd
“RESOLVED THAT in modification of the resolution(s) passed in theAGM held on 21 August 2010 andAGM held on 2 June 2011
and in accordance with the provisions of the Section 198, 269, 309, 310,311,349,350 and other applicable provisions, of the
CompaniesAct, 1956 read with Schedule XIII, as amended up to date, the approval of the members be and is hereby accorded for
st
the revision in the remuneration of Sh. Chetan Kajaria, Joint Managing Director of the Company with effect from 1 April 2012 for
st
st
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the un-expired period of the Contract (1 April 2012 to 31 March 2015) as set out in the supplemental agreement dated 27 April
2012 entered into by the Company with him and duly specified in the explanatory statement which forms the part of this resolution ,
with a liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any committee
of the Board Constituted to exercise its powers, including powers conferred by this resolution ) to alter and vary the terms and
conditions of appointment and /or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the
CompaniesAct 1956 or other statutory modification(s) or re-enactment thereof.”
“RESOLVED FURTHER THAT for the purpose of giving effect of the above resolution the Board of directors of the company or any
officer(s) authorized by it be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion thinks
necessary and desirable.”
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