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To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as an Ordinary Resolution:
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“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
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the revision of the remuneration of Sh. Rishi Kajaria, Joint Managing Director of the Company with effect from 1 April 2012 for the
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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 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.”
By Order of the Board
For Kajaria Ceramics Ltd
Regd.Office:
A-27& 28,Sikandrabad Industrial Area
Sikandrabad, Distt Bulandshahr (UP)
RCRawat
Dated: 27.04.2012
Sr V.P (A&T) &Co. Secretary
NOTES
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE ON POLL INSTEAD OF HIMSELF/ HERSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE
COMPANY. APROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS
BEFORE THEMEETING. APROXYSOAPPOINTEDSHALLNOTHAVEANYRIGHT TOSPEAKAT THEMEETING.
2.
Members who hold equity shares in dematerialized form are requested to write their client id and DP-id numbers and those who
hold equity shares in physical forms are requested to write their folio number in the Attendance Slip for attending the meeting.
Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy
of the Board resolution authorizing representative to attend and vote on their behalf at theMeeting.
3.
Members are requested to bring their copies ofAnnual Report andAttendance slip at the time of meeting.
4.
The relevant Explanatory statement pursuant to section 173(2) of the Companies Act, 1956 in respect of the Special Business is
annexed hereto.
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5.
Register of Members shall remain closed from4 July 2012 to 13 July 2012 (both days inclusive).
6.
The dividend, if any, declared at this Annual General Meeting will be paid to those members whose names appear on the Register
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of Members of the Company as on 13 July 2012, after giving effect to all the valid transfers in physical forms lodged with the
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Company and its Registrar and Transfer Agent on or before 3 July 2012. The members whose shares are held in electronic form,
the dividend will be paid to those beneficial owners as per details furnished by the depositories at the close of business hours on
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3 July 2012.
7.
Members holding shares in physical form are requested to notify/send the following to the Registrar & Transfer Agent of the
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Company M/sMCS Limited, F-65, 1 Floor, Okhla Industrial Area Phase-1, NewDelhi 110020: -
i)
any change in their mailing address;
ii)
particulars of their bank account & e-mail ids in case the same have not been sent earlier, and share certificate(s) held in
multiple accounts in identical manners or joint accounts in the same order of names, for consolidation of such shareholding
into one account.
Further, please note that Members holding equity shares in electronic forms, are requested to contact for updation required in
address, e-mail ids, bank details, bank mandate, ECSmandate and also requests for registration of nomination are to be intimated
to your DPand not to the Company or our Registrar.
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8.
Members, who have not encashed their dividend warrant for the financial year ended 31 March, 2005 and/or the dividend warrants
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issued after 1 April, 2005 or any subsequent financial year so far, are requested to make their claim to the Share Department /
Share TransferAgent of the company. However all the unclaimed dividend pertaining to the financial years before the financial year
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ended on 31 March 2004 have been transferred to the Investor Education and Protection Fund as per the provision of Sec. 205C
of the CompaniesAct, 1956.
9.
Brief resume and other particulars of Mr. R.K. Bhargava, Mr. D.P.Bagchi, Mr. H. Rathanakara Hegde, Mr.Ashok Kajaria, Mr. Chetan
Kajaria
Mr. Rishi Kajaria are enclosed.
10. Members desirous of getting any information about the accounts and operations of the Company are requested to address their
queries to the Company Secretary at the Corporate Office of the Company at J-1/B-1(Extn), Mohan Co-operative Industrial Estate,
Mathura Road, NewDelhi-110044, 10 days before themeeting enabling theManagement to keep the information ready.
and
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