2
amended upto the date, Mr. Raj Kumar Bhargava (DIN : 00016949), Director of the Company, who retire by rotation at this
Annual General Meeting and in respect of whom the company has received a notice in writing under section 160 of the
Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold office, for five consecutive years for a term up to
rd
the conclusion of the 33 Annual General Meeting of the Company in the Calendar Year 2019.”
“RESOLVED FURTHER THAT
for the purpose of giving effect to the above resolution(s) 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.
ToAppoint Mr. Debi Prasad Bagchi
as an Independent Director
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT
pursuant to the provisions of section 149, 150, 152 read with Schedule IV and any other applicable
provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof for the time being in
force and Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement, as
amended upto the date, Mr. Debi Prasad Bagchi (DIN : 00061648), Director of the Company, who retire by rotation at the
Annual General Meeting, be and is hereby appointed as an Independent Director of the Company to hold office, for five
rd
consecutive years for a term up to the conclusion of the 33 Annual General Meeting of the Company in the Calendar Year
2019.”
“RESOLVED FURTHER THAT
for the purpose of giving effect to the above resolution(s) 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.”
9.
ToApprove Remuneration of CostAuditor for the financial year ending 31st March 2015
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT
pursuant to the provisions of Section 148 and other applicable provisions of the CompaniesAct, 2013, if
any, and Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof, for
the time being in force), M/s G.T & Company, the Cost Auditor (REGN No: 000253), appointed by the Board of Directors of
the Company to conduct the audit of the Cost Records of the Company for the financial year ending March 31, 2015, be paid
the remuneration as set out in the explanatory statement annexed to the Notice convening this meeting.”
“RESOLVED FURTHER THAT
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 and to take all such steps as may be necessary, proper or expedient to give
effect to this resolution.”
By Order of the Board
For Kajaria Ceramics Ltd
Dated: 07.05.2014
R. C. Rawat
Place: NewDelhi
Executive VP (A&T) &Co. Secretary
NOTES
1.
AMEMBER 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
MEMBEROF THE COMPANY. APROXY INORDER TOBE EFFECTIVEMUST BE RECEIVED BY THE COMPANYNOT
LESS THAN 48 HOURS BEFORE THE MEETING. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO
SPEAKAT THEMEETING.
A PERSON CAN ACT AS PROXY ON BEHALF OF THE MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN
AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY, CARRYING VOTING
RIGHTS. AMEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING
VOTING RIGHTS MAY APPOINT SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY
FORANYOTHERPERSONORSHAREHOLDER.
2.
Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the
Company a Certified True Copy of the Board Resolution authorizing their representative to attend and vote on their behalf at
themeeting.
(DIN : 00061648)
