KAJARIA CERAMICS LIMITED
CIN NO. : L26924UP1985PLC007595
Reg. Office: A-27 to 30, Industrial Area, Sikandrabad, District Bulandshahr, U.P. – 203205
Phones: +91-5735-222393, 222819 Fax: +91-5735-222140
Corp. Office : J-1/B-1 [Extn], Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044
Phones: +91-011-26946409 Fax: +91-011-26946407
E-Mail:
Web Site:
1
NOTICE
NOTICE
is hereby given that Twenty Eighth Annual General Meeting of the members of Kajaria Ceramics Ltd will be held on
st
Friday, the 1 day of August 2014 at 12.00 Noon at the registered office of the Company situated at A-27 to 30, Industrial Area,
Sikandrabad, Distt Bulandshahr (UP) - 203205, to transact the following business: -
Ordinary Business:
1.
To receive, consider and adopt the standalone and consolidated financial statements which includes the Audited Balance
Sheet as at March 31, 2014, the Statement of Profit and Loss for the financial year ended as on that date and the Cash Flow
Statement together with the reports of the Board of Directors and StatutoryAuditors thereon.
2 To declare dividend on Equity Shares for the financial year 2013-14.
3.
To appoint a Director in place of Mr. Raj Kumar Bhargava (DIN : 00016949), who retire by rotation and being eligible offers
himself for re-appointment.
4.
To appoint a Director in place of Mr. Debi Prasad Bagchi (DIN : 00061648), who retire by rotation and being eligible offers
himself for re-appointment.
5.
To appoint Statutory Auditors of the company and to fix their remuneration and in this regard to consider and if thought fit, to
pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT M/s. O.P Bagla & Co., Chartered Accountants (ICAI Registration No. 000018N) be and is hereby
appointed as StatutoryAuditors of the Company, to hold the office from the conclusion of thisAnnual General Meeting of the
Company till the Conclusion of next Annual General Meeting of the Company, (but shall not exceed for more than three
st
years i.e upto conclusion of 31 Annual General Meeting of the Company, subject to annual ratification by the members at
the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules
thereunder) at such remuneration as shall be fixed by the Board of Directors of the Company.”
Special Business:
6.
ToAppoint Mr. Sandeep Singhal
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 all other applicable
provisions of the CompaniesAct, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of the ListingAgreement, as
amended upto the date, Mr. Sandeep Singhal (DIN : 00040491), who was appointed as an additional director in terms of
Section 161 (1) of the CompaniesAct, 2013 andArticles ofAssociation of the company and who holds office upto the date of
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.”
7.
ToAppoint Mr. Raj Kumar Bhargava (DIN : 00016949) 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
(DIN : 00040491)
