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Carborundum Universal Limited Regd.off: 'Parry House', 43, Moore Street, Chennai - 600 001 , India. Tel.: +91-44-3000 6161 Fax: +91-44-3000 6149 Email: [email protected] Website: www.cumi.murugappa.com CIN No. : LZ9224TN1954PLC000318. sth July 2019 BSE Limited pt Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort Mumbai 400 001 Stock Code: 513375 The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, Sth Floor Plot No. C/1, G Block Bandra-Kurla Complex, Sandra (E) Stock Code: CARBORUNIV-EQ Mumbai 400 051 Dear Sirs, Sub: Annual Report for the financial year ended 315t March 2019 We enclose a copy of the Annual Report of our Company comprising the financial statements, Directors report and Auditors report thereon for the financial year ended 3Pt March 2019 and the Notice convening the 65th Annual General Meeting of the Company, copies of which is being despatched to the shareholders of the Company. Thanking you, Yours faithfully For~borundum Universal Limited ~ /;Re ha.st:t:rendhiran 1' Company Secretary Encl.: a.a. murugappa~ CARBORUNDUM UNIVERSAL LIMITED CIN:L29224TN1954PLC000318 Registered Office: Parry House, 43 Moore Street, Chennai - 600001, India Tel: +91-44-30006161; Fax: +91-44-30006149; E-mail: [email protected]; Website: www.cumi-murugappa.com NOTICE TO MEMBERS NOTICE is hereby given that the Sixty Fifth Annual General Item No.4 - Re-appointment of Mr. M M Murugappan, Director Meeting (AGM) of the Members of the Company will be held at To consider and if deemed fit, to pass the following as an Ordinary 3.00 p.m. IST on Wednesday, 31st July 2019 at TTK Auditorium Resolution: (Main Hall), The Music Academy, New No. 168, TTK Road, Royapettah, Chennai - 600 014 to transact the following business: RESOLVED THAT Mr. M M Murugappan holding DIN 00170478, who retires by rotation and being eligible has offered himself for ORDINARY BUSINESS re-appointment, be and is hereby re-appointed as a Director of Item No.1 - Adoption of Standalone Financial Statements the Company liable to retire by rotation. To consider and if deemed fit, to pass the following as an Ordinary SPECIAL BUSINESS Resolution: Item No.5 - Re-appointment of Mr. Aroon Raman as an RESOLVED THAT the Audited Standalone Financial Statements Independent Director st for the year ended 31 March 2019 and the Reports of the Board To consider and if deemed fit, to pass the following as a Special and Independent Auditors thereon be and are hereby considered, Resolution: approved and adopted. RESOLVED THAT pursuant to the provisions of Sections 149, Item No.2 - Adoption of Consolidated Financial Statements 150, 152 read with Schedule IV and other applicable provisions To consider and if deemed fit, to pass the following as an Ordinary of the Companies Act, 2013 and the Companies (Appointment Resolution: and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure RESOLVED THAT the Audited Consolidated Financial Statements Requirements) Regulations, 2015 [including any statutory for the year ended 31st March 2019 and the Independent modification(s) or amendment(s) thereto or re-enactment(s) Auditors’ Report thereon be and are hereby considered, approved thereof for the time being in force], Mr. Aroon Raman holding and adopted. DIN 00201205, who was appointed as an Independent Director Item No.3 - Declaration of Dividend of the Company at the 60th Annual General Meeting and who st To consider and if deemed fit, to pass the following as an Ordinary holds office upto close of business hours on 31 July 2019 and Resolution: who being eligible for re-appointment as an Independent Director has offered himself for re-appointment and in respect of whom RESOLVED THAT a final dividend of` 1.25/- per equity the Company has received a Notice in writing from a Member share of `1/- each be declared for the financial year ended under section 160 of the Companies Act, 2013 proposing 31st March 2019 and that the same be paid out of the profits his candidature for the office of Director, be and is hereby re- of the Company to those shareholders whose names appear in appointed as an Independent Director of the Company, not liable the Register of Members as on 31st July 2019 in case the shares to retire by rotation, to hold office for a second term of five (5) are held in physical form and to the beneficial holders of the consecutive years from 1st August 2019. dematerialised shares as on 31st July 2019 as per the details provided by National Securities Depository Limited and Central Item No.6 - Re-appointment of Mr. Sanjay Jayavarthanavelu as an Depository Services (India) Limited in case the shares are held in Independent Director electronic form. To consider and if deemed fit, to pass the following as a Special Resolution: RESOLVED FURTHER THAT the interim dividend of `1.50/- per equity share of `1/- each declared by the Board of Directors RESOLVED THAT pursuant to the provisions of Sections 149, and paid for the financial year ended 31st March 2019 be and is 150, 152 read with Schedule IV and other applicable provisions hereby confirmed. of the Companies Act, 2013 and the Companies (Appointment 1 and Qualifications of Directors) Rules, 2014 and Securities and (ii) Allowances/Perquisites/Commission/Incentive Exchange Board of India (Listing Obligations and Disclosure In addition to salary, Mr. N Ananthaseshan will be entitled to: Requirements) Regulations, 2015 [including any statutory - allowances like leave travel allowance, personal allowance, modification(s) or amendment(s) thereto or re-enactment(s) special allowance, grade allowance and/or any other thereof for the time being in force], Mr. Sanjay Jayavarthanavelu allowance; holding DIN 00004505, who was appointed as an Independent Director of the Company at the 60th Annual General Meeting - perquisites such as furnished/unfurnished accommodation and who holds office up to close of business hours on to be provided by the Company or house rent allowance in 31st July 2019 and who being eligible for re-appointment as an lieu thereof, reimbursement of medical expenses incurred for Independent Director has offered himself for re-appointment self and family, club fees, provision of car(s) and any other and in respect of whom the Company has received a Notice in perquisites, benefits, amenities; writing from a Member under section 160 of the Companies - commission/incentive; Act, 2013 proposing his candidature for the office of Director, be re-appointed as an Independent Director of the Company, not - ESOPs in accordance with the Company’s ESOPs Scheme liable to retire by rotation, to hold office for a second term of five as may be approved by the Nomination and Remuneration (5) consecutive years from 1st August 2019. Committee from time to time subject to: Item No.7 - Appointment of Mr. N Ananthaseshan as Managing - The allowances and perquisites not exceeding 100% of Director the salary and; To consider and if deemed fit, to pass the following as an Ordinary - Incentive/commission (at 100% levels being not Resolution: exceeding 25% of Annual pay. (Annual pay includes salary, perquisites, allowances, incentive and retirement RESOLVED THAT pursuant to the provisions of Sections benefits). 152, 161 and other applicable provisions of the Companies (iii) Retirement benefits Act, 2013 and the Rules made thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) - Contribution to Provident Fund, Superannuation Fund, thereof for the time being in force], Mr. N Ananthaseshan holding National Pension Scheme, Gratuity as per rules of the Fund/ DIN 02402921 who was appointed as an Additional Director Scheme in force from time to time. th on 26 April 2019 by the Board pursuant to Section 161(1) of - Encashment of leave as per rules of the Company in force from the Act to hold office upto the date of this AGM and in respect time to time. of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature (iv) General for office of Director, be and is hereby appointed as Director of - In the event of absence or inadequacy of profits in any the Company. financial year, Mr. N Ananthaseshan, shall be entitled to such remuneration as may be determined by the Board, RESOLVED FURTHER THAT pursuant to the provisions of Sections which shall not, except with the approval of the shareholders 196, 197, 203, Schedule V and other applicable provisions of the exceed the limits prescribed under the Companies Act, 2013 Companies Act, 2013 and the Rules made thereunder [including and rules made thereunder or any statutory modification or any statutory modification(s) or amendment(s) thereto or re-enactment thereof. re-enactment(s) thereof for the time being in force], the appointment of Mr. N Ananthaseshan holding DIN 02402921 as the Managing - Perquisites shall be valued in terms of Income Tax rules or Director (Designate) of the Company for a term commencing from actual expenditure incurred by the Company in providing the 26th April 2019 to 22nd November 2019 and as the Managing benefit or generally accepted practice as is relevant. Provision Director of the Company for a term commencing from of telephone (including at residence) shall not be reckoned as 23rd November 2019 till 22nd November 2022 be and is hereby a perquisite. considered and approved on the following terms: - The aggregate remuneration (including salary, allowances, perquisites, incentive/commission and retirement benefits) (i) Salary for any financial year shall be subject to an overall ceiling of `5,02,800/- per month. The Nomination and Remuneration five per cent of the net profits of the Company for that financial Committee, may decide the increments in salary, from time to year computed in the manner prescribed under the Companies time, subject to a maximum of `8,50,000 per month.