Zuari AGRO CHEMICALS Limited (Formerly Known As Zuari Holdings Limited)
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PDF processed with CutePDF evaluation edition www.CutePDF.com ZUARI AGRO CHEMICALS LIMITED (formerly known as Zuari Holdings Limited) Registered Office : Jai Kisaan Bhawan, Zuarinagar, Goa 403 726 NOTICE “RESOLVED THAT pursuant to lines of power, fuel, steam, aerial NOTICE is hereby given that the Fourth provisions of Section 16 & 17 and communications between ports, Annual General Meeting of the Members of other applicable provisions, if any, ships and other transports and to the Company will be held at the Registered of the Companies Act, 1956, or any act as marine consultants, marine Office of the Company at “Jai Kisaan statutory enactment of re-enactment engineers and advisors. Bhawan”, Zuarinagar, Goa 403726 on thereof and subject to confirmation (83) To carry on the business of designing, Tuesday the 24 September, 2013 at 10.30 by the Company Law Board, if setting up, erecting, maintaining, A.M. to transact the following business: required, the object Clause contained repairing, improving and operating in Clause III (C) of the Memorandum Ordinary Business: or managing in India or abroad, of Association of the Company be and 1. To receive, consider and adopt pipes, pipelines, cross country is hereby amended by inserting new the audited Balance Sheet of the piping systems, jetties, single buoy sub clauses numbered (82) (83) & (84) Company, as at 31st March, 2013 moorings, all other kinds of onshore after sub clause (81). and the Profit and Loss Account for and offshore port facilities, storage the financial year ended on that date (82) To build, construct, acquire, erect, and distribution terminals, storage, together with the Reports of the install, operate, maintain, develop, loading and unloading facilities for Directors and Auditors. promote, manage, repair, administer, the storage and transportation of provide, infrastructural facilities for natural gas, crude oil, petroleum 2. To declare dividend on Equity Shares ports, jetties, wharfs, piers, docks, products including but not limited for the Financial Year ended 31st embankments, bulk, break bulk, to liquefied petroleum gas, petrol, March, 2013. dry bulk cargo, multipurpose and naphtha, high speed diesel, aviation 3. To appoint a Director in the place specialized cargo berths, stackyard turbine fuel, superior kerosene oil and of Mr. S.K. Poddar, who retires and rail infrastructure, terminals, all products as may be conveniently by rotation and is eligible for re- general terminals, marine terminals, transported through pipelines and, appointment. cargo terminals, container terminals, for the purpose, enter into any 4. To appoint a Director in the place transport systems, clearing and technical or financial collaboration of Mr. J. N. Godbole, who retires handling systems, cargo handling, as may be desired. berths, shorecrains, ship manifolds, by rotation and is eligible for re- (84) To carry on in India or elsewhere fork lifts, bunkers, cargo hoses, appointment. the trade or business of operating, navigational channels, depth hiring or otherwise, wagons and 5. To appoint a Director in the place maintenance, navigation marks, other type of wagons, for railway of Mr. Marco Wadia, who retires dredging, dry docking, tunnels, and all machinery, materials and by rotation and is eligible for re- canals, workshops, shipways, things applicable or used as accessory appointment. hangers, derricks, pipe lines for thereto and of letting or operating supply of water, oil, fuel, sewage, 6. To re-appoint M/s. S.R. Batliboi & wagons and other type of wagons petrochemicals, chemicals, Co. LLP, Chartered Accountants, as to any company for a term of years, warehouses, cold storages, godowns, Statutory Auditors of the Company. or otherwise, and of repairing and ship stores, sheds, container freight maintaining the same respectively, Special Business stations and services, port crafts and whether belonging to the company 7. To consider, and if thought fit, to pass equipment, tank farms, tugs, pilotage or not and otherwise dealing in the with or without modification the and carnage services, container same respectively. following resolution as an Ordinary handling facilities, floating dry dock Resolution; and vessel repair facilities, setting up 9. To consider, and if thought fit, to “RESOLVED THAT Mr. Gopal Krishna of captive power plant, installation pass with or without modification Pillai, be and is hereby appointed as of equipment, handling equipment, the following resolution as a Special Director of the Company.” loading equipment and supporting Resolution; infrastructure, to acquire marine *8. To consider, and if thought fit, to “RESOLVED THAT approval be and is related technology and undertake pass with or without modification hereby accorded pursuant to Section underwater work on ports, docks, the following resolution as a Special 149 (2A) and other provisions, if tugs, terminals, jetties and ship Resolution; any, of the Companies Act, 1956 repairs, establish and maintain work to the Company commencing the “RESOLVED THAT in partial NOTES : activities as are referred to in sub modification of the resolution 1. A MEMBER ENTITLED TO ATTEND clauses (82) to (84) of Clause III (C ) passed at the Extra-Ordinary General AND VOTE IS ENTITLED TO APPOINT of the Company’s Memorandum of Meeting of the Company held on 30th A PROXY TO ATTEND AND VOTE Association at such time as the Board March, 2012 and pursuant to Section INSTEAD OF HIMSELF AND THE of Directors may deem fit.” 293(1)(d) and other applicable PROXY NEED NOT BE A MEMBER. provisions, if any, of the Companies 10. To consider, and if thought fit, to 2. The dividend, if any, declared at Act, 1956, consent of the Company pass with or without modification this meeting will be payable on or be and is hereby accorded to the after 27th September, 2013 to the the following resolution as a Special Board of Directors of the Company members whose names appear on Resolution to borrow from time to time, as it the Register of Members, as on “RESOLVED THAT in partial may consider fit, any sum or sums of 28th May, 2013 or to their mandates modification of the earlier resolution money not exceeding Rs.8000 crores registered with the Company. The passed in this regard and in accordance on such terms and conditions as the dividend will be payable on the basis of beneficial ownership as per details with the provisions of section 198, Board may deem fit, notwithstanding furnished by the National Securities 269, 309 read with Schedule XIII that the monies to be borrowed Depository Limited and Central and other applicable provisions, if together with the monies already Depository Services (India) Limited any, of the Companies Act, 1956 borrowed by the Company (apart for this purpose. (including statutory modifications or from temporary loans obtained 3. Shareholders who have not yet re-enactment thereof, for the time from the Company’s bankers in the encashed dividend warrants, being in force) the consent of the ordinary course of business) will pertaining to earlier years, are Company be and is hereby accorded exceed the aggregate of the paid up requested to encash the same to the appointment of Mr. N. Suresh capital of the Company and its free immediately. Krishnan as Managing Director of the reserves, that is to say, reserves not 4. A brief profile of Mr. S.K. Poddar, Mr. Company for a period of five years set apart for any specific purpose.” J.N. Godbode and Mr. Marco Wadia, is from 1st April, 2012 on the terms and provided in the corporate governance conditions including remuneration as Report along with details as to their By Order of the Board of Directors approved by the shareholders at the shareholding. Extraordinary General Meeting held on 30th March, 2012 and that the R. Y. Patil Board of Directors or any Committee Chief General Manager thereof be and is hereby authorised & Company Secretary to alter and vary the terms and conditions of the appointment and / or remuneration so as not to exceed Date : 29th July, 2013 the limits specified in Schedule Registered Office: Jai Kisaan Bhawan, XIII to the Companies Act, 1956 Zuarinagar-Goa 403 726 (including any statutory modifications or re-enactment thereof, for the time being in force) as may be agreed to * In respect of Item No. 8 the approval of between Mr. Krishnan and the Board the shareholders is being sought through of Directors or Committee thereof.” the Postal Ballot as required u/s 192A of 11. To consider, and if thought fit, to pass the Companies Act, 1956 read with the with or without modification the Companies (Passing of Postal Ballot) Rules following resolution as an Ordinary 2011 as amended from time to time. Resolution ANNEXURE TO THE NOTICE ( Explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 ) Item No.7: Except Mr. Gopal Krishna Pillai, none of the Section I of Part II of Schedule XIII to the The Board of Directors at its meeting held on Directors are concerned or interested in Companies Act, 1956 provides that “a Company having profits in a Financial 30th July, 2012 appointed Mr. Gopal Krishna passing of this resolution. Year may pay any remuneration by way of Pillai as Additional Director on the Board of salary, dearness allowance, perquisites and your Company. Item No. 8 commission and other allowances, which Presently the Company imports its raw Former Home Secretary, Ministry shall not exceed 5% of its net profits for one materials, like Furnace Oil, Ammonia, of Home Affairs, Government of India, such managerial person and if there is more Mr. Gopal Krishna Pillai completed his early Sulphuric Acid and Phos Acid at Mormugao than one such managerial person, 10% for all education in Delhi and Bangalore. Thereafter, Port. The said materials are then transported of them together”. to the Company by Road/Pipeline network. Mr. Pillai did his post graduation in Chemistry Since the Company has more than one from IIT Madras with an MSc.