To receive consider and adopt the Financial Statements for the year ended 31st March2015 and the Reports of the Directors and the Auditors thereon.
To appoint a Director in place of Mr Subhajit Kumar Ghosh (DIN 00042335) retiring byrotation.
To ratify the appointment of Auditors made at the Thirty-seventh Annual General Meetingto hold office till the conclusion of the Forty-second Annual General Meeting.
To consider and if thought fit to pass with or without modifications the followingResolutions as Ordinary Resolutions:
RESOLVED THAT Mrs Sonia Barman (DIN 06910929) be and she is hereby appointed asan Independent Director of the Company for a period of five years with effect from 22ndSeptember 2014.
RESOLVED THAT approval of the shareholders be and is hereby accorded for paymentof remuneration of ' 100000 together with reimbursement of Service Tax and Out of PocketExpenses if any to M/s Shome & Banerjee Cost Accountants (FRN 000001) for audit ofthe cost records of the Company for the financial year 2015-16.
To consider and if thought fit to pass the following Resolutions as SpecialResolutions:
RESOLVED THAT in partial modification of Resolution passed by the Shareholders atthe 36th Annual General Meeting held on 28th April 2014 and pursuant to Sections 196 and197 read with Schedule V to the Companies Act 2013 in the event of absence or inadequacyof profits in any year during the present term of Mr Vinay Kumar Goenka's (DIN 00043124)appointment as Chairman he be paid remuneration in accordance with Section II of Part IIof Schedule V to the Act.
RESOLVED THAT in partial modification of Resolution passed by the Shareholders atthe 37th Annual General Meeting held on 10th September 2014 and pursuant to Sections 196and 197 read with Schedule V to the Companies Act 2013 in the event of absence orinadequacy of profits in any year during the present term of Mr Subhajit Kumar Ghosh's(DIN 00042335) appointment as Managing Director he be paid remuneration in accordancewith Section II of Part II of Schedule V to the Act.
RESOLVED THAT in supersession of the Special Resolution passed by the Shareholders atthe 37th Annual General Meeting held on 10th September 2014 pursuant to the provisionsof Section 180(1)(c)and 180(1)(a) of the Companies Act 2013 the Company hereby accordsits consent to the Board of Directors of the Company to borrow any sum or sums of moneyfrom time to time from any one or more of the Company's bankers and/or from any one ormore of other persons firms bodies corporate or financial institutions whether by wayof cash credit advance or deposits loans or bill discounting or otherwise and whetherunsecured or secured by mortgage charge hypothecation or lien or pledge of the Company'sassets and properties whether moveable or stock-in-trade (including raw materialsstores spare parts and components in stock or in transit) and work-in-progress and all orany of the undertakings of the Company notwithstanding that the moneys to be borrowedtogether with the moneys already borrowed by the Company (apart from temporary loansobtained from the Company's bankers in the ordinary course of business) will or may exceedthe aggregate of the Paid-up Capital of the Company and its Free Reserves that is to sayreserves not set apart for any specific purpose but so however that the total amount uptowhich the moneys may be borrowed by the Board of Directors and outstanding at any timeshall not exceed the sum of Rupees Seventy Five Crores exclusive of interest and theDirectors be and they are hereby further authorized to execute such deed and/or mortgagecharge hypothecation lien promissory notes deposit receipts and other deeds andinstruments or writings as they may think fit and containing such conditions and covenantsas the Directors may think fit.
| ||By Order of the Board |
|Suvira House ||Siddhartha Roy |
|4B Hungerford Street ||President-Legal & Company Secretary |
|Kolkata700017 || |
|14th August 2015 || |