videocon industries limited - Domain-b

GENERAL BODY MEETING(S)
1. Location, Time and Date of Last Three Annual General Meetings are as follows:
AGM Date of AGM Location Time
17 th 31.03.2006 Auto Cars Compound,
Adalat Road,
Aurangabad - 4301 005
18 th 30.03.2007 Auto Cars Compound,
Adalat Road,
Aurangabad - 4301 005
19 th 31.03.2008 14 K. M. Stone,
Aurangabad-Paithan Road,
Village Chittegaon, Tal.
Paithan,
Aurangabad - 431 105
Special
Resolution
Passed
9.30 A.M 3
9.30 A.M Nil
9.30 A.M Nil
2. Postal Ballot:
During the year under review, a Special Resolution was passed through Postal Ballot
in terms of the provisions of Section 16, 17 of the Companies Act, 1956 for alteration
of Main Object Clause No ‘III A’ titled ‘THE MAIN OBJECTS OF THE COMPANY TO
BE PURSUED BY THE COMPANY ON ITS INCORPORATION’ of Memorandum of
Association of the Company by inserting new Clause 5 after existing Clause 4 to enable
the Company to carry on the business of Telecommunication.
In terms of the provisions of Rule 5(b) of The Companies (Passing of the Resolution by
Postal Ballot) Rules 2001, Mr. Sheetal Kumar Dak, Practicing Company Secretary, was
appointed as Scrutinizer for conducting the Postal Ballot.
Notice of the Postal Ballot along with Explanatory Statement, Postal Ballot Form and Self
Addressed (postage to be paid by addressee) Envelope were sent to all the Shareholders
of the Company and all other persons who were entitled to receive the same by under
certificate of posting.
The Postal Ballot Forms received upto close of Working hours on Wednesday, 19 th
December, 2007, were considered for determining the Votes.
The result of the Postal Ballot was announced on 26 th December, 2007 at the Registered
Office of the Company at 14 K.M. Stone, Aurangabad – Paithan Road, Village Chittegaon,
Taluka Paithan, Dist. Aurangabad – 431 105, Maharashtra and the same date was
considered as the date of passing the resolution.
Voting Pattern for the Postal Ballot is as hereunder:
S. No. PARITCULAR OF THE VOTING PATTERN
1 Total Number of Postal Ballot Forms received 3,005
2 Number of Shares 10,10,95,458
3 Percentage to Total Equity Shares 45.2406 %
4 Number of Invalid / Rejected Postal Ballot Forms 1,189
5 Number of Shares 92,806
6 Percentage to Total Postal Ballot Forms received 00.0918 %
7 Total number of valid Postal Ballot Forms received 1,816
8 Total number of Shares 10,10,02,652
9 Percentage of Total Postal Ballot Forms received 99.9082 %
10 Total number of Postal Ballot Forms in favour 1,799
11 Total number of votes casted in favour 10,10,02,246
12 Percentage of Shares to Receipt 99.9996 %
13 Total number of Postal Ballot Forms Against 17
14 Total number of votes casted Against 406
15 Percentage of Shares to Receipt 0.0004 %
At present, the Company is not proposing to conduct any resolution through the postal
ballot.
DISCLOSURES
1. Materially significant related party transactions i.e., transactions of the Company
of material nature, with its promoters, the directors or the management, their
subsidiaries or relatives, etc. that may have potential conflict with the interests of
the Company at large:
There are no transactions, which may have potential conflicts with the interests of the
Company at large. Transactions with related parties are disclosed in Note No.B-22 of
Schedule 15 in the Annual Report.
2. Non-compliance by the Company, penalties, strictures imposed on the Company by
Stock Exchange or SEBI or any statutory authority, on any matter related to capital
markets, during the last three years:
NIL
3. Whistle Blower Policy and affirmation that no personnel have been denied access
to the Audit Committee:
The Company has implemented Whistle Blower Policy. The Company affirms that no
personnel have been denied access to the Audit Committee.
4. Details of Compliance with mandatory requirements and adoption of the non
mandatory requirements of this clause:
The Company has complied with mandatory requirements and adopted the following non
mandatory requirements:
i) The Company has constituted a Remuneration Committee.
ii) The Company has constituted Finance and General Affairs Committee.
iii) Whistle Blower Policy.
(i)
(ii)
MEANS OF COMMUNICATION
The Company regularly intimates its un-audited financial results (provisional) as well as
audited financial results to the Stock Exchanges, as soon as the same are taken on record/
approved. These financial results are published in either of The Hindu Business Line
(English) / Free Press Journal (English) and Navshakti (Marathi)/ Gavkari (Marathi), dailies
having wide circulation. The results are also displayed on the website of the Company
www.videoconindustries.com
The official news releases and the presentations, if any, made from time to time to
investors and financial analysts at investors’ meets are also displayed on the Company’s
website. The results are not sent individually to the shareholders.
In terms of the requirements of Clause 52 of the Listing Agreement with the Stock
Exchanges in India, the un-audited financial results (provisional) as well as audited
financial results are also electronically submitted and displayed through Corporate Filing
and Dissemination System (CFDS) viz., www.corpfiling.co.in
Management Discussion and Analysis Report forms part of Directors’ Report.
1. Annual General Meeting:
GENERAL SHAREHOLDERS INFORMATION
The 20 th Annual General Meeting of the Company will be held as per following
schedule:
Day Monday
Date March 30, 2009
Time 12.00 Noon
Venue
Registered Office of the Company at 14 KM Stone, Aurangabad-
Paithan Road, Village Chittegaon, Taluka Paithan, Dist. Aurangabad.
431 105 (Maharashtra).
2. Financial Calendar for 2008-09:
The financial calendar for the Financial Year 2008-2009:
Financial Year 1 st October, 2008 to 30 th September, 2009
First Quarterly Results On or before January 31, 2009
Second Quarterly Results On or before April 30, 2009
Third Quarterly Results On or before July 31, 2009
Fourth Quarterly Results On or before October 31, 2009
Annual General Meeting for the Year
ending 30 th September, 2009
On or before March 31, 2010
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