NOTE:1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT ONE ORMORE PROXIES TO ATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THE PROXY NEED NOT BE AMEMBER. THE INSTRUMENT APPOINTING A PROXYIN ORDER TO BE VALID MUST BE DULY FILLED INALL RESPECTS AND SHOULD BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LATERTHAN FORTY-EIGHT HOURS (48 HOURS) BEFORE THECOMMENCEMENT OF THE MEETING. BLANK PROXYFORM IS ENCLOSED.2. Relevant Explanatory Statement pursuant to Section173(2) of <strong>the</strong> Companies Act, 1956, in respect of <strong>the</strong>Special Businesses, set out above is annexed hereto.3. Shri Vinai Kumar Agarwal retires by rotation and beingeligible, offers himself for re-appointment. However,as per <strong>the</strong> terms of appointment, <strong>the</strong> tenure of ShriVinai Kumar Agarwal as Director of <strong>the</strong> Company willexpire on 01.08.2014.4. In pursuance to Section 260 of <strong>the</strong> CompaniesAct, 1956 S/Shri S. Manoharan, P.K. Bajaj andDr. S. Raghunath were appointed as AdditionalDirectors on <strong>the</strong> Board of KIOCL Limited who shall holdoffice only upto <strong>the</strong> date of <strong>the</strong> next AGM. The Boardhas recommended <strong>the</strong>ir appointment. However, asper <strong>the</strong> appointment order No.5(8)/2011-KDH-(i),(ii)& (iii) dated 5th July 2013 <strong>the</strong> aforesaid Directorsare appointed for a period of three years with effectfrom <strong>the</strong> date of notification of <strong>the</strong> appointment or untilfur<strong>the</strong>r orders, whichever is earlier.5. Brief resume of <strong>the</strong> Directors proposed for appointmentand re-appointment as mandated under clause 49 of<strong>the</strong> Listing Agreement with <strong>the</strong> Stock Exchanges isannexed hereto and form part of <strong>the</strong> Notice.6. The Register of Members and Share Transfer Booksof <strong>the</strong> Company will remain closed from 27th August2013 to 30th August 2013 (both days inclusive)for determining <strong>the</strong> names of members eligible fordividend of Equity Shares, if declared at <strong>the</strong> Meeting.7. The Board had recommended a dividend of 1% of<strong>the</strong> Paid up Equity Share Capital (Re.0.10 per share)at its meeting held on 15.05.20<strong>13.</strong> The dividend, ifapproved, by <strong>the</strong> Members at <strong>the</strong> said <strong>Annual</strong> GeneralMeeting, will be payable within 30 days from <strong>the</strong>date of declaration of dividend i.e. on or before 28thSeptember 2013 to those shareholders whose nameappear on <strong>the</strong> Register of Members of <strong>the</strong> Companyafter giving effect to all valid share transfers in physicalform lodged with <strong>the</strong> Company on or before 27thAugust 2013 and <strong>the</strong> respective Beneficial Owners asat <strong>the</strong> close of business hours on 27th August 2013 asper details <strong>the</strong>reof to be furnished by <strong>the</strong> depositories.8. Share Transfer documents and all correspondencerelating <strong>the</strong>reto, should be addressed to <strong>the</strong> Registrarand Transfer Agent of <strong>the</strong> Company – M/s IntegratedEnterprise (India) Limited, 30, Ramana Residency,4th cross, Sampige Road, Malleswaram, Bangalore –560003, Phone No. 080-23460815-818, or by email:alfint@vsnl.com. Integrated is also <strong>the</strong> depositoryinterface of <strong>the</strong> Company with both NSDL and CDSL.However, keeping in view <strong>the</strong> convenience of <strong>the</strong>shareholders, documents relating to shares will also beaccepted at <strong>the</strong> Registered Office of <strong>the</strong> Company at IIBlock, Koramangala, Bangalore - 560034, Ph No.080-25531525; E-mail:bsecretary@kudreore.com.9. The Company has designated an exclusive e-mailID i.e. bsecretary@kudreore.com for redressal ofshareholders/investors complaints/grievances. Incase you have any queries/complaints or grievances,<strong>the</strong>n please write to us at <strong>the</strong> above mentioned e-mailaddress.10. Members holding shares in electronic form may pleasenote that <strong>the</strong> bank account details and 9-digit MICRCode of <strong>the</strong>ir Bankers, as noted in <strong>the</strong> records of <strong>the</strong>irdepository, shall be used for <strong>the</strong> purpose of remittanceof dividend through Electronic Clearing Services(ECS) or for printing on dividend warrants whereverapplicable. Members are <strong>the</strong>refore requested to update<strong>the</strong>ir bank account particulars, change of addressand o<strong>the</strong>r details with <strong>the</strong>ir respective DepositoryKIOCL 1237th <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> - 13
Participants for shares held in demat mode and to <strong>the</strong>Registrar and Share Transfer Agent for shares held inphysical form.11. Reserve Bank of India is providing ECS facility forpayment of dividend in selected cities. Membersholding shares in physical form are advised to submitparticulars of <strong>the</strong>ir bank account, viz., name andaddress of <strong>the</strong> branch of <strong>the</strong> bank, 9 digit MICR Codeof <strong>the</strong> branch, type of account and account numberlatest by 2nd September 2013, to M/s IntegratedEnterprise (India) Limited.12. Pursuant to <strong>the</strong> provisions of Section 205A(5) and205C of <strong>the</strong> Companies Act, 1956, <strong>the</strong> Company hastransferred <strong>the</strong> unpaid or unclaimed dividends for <strong>the</strong>financial year 2005-06 (2nd Interim Dividend), to<strong>the</strong> Investor Education & Protection Fund (<strong>the</strong> IEPF)established by <strong>the</strong> Central Government.<strong>13.</strong> The Securities & Exchange Board of India (SEBI) hasmandated <strong>the</strong> submission of Permanent AccountNumber (PAN) by every participant in securitiesmarket. Members holding shares in electronicform are, <strong>the</strong>refore, requested to submit <strong>the</strong> PANto <strong>the</strong>ir Depository Participants with whom <strong>the</strong>y aremaintaining <strong>the</strong>ir demat accounts. Members holdingshares in physical form can submit <strong>the</strong>ir PAN detailsto <strong>the</strong> Company/ Registrar and Transfer Agents.14. Members who hold shares in physical form in multiplefolios in identical names or joint holding in <strong>the</strong> sameorder of names are requested to send <strong>the</strong> sharecertificate to M/s Integrated Enterprise (India) Limitedfor consolidation into a single folio.15. In terms of Section 109A of <strong>the</strong> Companies Act,1956, nomination facility is available to individualshareholders. Members holding shares in physicalform may nominate a person in respect of all <strong>the</strong> sharesheld by <strong>the</strong>m whe<strong>the</strong>r singly or jointly. Members whohold shares in individual name are advised to availof <strong>the</strong> nomination facility by filing Form No.2B in<strong>the</strong>ir own interest. Blank form can be obtained fromM/s Integrated Enterprise (India) Limited on request.Members holding shares in dematerialized formmay contact <strong>the</strong>ir respective DP’s for registration ornomination.16. Pursuant to Section 619(2) read with Section 224(8)(aa) of <strong>the</strong> Companies Act, 1956, <strong>the</strong> Auditorsof a Government Company are appointed or reappointedby <strong>the</strong> Comptroller & Auditor Generalof India (C&AG) and <strong>the</strong>ir remuneration is fixed by<strong>the</strong> Company in <strong>the</strong> <strong>Annual</strong> General Meeting. TheGeneral Meeting may authorize <strong>the</strong> Board to fix upan appropriate remuneration of Auditors for <strong>the</strong> year2013-14 as may be deemed fit by <strong>the</strong> Board.17. Company’s shares are available in dematerialized formwith National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited(CDSL). The ISIN number allotted to <strong>the</strong> Company’sshare is - ISIN-INE880L01014. Members are advisedto get in touch with <strong>the</strong> Depository participant (DP)/Registrar and Transfer Agent for fur<strong>the</strong>r details.37th <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> - 1313 KIOCL