000_GMM Directors Report-Pg-1-18.indd - GMM Pfaudler Ltd

GMM PFAUDLER LIMITEDAnnual Report 2009 - 2010NOTICE:NOTICE is hereby given that the Forty-Seventh Annual General Meeting of GMM Pfaudler Limited will be held on Wednesday, 29th dayof September, 2010 at 10.00 a.m. at Sardar Vallabhbhai Patel and Veer Vithalbhai Patel Memorial, Anand-Sojitra Road, Karamsad - 388325, Gujarat to transact the following businesses:ORDINARY BUSINESS:1. To consider and adopt the Audited Balance Sheet as at March 31, 2010 and Profit & Loss Account for the year ended March 31,2010 together with the reports of the Board of Directors and the Auditors thereon.2. To confirm the payment of four interim dividends paid during the year ended March 31, 2010.3. To appoint a Director in place of Mr. P. Krishnamurthy, who retires by rotation and being eligible offers himself for re-appointment.4. To appoint a Director in place of Mr. D. C. Shroff, who retires by rotation and being eligible offers himself for re-appointment.5. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:“RESOLVED THAT M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, (“the retiring Auditors”) be and are herebyre-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting and they may be paid such remuneration as may be mutually agreed between theBoard of Directors and the Auditors including reimbursement of out of pocket and traveling expenses subject to service tax as maybe applicable”.Special Business6. To consider and if thought fit, to pass with or without modification in the following resolution as an SPECIAL RESOLUTION“RESOLVED THAT pursuant to the provisions contained in section 198, 269, 310, 313, 349 and 350 read with schedule XIII and allother applicable provisions, if any, of the Companies Act, 1956 and subject to the necessary approvals from the Central Government,for which the Company has already made application, consent of the members of the Company be and is hereby accorded forincreasing the remuneration of Mr. Ashok J. Patel, Managing Director to a maximum of ` 12,000,000 ( Rupees twelve million only)per annum,consisting of Salary of ` 6.912 million, Perquisites and Retiral benefits of ` 2.088 million and Commission of ` 3.000million wef January 01, 2010”“RESOLVED FURTHER THAT the aforesaid remuneration payable to Mr. Ashok J. Patel, Managing Director together with theremuneration payable to the Executive Director is subject to the overall limit of 10% of the profits of the Company and the permissionfrom the Central Government, if applicable in accordance with the section 198 and section 309 of the Companies Act, 1956, in casethe individual limits exceeds 5% of the net profits of the Company.”“RESOLVED FURTHER THAT, within the above overall limit of ` 12,000,000 (Rupees twelve million only) and subject to approvalof the Central Government, if any, remuneration payable to the Managing Director will be as decided by the Board of Directors fromtime to time.”By Order of the Board of DirectorFor GMM Pfaudler LimitedVaibhav S. BakhareCompany SecretaryMumbai, July 27, 2010Registered Office:Vithal UdyognagarAnand – Sojitra Road,Karamsad - 388 325, Gujarat.2