Basic HTML Version
48
Sixty-Seventh Annual Report 2011-2012
a.
The relative Explanatory Statement pursuant to
Section 173 of the Companies Act, 1956 in respect of
the business under Item Nos.7 to 12 set out above
and details as required under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges in
respect of Directors seeking appointment/
reappointment at this Annual General Meeting are
annexed hereto.
b.
A MEMBER ENTITLED TO ATTEND AND VOTE IS
ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE
ON A POLL INSTEAD OF HIMSELF AND THE PROXY
NEED NOT BE A MEMBER. The instrument appointing
Proxy as per the format included in the Annual Report
should be returned to the Registered Office of the
Company not less than FORTY-EIGHT HOURS before
the time for holding the Meeting. Proxies submitted
on behalf of limited companies, societies, partnership
firms, etc. must be supported by appropriate
resolution/authority, as applicable, issued by the
member organization.
c.
Corporate Members intending to send their
authorised representatives to attend the meeting are
requested to send to the Company, a certified copy of
the Board Resolution authorising their representative
to attend and vote in their behalf at the Meeting.
d.
Only registered Members (including the holders of ‘A’
Ordinary Shares) of the Company may attend and
vote at the Annual General Meeting. The holders of
the American Depositary Receipts (the ‘ADRs’) and
Global Depositary Receipts (the ‘GDRs’ ) of the
Company shall not be entitled to attend the said
Annual General Meeting. However, the ADR holders
are entitled to give instructions for exercise of
voting rights at the said meeting through the
Depositary, to give or withhold such consents, to
receive such notice or to otherwise take action to
exercise their rights with respect to such underlying
shares represented by each such American Depositary
Share. A brief statement as to the manner in which
such voting instructions may be given is being sent
to the ADR holders by the Depositary.
In respect of ‘A’ Ordinary Shares, if any resolution at
the meeting is put to vote by a show of hands, each ‘A’
Ordinary Shareholder shall be entitled to one vote,
i.e., the same number of votes as available to holders
of Ordinary Shares. If any resolution at the meeting is
put to vote on a poll, or if any resolution is put to vote
by postal ballot, each ‘A’ Ordinary Shareholder shall
be entitled to one vote for every ten ‘A’ Ordinary
Shares held.
e.
In case of joint holder attending the Meeting, only
such joint holder who is higher in the order of names
will be entitled to vote.
f.
The Register of Members and Transfer Books of the
Company will be closed from Friday, July 20, 2012 to
Friday, August 10, 2012, both days inclusive. If the
dividend as recommended by the Board of Directors
is approved at the Annual General Meeting, payment
of such dividend will be made on or after August 14,
2012 as under:
i.
To all Beneficial Owners in respect of shares
held in electronic form, as per the data made
available by the National Securities Depository
Limited and the Central Depository Services
(India) Limited, as of the close of business hours
on July 19, 2012.
ii.
To all Members in respect of shares held in
physical form, after giving effect to valid transfers
in respect of transfer requests lodged with the
Company on or before the close of business hours
on July 19, 2012.
iii.
The ‘A’ Ordinary Shareholders wi l l receive
dividend for any financial year at five percentage
points more than the aggregate rate of dividend
declared on Ordinary Shares for that financial year.
g.
To avoid loss of dividend warrants in transit and undue
delay in respect of receipt of dividend warrants, the
Company has provided a facility to the Members for
remittance of dividend through the National
Electronic Clearing System (NECS). NECS essentially