Notice To Members
Notice To Members
Notice To Members
NOTICE TO MEMBERS
NOTICE is hereby given that the Twenty-Seventh Annual General Meeting of the Members of
Thejo Engineering Limited will be held at 10.00 A.M. on Friday, the 30th August, 2013 at the The Music
Academy, Kasturi Srinivasan Hall (Mini Hall), New No. 168, T.T.K. Road, Royapettah, Chennai – 600 014,
Tamil Nadu, India, to transact the following business:
ORDINARY BUSINESS:
1. To consider and adopt the audited Balance Sheet as at 31st March, 2013, the Statement of Profit and
Loss for the year ended on that date and the Reports of the Board of Directors and of the Auditors
thereon.
2. To declare a dividend on Equity Shares for the financial year ended 31st March, 2013.
3. To appoint a Director in place of Mr. Thomas John who retires by rotation and being eligible, offers
himself for reappointment.
4. To appoint a Director in place of Mr. Manoj Joseph who retires by rotation and being eligible, offers
himself for reappointment.
5. To appoint a Director in place of Mr. N. Ganga Ram who retires by rotation and being eligible, offers
himself for reappointment.
6. To appoint Auditors to hold office from the conclusion of this AGM until the conclusion of the next AGM
and to fix their remuneration and to consider and, if thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary Resolution:
“RESOLVED THAT M/s. Joseph & Rajaram , Chartered Accountants (Firm Registration No. 001375S),
be and are hereby re-appointed as the Auditors of the Company to hold office from the conclusion of this
AGM to the conclusion of the next AGM on such remuneration as may be determined by the Board of
Directors.”
SPECIAL BUSINESS:
7. To consider and, if thought fit, to pass with or without modifications(s) the following resolution as an
Ordinary Resolution:
“RESOLVED THAT Mr. V.A. George, who was appointed as an Additional Director by the Board of
Directors on 15th July,2013 and who holds office until the date of this AGM pursuant to Section 260 of the
Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a
Member under the provisions of Section 257 of the Companies Act, 1956 proposing his candidature for
the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by
rotation.”
8. To consider and, if thought fit, to pass with or without modification(s) the following resolutions as Ordinary
Resolution:
“RESOLVED THAT subject to the provisions of Sections 198, 269, 309, Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 including any statutory modification or re-enactment
thereof, or any other law for the time being in force and subject to such other consent(s), approval(s) and
permission(s) as may be required in this regard, approval of the Members be and is hereby accorded
for the appointment of Mr. V.A. George as Managing Director of the Company for a period of 5 years with
effect from 15th July, 2013 on the remuneration and terms and conditions as set out hereunder:
Remuneration:
a) Salary: ` 5,00,000/- (Rupees Five Lakhs Only) per month in the scale of 5,00,000 – 50,0005 – 7,50,000
with annual increment to take effect from 1st April of the succeeding year, subject to the limits prescribed
under Sections 198 and 309 of the Companies Act, 1956.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
b) Commission:
As may be determined by the Board of Directors based on the recommendation of the Remuneration
Committee, subject to a ceiling of 2% of the annual profits of the Company, payable every year after
the finalization of the Annual Accounts of the Company.
c) Perquisites:
1. Medical reimbursement: Expenses incurred for self and family including premium payable for
medical insurance in accordance with the Rules of the Company.
Explanation: “Family” means spouse, dependent children and dependent parents of the appointee.
2. Personal Accident Insurance as per the Rules of the Company.
3. Leave Travel Assistance for self and family once a year in accordance with the Rules of the
Company.
4. Reimbursement of fees and expense for membership of one club other than life membership
fees.
5. Reimbursement of entertainment expenses actually and properly incurred by the appointee in the
course of the legitimate business of the Company and travelling, hotel and other expenses incurred
by him in India and abroad, exclusively for the business of the Company, as per the Rules and
Regulations of the Company or as approved by the Board of Directors.
6. Provision of chauffeur-driven Company car for official use.
7. Provision of Cell phone, laptop and landline phone at residence for official use, with expenses to
be borne by the Company.
For the purpose of calculating the ceiling, the perquisites shall be evaluated as per the Income
Tax Rules, 1962 wherever applicable and, in the absence of any such Rule, at actual cost.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
the Managing Director and the Whole-time Directors) be paid, by way of an annual payment, in addition
to the sitting fees for attending the meetings of the Board of Directors or Committees thereof, a commission,
not exceeding 1% of the profits of the Company, in such manner as may be determined by the Board
from time to time, for a period of 5 (five) years from the Financial Year 2013-14, subject to the prescribed
limits.
“RESOLVED FURTHER THAT any one of the Directors of the Company and / or Company Secretary be
and are hereby severally authorized to do all necessary acts, deeds and things, which may be usual,
expedient or proper to give effect to the above Resolution.”
10.To consider and, if thought fit, to pass with or without modification(s) the following resolutions as Ordinary
Resolution:
“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956 and the provisions
contained in the Articles of Association of the Company and in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and such
other necessary approvals, permissions and sanctions, as may be required, and subject to such terms
and conditions and modifications as may be specified while according such approvals, the consent of
the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred
to as “the Board”, which term shall also include any Committee thereof) for capitalizing a sum not exceeding
` 1,71,67,760 (Rupees one crore seventy one lakhs sixty seven thousand seven hundred sixty only) out
of the Company’s Securities Premium Account / General Reserve Account or such other accounts as
are permissible to be utilized for the purpose, as per the audited accounts for the Financial Year ended
31st March, 2013, that is to say, the said amount be transferred to the Share Capital Account and be
applied for issue and allotment of 17,16,776 Equity Shares of ` 10/- (Rupees ten) each as Bonus Shares
credited as fully paid up, to the holders of the Equity Shares of the Company whose names appear on its
Register of Members on such date (“Record Date”) as the Board may determine, in proportion of ONE
such Bonus Share for every existing ONE Equity Share held by them as on the Record Date and that the
new Bonus Shares so issued and allotted shall, for all purposes, be treated as an increase in the paid up
Capital of the Company held by each such Member, and not as income.
“RESOLVED FURTHER THAT the Bonus Shares so allotted shall always be subject to the terms and
conditions contained in the Memorandum and Articles of Association of the Company and guidelines for
Bonus Shares issued by SEBI.
“RESOLVED FURTHER THAT the Bonus Shares so allotted pursuant to this Resolution shall rank in all
respects pari passu with the existing fully paid up equity shares of the Company save and except that
they shall not be entitled to participate in any dividend declared prior to the allotment of the Bonus
Shares, but shall be entitled to the dividend(s) declared after the allotment of the Bonus Shares.
“RESOLVED FURTHER THAT no letter of allotment shall be issued but the share certificates for Bonus
Shares be delivered to the Members, who hold the existing equity shares in physical form and the
respective beneficiary accounts be credited with the Bonus Shares for such Members who hold the
existing equity shares or opt to receive the bonus shares in dematerialized form within the prescribed
period.
“RESOLVED FURTHER THAT the allotment and issue of the Bonus Shares to any Non-Resident Member,
Foreign Institutional Investors and other foreign investors shall be subject to the approval, if any, required
from the Reserve Bank of India under the Foreign Exchange Management Act, 1999.
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing
of the Bonus Shares so allotted on the National Stock Exchange of India Ltd. (NSE) where the securities
of the Company are listed as per the provisions of the Listing Agreement with the Exchange, the
Regulations and other applicable laws and regulations.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors
of the Company or a Committee thereof be and is hereby authorized to do all such acts, deeds, matters
and things, give such directions as may be necessary or expedient, settle any question, difficulty or
doubt that may arise in this regard as the Board may in its absolute discretion, deem necessary, expedient,
usual or proper in this regard at any stage including at the time of listing of the Bonus Shares without
requiring the Board to secure any further consent or approval of the Members of the Company to the end
and intent that they shall be deemed to have given their approval thereto and for matters connected
herewith or incidental hereto expressly by the authority of this Resolution.”
NOTES:
1. An explanatory statement in respect of the special business is annexed to this notice in pursuance of
Section 173(2) of the Companies Act, 1956.
2. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself / herself and the proxy need not be a Member.
3. The form of proxy duly completed in all respects shall be deposited at the Registered Office of the
Company not later than 48 hours before the commencement of the Annual General Meeting (“Meeting”).
4. Members / proxies should bring the duly filled Attendance Slip along with their copy of annual report to
the Meeting.
5. The Register of Directors’ Shareholding maintained under Section 307 of the Companies Act, 1956, will
be available for inspection by the Members at the registered office of the Company during business
hours on any working day till 29th August, 2013 and at the Meeting.
6. The Register of Members and Share Transfer Books will remain closed from 3rd August to 5th August,
2013 (both days inclusive).
7. Corporate Members intending to send their authorized representatives to attend the Meeting are requested
to send to the Company a certified copy of the Board Resolution, authorizing their representatives to
attend and vote on their behalf at the Meeting and/or at any adjournment thereof.
8. The Record Date for the issue of Bonus Shares shall be fixed and published in newspapers in due
course and will also be intimated to the Stock Exchange.
9. Members holding shares in electronic form are requested to intimate immediately any change in their
address or bank mandates to their Depository Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form are requested to advise any change in their address
or bank mandates immediately to the Company / Cameo Corporate Services Limited.
10.Members having any query or desiring any information pertaining to annual accounts are requested to
write to the Company at an early date to enable the Company to answer the queries at the Meeting.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
Explanatory Statement annexed to the Notice dated 15th July, 2013 convening the Annual General
Meeting of the Company, pursuant to Section 173(2) of the Companies Act, 1956
Interest of Directors:
None of the Directors of the Company except Mr. V.A. George, the appointee, are directly or indirectly
concerned or interested in the resolution.
Item No. 9
The Non-Executive Directors devote considerable time for the Company and their responsibilities have
increased over the years. They need to be compensated commensurate with their responsibilities and role.
Accordingly, it is proposed to pay to all the Non-Executive Directors together, commission at 1% of the
annual profits of the Company for a period of 5 years commencing from the year ending 31st March, 2014.
Payment of such commission in addition to the sitting fees for attending the meetings of the Board and the
Committees constituted by it is permissible in terms of the Companies Act, 1956.
Your Directors recommend the resolution for the approval of the Members.
Interest of Directors:
Except the Non-Executive Directors of the Company, none of the other Directors are directly or indirectly
concerned or interested in the resolution.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
Item No. 10
The present Paid-up Share Capital of the Company is ` 1,71,67,760 and its Reserves & Surplus aggregate
` 51,59,45,489 as per the Audited Balance Sheet as at 31st March, 2013. Considering the substantial
Reserves and Surplus of the Company, your Directors at their meeting held on 15th July, 2013 have
recommended the issue of Bonus Shares in the proportion of one equity share of Rs. 10 each fully paid up
for every one existing equity share of ` 10 each of the Company held by the Members as on the Record
Date, to be fixed by the Board/Committee of the Board, by capitalizing, i.e. transferring to the Share Capital
Account, a sum not exceeding ` 1,71,67,760 (Rupees One crore seventy one lakhs sixty seven thousand
seven hundred sixty only) from the Company’s Securities Premium Account / General Reserve Account or
such other accounts as are permissible. The said amount will be applied for issue and allotment of 17,16,776
Equity Shares of ` 10/- (Rupees ten) each as Bonus Shares.
The proposed issue of Bonus Shares will be made in line with the guidelines issued by the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and subject to
such approvals as may be required from the Statutory Authorities.
The Fully Paid-up Bonus Shares as above will be allotted to the Members of the Company, whose names
appear on its Register of Members or in the respective beneficiary account with their respective Depository
Participants, on the Record Date to be determined by the Board of Directors of the Company, (which term
shall be deemed to include any Committee thereof).
The Bonus Shares so allotted shall rank pari passu in all respects including dividend with the existing equity
shares of the Company on and from the date of allotment.
The Board of Directors recommends the resolution for the approval of the Members.
Interest of Directors:
None of the Directors of the Company except to the extent of their respective shareholding and the
shareholding of their relatives in the Company are directly or indirectly concerned or interested in the
resolution.
By Order of the Board
For THEJO ENGINEERING LIMITED
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
Information about Mr. Manoj Joseph :
Mr. Manoj Joseph is currently Director, Marketing of the Company. He is a Graduate in Electrical and
Electronics Engineering with a Post Graduate Diploma in Business Administration. He joined Thejo
Engineering Limited in 1991 and he has worked in various departments such as materials, planning,
manufacturing and sales. He was Head of Manufacturing till 2007, when he assumed charge as Head of
Marketing.
Companies (other than Thejo Engineering Limited and its subsidiaries) in which Mr. Manoj Joseph holds
directorship and committee memberships
Directorships : None
Chairman of Board Committees : None
Member of Board Committees : None
Shareholding in the Company : 82,930 equity shares as on 31st March, 2013.
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THEJO ENGINEERING LIMITED
NOTICE TO MEMBERS
Companies (other than Thejo Engineering Limited and its subsidiaries) in which Mr. V.A. George holds
directorship and committee memberships
Directorships : None
Chairman of Board Committees : None
Member of Board Committees : None
Shareholding in the Company : 25,000 equity shares as on 31st March, 2013.
Disclosure in terms of Clause 52 (IV) (G) (ii) of the Listing Agreement – Inter-se Relationship between
Directors
None of our Directors have any family relationships, save and except Mr. K.J. Joseph and Mr. Manoj
Joseph as father and son and Mr. Thomas John and Mr. Rajesh John also as father and son.
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