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NOTICE is hereby given that the eighty - ninth Annual General Meeting of KESORAM INDUSTRIES LIMITED will be held on Thursday, the 26th June, 2008 at 11.00 a.m. at "Kala - Kunj", 48, Shakespeare Sarani, Kolkata - 700017, to transact the following business :
 
GENERAL BUSINESS
 
1.  To consider and adopt the Reports of the Auditors and the Directors and the Audited Accounts of the  Company for the year ended 31st March, 2008.
 
2.  To declare Dividend on Ordinary Shares for the year ended 31st March, 2008.
 
3.  To appoint Directors in place of Shri B. K. Birla and Smt Manjushree Khaitan, who are related to each  other and retire by rotation and being eligible, offer themselves for re - election.
 
4.  To appoint Auditors and fix their remuneration.
 
SPECIAL BUSINESS
 
To consider and if thought fit, to pass with or without modification(s), the following Resolutions as ORDINARY RESOLUTIONS :
 
5.  "RESOLVED that in supersession of the earlier resolution passed in this behalf and pursuant to the provisions of Section 293(1)(a) and all other applicable provisions of the Companies Act, 1956, the consent of the Company be and is hereby accorded to the Board of Directors to hypothecate, mortgage, create lien and / or other encumbrances in addition to the mortgages / charges etc. already created / to be created by the company in such form and manner and with such ranking and at such time and on such terms on all or on any of the movable and / or immovable properties of the company both present and future and / or on the whole or any part of the undertaking(s) of the company as the Board may determine to secure the sum or sums of moneys borrowed or to be borrowed aggregating up to Rs. 3000 Crores (Rupees Three Thousand Crores only) by the Company from Banks, Financial Institutions etc.
 
  RESOLVED FURTHER that the Board of Directors of the Company (including any Director / Executive so authorized in this behalf) be and are hereby authorized to finalize and execute such Deeds of Debenture, Debenture Trust Deeds, Promissory Notes, Deposit Receipts and other deeds or documents for creating the aforesaid mortgage and / or hypothecation, charge and other encumbrances, if any, by the company and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution."
 
6.  "RESOLVED that the consent of the Company be and is hereby accorded under the provisions of Section 293(1)(d) of the Companies Act, 1956 to the Board of Directors of the Company to borrow from time to time all such sum of money as they may deem requisite for the purpose of the business of the company notwithstanding that money to be borrowed together with money already borrowed by the company (apart from temporary loans obtained from the company's bankers in the ordinary course of business), exceed the aggregate of the paid up capital and its free reserves, that is to say, reserves not set apart for any specific purpose,provided that the aggregate of the sum so borrowed shall not exceed Rs. 3,000 Crores (Rupees three thousand crores only) at any one point of time."
 
To consider and if thought fit, to pass with or without modification(s), the following Resolution as SPECIAL RESOLUTION :
 
7.  "RESOLVED THAT superseding the earlier resolution passed by the shareholders in its meeting held on 30th June, 2005 and pursuant to the provisions of Section 309 and other applicable provisions of the Companies Act, 1956 and Article 106 of the Articles of Association of the Company and subject to the approval by the Central Government, if required, the Company be and is hereby authorized to pay the increased commission with effect from 1st April, 2007 to its Directors (except Shri S. K. Parik) at the rate of 1% of the net profits of the Company to be divided amongst them equally subject to an amount to be decided by the Board every year not exceeding Rs. 25 lacs (Rupees twenty five lacs) in every financial year computed in the manner referred to in Section 198(1) of the said Act, from the aforesaid date for the remaining period of five years approved by the shareholders in its meeting held on 30.06.2005."
- By Order of the Board
Registered Office:
9/1, R. N. Mukherjee Road,
Kolkata-700 001
Dated, the 3rd day of May, 2008
S. K. PARIK
Director & Secretary
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