Notice of Annual General Meeting-2015
Contents
1. NSDL www evoting nsdl com All documents referred to in this notice of 105 Annual General Meeting and the Statement of Material Facts shall be open for inspection at the Registered Office of the company during normal business hours i e 9 30 AM to 5 30 PM on all working days and including the date of the 105 Annual General Meeting of the Company By order of the Board of Directors G Ramakrishnan Company Secretary Membership No F2916 Chennai 600002 Dated 29 May 2015 STATEMENT OF MATERIAL FACTS IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 6 The Board on the recommendation of the Audit Committee has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the company for the financial year ending 31 March 2016 In accordance with the provisions of Section 148 of the Companies Act 2013 read with the Companies Audit and Auditors Rules 2014 the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company Accordingly the consent of the members as set out at Item No 6 of the Notice is required for the remuneration payable to the Cost Auditors for the Year ending 31 March 2016 None of the Directors Key Managerial Personnel of the Company their relatives are in any way concerned or interested financially or otherwise in the resolution set out at Item No 6 of the Notice The2. duly filled in all respect to the Scrutinizer Mr c V Madhusudhnan Partner M s KSR amp Co Company Secretaries LLP has been appointed as the Scrutinizer by the Board of Directors for the 105 Annual General Meeting The duly completed Ballot by post shall reach the scrutinizer not later than 6th August 2015 05 00 P M iv Members have the option to request for physical copy of the Ballot by post by sending an e mail to shares t stanes com with a copy to g ramakrishnan t stanes com by mentioning their Folio DP ID and Client ID No However the duly completed Ballot by post should reach the Scrutinizer not later than 6 August 2015 05 00 P M v Ballot by post received after this date viz 6 August 2015 will be treated as invalid by the Scrutinizer vi vii viii xi xii The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company held as on 31 July 2015 The voting rights of Members for voting through Ballot by post will also be in proportion to their shares of the paid up equity share capital of the Company as on 31 July 2015 Mr C V Madhusudhnan Partner M s KSR amp Co Company Secretaries LLP has been appointed as the Scrutinizer for voting at Annual General Meeting e voting and Ballot by post processes The Scrutinizer will also scrutinize the e voting process including the Ballot by post received from the Members who do not have access to the
3. e voting process in a fair and transparent manner A Member can opt for only one mode of voting i e either through e voting or Ballot by post If a Member casts votes by both modes then voting done through e voting shall prevail and Ballot by post shall be treated as invalid The facility for voting either through electronic voting system or Ballot shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e voting or Ballot by post shall be able to exercise their right at the meeting The members who have cast their vote by remote e voting or Ballot by post prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again The Scrutinizers shall immediately after the conclusion of the voting at the Annual General Meeting first count the votes cast at the meeting thereafter unblock the votes cast through remote e voting in the presence of at least two witnesses not in the employment of the Company and also count the votes cast through Ballot by post and make a Scrutinizer s Report of the votes cast in favour or against if any The consolidated report will be submitted to the Chairman not later than three days of the conclusion of the meeting The Chairman will declare the results of voting forthwith upon receipt of report from the scrutinizer and shall be immediately placed on the Company s website www tstanes com and on the website of
4. 0 of the Companies Management and Administration Rules 2014 the Members are provided with the facility to cast their vote electronically through the e voting services provided by National Securities Depository Limited NSDL on all resolutions set forth in this Notice The instructions for e voting are as under A In case a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories 4 vi vii viii xi xii xiii Open the e mail and also open PDF file namely tstanes e voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password Open the internet browser and type the following URL https www evoting nsdl com Click on Shareholder Login If you are already registered with NSDL for e voting then you can use your existing user ID and password If you are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential Once the e voting home page opens click on e voting gt Active e voting Cycles Select EVE
5. Board recommends the Ordinary Resolution set out at Item No 6 of the Notice for approval by the Shareholders By order of the Board of Directors G Ramakrishnan Company Secretary Membership No F2916 Chennai 600002 Dated 29 May 2015
6. N E Voting Event Number of T Stanes and Company Limited as appearing in the Attendance Slip Now you are ready for e voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Upon confirmation the message Vote cast successfully will be displayed Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to madhu ksrandco in with a copy marked to evoting nsdl co in In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com B In case a Member receives physical copy of the Notice of AGM for Members whose email addresses are not registered with the Company Depositories i Initial password is provided in the enclosed ballot form EVEN e voting Event Number user ID and password ii Please follow all steps from SI No ii to SI No xiii above to cast vote iii Login to the e voting website will be disabled upon five unsuccessful attempts to
7. Silanes T STANES AND COMPANY LIMITED CIN L02421TZ1910PLC000221 email id shares t stanes com Website www tstanes com Registered Office 8 23 24 Race Course Road Coimbatore 641018 NOTICE is hereby given that the 105 Annual General Meeting of the Company will be held on Friday the 7th August 2015 at Sri S Anantharamakrishnan Hall at 8 23 24 Race Course Road Coimbatore 641018 commencing at 3 00 P M to transact the following business ORDINARY BUSINESS 1 2 3 To receive consider _and adopt the audited Financial Statements for the year ended 31 March 2015 and if thought fit to pass with or without modification s the following resolution as an Ordinary resolution RESOLVED THAT the Audited Financial Statements including Consolidated Audited Financial Statements of the Company including Statement of Profit and Loss Account as at 31st March 2015 and the Balance Sheet as on that date and the reports of the Auditors Report thereon and Directors Report for the year ended 31 March 2015 be and are hereby received and adopted To consider declaration of Dividend on Equity Shares and to consider and if thought fit to pass with or without modification s the followin resolution as an Ordinar resolution RESOLVED THAT i The Interim Dividend paid of 2 50 per share 25 on the Equity Shares be and is hereby approved ii A Final Dividend of 3 00 per share 30 on the Equity Shares be declar
8. ed and paid for the year ended 31 March 2015 To appoint a Director in place of Mr A Krishnamoorthy retiring by rotation and to consider and if thought fit to pass with or without modification s the followin resolution as an Ordinary resolution RESOLVED THAT Mr A Krishnamoorthy holding DIN No 00001778 who retires by rotation and being eligible offers himself for re appointment be and is hereby re appointed as a Director 4 5 To appoint a Director in place of Mrs Lakshmi Narayanan _retiring by rotation and to consider and if thought fit to pass with or without modification s the followin resolution as an Ordinary resolution RESOLVED THAT Mrs Lakshmi Narayanan holding DIN No 02539061 who retires by rotation and being eligible offers herself for re appointment be and is hereby re appointed as a Director To appoint auditors 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 pursuant to Section 139 of the Companies Act 2013 and the Rules framed there under as amended from time to time M s Fraser amp Ross Chartered Accountants Firm Registration No 000829S be and are hereby re appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and that the Audit Committee Board of Di
9. ending the meeting the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote 9 Members seeking any information with regard to the Financial Statement are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the meeting 10 Transfer of Unclaimed Unpaid amounts to the Investor Education and Protection Fund IEPF Pursuant to sections 205A and 205C and other applicable provisions if any of the erstwhile Companies Act 1956 and also Pursuant to Section 124 of the Companies Act 2013 all unclaimed unpaid dividend as applicable remaining unclaimed unpaid for a period of seven years from the date they became due for payment in relation to the Company have been transferred to the IEPF established by the Central Government The details of the same are displayed in the Website of the Company Members who have not yet en cashed their dividend warrant s pertaining to the Final Dividend for the financial year 2007 08 and onwards issued by the Company are requested to make their claims without any delay to IEIL It may be noted that the unclaimed Final Dividend for the financial year 2007 08 declared by the Company on 11 September 2008 can be claimed by the shareholders on or before 10th September 2015 E voting 11 In compliance with the provisions of section 108 of the Act to be read with Rule 2
10. key in the correct password In such an event you will need to go through the Forgot Password option available on the site to reset the password C Other Instructions i The e voting period commences on Tuesday the qth August 2015 at 09 30 A M and ends on Thursday the 6 August 2015 at 05 00 P M During this period Members of the Company holding shares either in physical form or in dematerialized form as on 31 July 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for e voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently ii Any person who acquires shares of the Company and becomes member of the Company after despatch of the Notice of AGM and holding shares as on the cut off date i e Friday the 31 July 2015 may obtain login ID and password by sending a request at evoting nsdl co in However if you are already registered with NSDL for remote e voting then you can use your existing password for casting your vote If you forgot your password you can reset your password by using Forgot User Details Password option available on www evoting nsdl com iii Members who do not have access to e voting facility have the option to cast their vote through Ballot by post A self addressed envelope with the address of the scrutinizer is kept along with the Annual Report to enable the Shareholders to forward the Ballot by post
11. ority as applicable A person can act as proxy on behalf of Members not exceeding fifty 50 and holding in the aggregate not more than 10 of the total share capital of the Company In case a proxy is proposed to be appointed by a Member holding more than 10 of the total share capital of the Company carrying voting rights then such proxy shall not act as a proxy for any other person or shareholder 2 The relative Statement of Material Facts pursuant to section 102 of the Companies Act 2013 Act in respect of the Special business under Item Nos 6 of the Notice is annexed hereto 3 The Register of Members and Transfer Books of the Company will be closed from Tuesday the 4 August 2015 to Friday the 7th August 2015 4 If the Final Dividend as recommended by the Board of Directors is approved at the Annual General Meeting payment of such dividend will be made after 07 August 2015 as under a To all Beneficial Owners in respect of shares held in dematerialized form as per the data made available by the National Securities Depository Limited NSDL and the Central Depository Services India Limited CDSL as of the close of business hours on 3 August 2015 b 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 Registrar on or before the close of business hours on 3 August 2015 5 Members holding shares in dematerialized f
12. orm are requested to intimate all changes pertaining to their bank details National Electronic Clearing Service NECS Electronic Clearing Service ECS mandates nominations power of attorney change of address change of name e mail address contact numbers etc to their Depository Participant DP Changes intimated to the DP will then be automatically reflected in the Company s records which will help the Company and the Company s Registrars and Transfer Agents M s Integrated Enterprises India Limited IEIL to provide efficient and better services Members holding shares in physical form are requested to intimate such changes to Integrated Enterprises India Limited IEIL 2nd Floor Kences Towers No 1 Ramakrishna Street North Usman Road T Nagar Chennai 600017 3 6 Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management Members can contact the Company or IEIL for assistance in this regard 7 Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or IEIL the details of such folios together with the share certificates for consolidating their holding in one folio A consolidated share certificate will be returned to such Members after making requisite changes thereon 8 In case of joint holders att
13. rectors be and are hereby authorized to fix remuneration plus service tax Out of Pocket expenses payable to them SPECIAL BUSINESS 6 To approve the remuneration of the Cost Auditors for the Financial Year 2015 16 and to consider and if thought fit to pass with or without modification s the followin resolution as an Ordinary resolution RESOLVED THAT pursuant to the Provisions of Section 148 of the Companies Act 2013 the remuneration fixed at 75 000 Rupees Seventy Five Thousand Only out of pocket expenses and travel expenses etc to M s S Mahadevan amp Co Cost Accountants Firm Registration Number 000007 who have been appointed as Cost Auditors by the Board of Directors for the financial year 2015 16 as recommended by Audit Committee be and is hereby ratified By order of the Board of Directors G Ramakrishnan Company Secretary Membership No F2916 Chennai 600002 Dated 29 May 2015 NOTES 1 AMember entitled to attend and vote at the Annual General Meeting AGM is entitled to appoint a proxy to attend and vote instead of himself herself and the proxy need not be a Member of the Company The instrument appointing the proxy in order to be effective must be deposited at the Company s Registered Office duly completed and signed not less than FORTY EIGHT HOURS before the meeting Proxies submitted on behalf of limited companies societies etc must be supported by appropriate resolutions auth
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