The 44Th Annual General Meeting Of The Members Of Modi Rubber Limited ('The Company') Will Be Held On Thursday The September 28Th, 2017 At 11:30 Am At Auditorium, Dayawati Modi Public School, Modinagar-201204 (U.P)

• Security Code: 500890
• Company: MODIRUBBER

Notice is hereby given that the 44th Annual General Meeting of the members of Modi Rubber Limited ('the Company') will be held on Thursday the September 28th, 2017 at 11:30 am at Auditorium, Dayawati Modi Public School, Modinagar-201204 (U.P) to transact the following businesses:


ORDINARY BUSINESSES:

1. To consider and adopt:

(a) The Audited Financial Statement of the Company for the financial year ended March 31, 2017, the reports of the Board of Directors and Auditors thereon; and
(b) The audited consolidated financial statement of the Company for the financial year ended March 31, 2017.

2. To appoint a Director in place of Ms. Piya Modi (DIN: 03623417) who has consented to retire by rotation for compliance with the requirements of Section 152 of the Companies Act, 2013, and being eligible, offers herself for re-appointment.


3. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the 49th Annual General Meeting and to fix their remuneration and to pass with or without modification(s), the following resolution as an Ordinary Resolution:

'RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s Suresh Surana & Associates LLP, Chartered Accountants (Registration No 121750W/W-100010), be and are hereby appointed as the Statutory Auditors of the Company in place of M/s PDM and Company, Chartered Accountants, to hold Office from the conclusion of the 44th Annual General Meeting till the conclusion of the Forty Ninth Annual General Meeting and subject to ratification of appointment at every Annual General Meeting, at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. M/s Suresh Surana & Associates LLP, Chartered Accountants (Registration No 121750W/W-100010), plus applicable taxes, out-of-pocket expenses, travelling and other expenses, in connection with the work of audit to be carried out by them.'



SPECIAL BUSINESSES:

4. To Re-appoint Ms. Piya Modi (DIN 03623417) as Whole Time Director for a term of five years and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
'RESOLVED that pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013 and pursuant to Article 109 and any other applicable Article of the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the re-appointment of Mr. Piya Modi (DIN: 03623417), as Whole-Time Director of the Company for a further period of five years commencing from 30.09.2017.


RESOLVED FURTHER that any one of the Directors or Company Secretary of the Company be and are hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution.'

5. To appoint Mr. Arvind Nath Seth (DIN-00464893) , as an Independent Director 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 the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and pursuant to the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modification or amendment thereof, Mr. Arvind Nath Seth (DIN-00464893), who was appointed as an Additional Director of the Company with effect from 29th May, 2017 under Section 161 of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term up to five consecutive years commencing from 29th May, 2017.'