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| Exchange Disseminated Time | Aro Granite Industries Ltd has informed BSE that the members at the 20th Annual General Meeting (AGM) of the Company held on July 26, 2008 inter alia, have accorded to the following:
1. Adoption of the Profit & Loss Account for the year ended March 31, 2008 & the Balance Sheet as on that date.
2. Declaration of dividend of Rs 1.50p per equity share of the Company for the year ended March 31, 2008.
3. Re-appointment of Smt. Sujata Arora and Shri. Kasturi Lal Arora, as a Directors of the Company.
4. Appointment of M/s. Alok Mittal & Associates, Chartered Accountants, New Delhi, as Auditors of the Company from the conclusion of the 20th Annual General Meeting upto the conclusion of the next Annual General Meeting on a remuneration, terms and conditions.
5. To increased the authorised Share Capital of the Company from Rs 11,42,00,000 (Rupees Eleven Crores Forty Two Lacs) to Rs 15,00,00,000 (Rupees Fifteen Crores) by creation of 35,80,000 (Thirty Five Lacs Eighty Thousand) Equity Shares of Rs 10/- each ranking pari passu with the existing equity shares and consequential amendments in the Memorandum & Articles of Association of the Company, subject to necessary provision and approvals.
6. To offer, issue and allot at any time and from time to time in one or more tranches from the unissued equity shares capital of the Company created by increase of Authorised Share Capital at this meeting by way of bonus issue, right issue to the shareholders or public issue and / or private placement to any person or persons whether he / they be members of the Company or not as may be deemed fit by the board of Directors of the Company.
7. To capitalise upto Rs 3,69,45,000 (Rupees Three Crores Sixty Nine Lacs Forty Five Thousand Only) out of the 'Reserve and Surplus' and transfer to Share Capital Account towards issue and allotment of Equity Shares not exceeding 36,94,500 Equity Shares of Rs 10 each, as bonus shares credited as fully paid-up to members of the Company holding Equity Shares of Rs 10/- each whose names stand on the register of members of the Company on such date as fixed by the Board of Directors may determine, in that behalf in the proportion of 1 (one) New Fully Paid-up Equity Share of Rs 10/- each for every 2 (Two) Equity Shares of Rs 10/- each held as on the said date as fixed by the Board and that the bonus shares so issued and allotted be treated for all purpose as an increase of the nominal amount of the Equity Capital of the Company held by each such member and not as an income, subject to necessary provisions and approvals.
8. Insertion after Article 21 and 36 respectively in the Articles of Association of the Company:
"21A. Rotational and Non-rotational Directors
(1) Subject to the provisions of Section 255 of the Act, the number of Directors liable to retire by rotation shat be two-thirds of the total number of Directors or such lower number as may be permitted by the Act or any statutory modification or re-enactment thereof. The remaining number of Directors of the Company shat be Directors not liable to retire by rotation
(2) Subject to sub-clause (1) above, so long as the Promoters of the Company hold in the aggregate not less than 26% of the total paid up Equity Share Capital of the Company, the Promoters shall have the right to appoint upto one-third of the total number of Directors on the Board as Directors not liable to retire by rotation. The appointment shall be made by a communication in writing addressed to the Company under the hand of a duly authorized representative of such Promoters which shall have the right to recall, withdraw or remove any Director(s) so appointed and to so appoint or reappoint any other person in place of the person so recalled, withdrawn or removed as aforesaid.
(3) Subject as aforesaid at every Annual General Meeting of the Company, one-third of such of the Directors for the time being as are liable to retire by rotation or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
36A. Appointment of Managing Director, Whole time Director
(1) Subject to the provisions in that respect of the Act, the Board shall from time to time appoint any Director(s) appointed by the Promoters of the Company as Directors not liable to retire by rotation, as provided in Article 21A, to be the Managing Director(s) or Wholetime Director(s) for such period not exceeding 5 years at a time and on such terms as it thinks fit.
(2) Subject to the provisions in that respect of the Act, the Board may also from time to time, appoint any other Director(s) to be the Managing Director(s) and Wholetime Director(s) for such period not exceeding 5 years at a time and on remuneration, terms and conditions." |
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