Notice: Sixteenth Annual General Meeting Of The Members Of Adani Power Limited

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NOTICE
NOTICE is hereby given that Sixteenth Annual General Meeting of the Members of Adani Power Limited will be held on Thursday, 9th day of August, 2012 at 9.30 a.m. at J. B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015 to transact the following business: Ordinary Business:

1.

To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012, Statement of Profit and Loss for the year ended on that date and the Reports of the Directors' and Auditors' thereon.

2. To appoint a director in place of Mr. B. B. Tandon, who retires by rotation and being eligible, offers himself for re-appointment.
3. To appoint a director in place of Mr. Gautam S. Adani, who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (ICAI Reg. No. 117365W), as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at such remuneration as may be approved by the Audit Committee / Board of Directors of the Company. Special Business:

5. To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Berjis Desai who was appointed as an Additional Director by the Board of Directors under section 260 of the Companies Act, 1956 and Article 77 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting be and is hereby appointed as a Director retiring by rotation.”

6. To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and 310 of the Companies Act 1956 (the Act) read with Schedule XIII of the Act and other applicable provisions, if any, of the Act, or any amendment or modification or any re-enactment thereof and subject to such other consents and approvals as may be necessary, consent of the Company be and is hereby accorded to the appointment of Mr. Ravi Sharma as an Executive Director of the Company for the period from 14th May, 2012 to 30th June, 2012 on terms and conditions including remuneration as set out in Explanatory Statement annexed hereto.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, as the Board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit.” 7. To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to section 309(5B) of the Companies Act 1956 (the Act) read with Schedule XIII of the Act and subject to approval of the Central Government and subject to such other consents and approvals as may be necessary, consent of members of the Company be and is hereby accorded for waiver of recovery of excess remuneration amounting to ` 4,64,58,540/- paid to Mr. Ravi Sharma as a Whole Time Director of the Company, over and above limits prescribed in part II of Schedule XIII of the Act, during period from 1st April, 2011 to 13th May, 2012.” 1

“RESOLVED FURTHER THAT Mr. Rajesh S. Adani, Managing Director or Mr. Rahul C. Shah, Company Secretary be and are hereby severally authorized to make application to the Central Government and / or any other authority for waiver of recovery of excess remuneration paid to Mr. Ravi Sharma, Whole Time Director and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

8. To consider and if thought fit, to pass with or without modification(s) if any, the following...
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