Promise vis-à-vis Performance:
The Company has allotted Equity Shares pursuant to the Scheme sanctioned by the Hon’ble High Court of Judicature at Madras. The Company has not made any promises in the Information Memorandum.

Mechanism evolved for redressal of Investor Grievances:
The Company, with a view to render prompt and efficient service to the investors, appointed Cameo Corporate Services Ltd., No.1, Club House Road, Subramanian Building, Chennai 600 002, registered with SEBI as the STA to handle share registry work pertaining to both physical and electronic segments of the Equity Shares.

As required under the Listing Agreement, Mr. V. Rajasekaran, Managing Director of the Company has been appointed as the Compliance Officer. For any clarification/complaint, the shareholders may contact Mr. V. Rajasekaran, Managing Director of the Company.

Similarly, the Shareholders’/Investor’s Grievance Committee to be set up in compliance with Clause 49 of Listing Agreement will oversee and review all matters connected with share transfers, issue of duplicate share certificates etc. The Investor’s Grievance Committee will also look into the redressal of investors’ grievances pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The Company, as a matter of policy, will dispose of investor complaints within a span of seven days.

XVII   ARTICLES

The relevant provisions of Articles of Association of the Company are reproduced below:

4.         Alteration of conditions of Memorandum:

The Company in general meeting is authorized to alter the conditions of its memorandum as follows, that is to say, it may from time to time by ordinary resolution:-

  1. (i)  Increase its share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution;

(ii)  Indicate that the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as may be specified in the resolution sanctioning the increase of share capital, and if nothing is specified in the resolution, as the Directors may determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company.
(iii)  Indicate that except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the original equity capital and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfers and transmission, forfeiture, lien, voting and otherwise.

  • Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares
    1. Convert all or any of its fully paid-up shares into stock, and reconvert the stock into fully paid-up shares of any denomination.
    2. Sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum, so however, than in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived
    3. Cancel shares which, at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

    5.         Increase of Subscribed Capital

    The subscribed capital of the Company may be increased from time to time by the Board as and when necessary without referring to the share holders to the extent of Authorized Share Capital by the issue of new shares and the Directors shall comply with the provisions of Section 81 and 81A of the Act.

    6.         Reduction of Share Capital

    Subject to Sections 78, 80, 80A, 100 to 105 and subject to confirmation by the Court, the Company is authorized to reduce its Share Capital by Special Resolution in any way and in particular and without prejudice to the generality of the foregoing power, may –

    1. Extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or
    1. Either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or is unrepresented by available assets; or
    2. Either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the Company and may, if and so far as is necessary alter its Memorandum by reducing the amount of its share capital and of its shares accordingly; or
    3. Reduce any share premium amount in accordance with the provisions of Section 78 read with Section 100 or any statutory modifications thereof; and
    4. Reduce any Capital Redemption Reserve Fund in accordance with Sections 80 and 80A read with Section 100 or any statutory modifications thereof.

    7.         Rights of Preference Share holders

    The Company shall have power to issue preference shares including Redeemable Preference Shares in accordance with the provisions of Sections 80, 81 and 85 of the Act or any statutory modifications thereof

    1. The Preference Shares will confer upon the holders thereof the right to a fixed cumulative preferential dividend (free of Company’s tax but subject to deduction of tax at source at the prescribed rates) on the capital for the time being paid up.  The Preference Shares shall also confer on the holders thereof the right of winding up of the Company to payment of capital and arrears of dividend (whether earned, declared or not) up to the commencement of the winding up, in priority to the Equity Shares , but shall not confer any further right to participate in any profit or asset.  The holders of Preference Shares shall be entitled to dividend to be paid commencing from the date of allotment and ending at the close of such period.  For the purpose of Section 87(2) of the Companies Act, 1956 and the Articles of Association of the Company, dividend shall be due on Preference Shares in case a dividend is declared on the date specified in such  declaration  for payment of such dividend, which date shall not be more than thirty days after the date of the Annual General Meeting which considers the accounts for the payment period and in case dividend is not so declared than thirtieths forty second day after the date of such Annual General Meeting shall be deemed to be the date specified for the payment of dividend on such Preference Shares.
    2. Redemption of Preference Shares
    3. the Board may at any time before the expiry of the period of ten years from the date of issue, apply the net profits or the funds of the Company which may be lawfully applied for the purpose by proceeds of a fresh issue of Redeemable Preference Shares made for the purpose of redemption in redeeming a part or whole of the Preference Shares for the time being issued and outstanding together with a sum equal to the arrears of dividend (whether earned, declared or not) up to the date of redemption.
    4. The Preference Shares to be redeemed on such occasion shall be determined by drawing of lots at such time and place in such manner as the Board may determine but in the presence of atleast one of the Directors and a representative of the auditors of the Company for the time being.
    5. Forthwith after such drawing, the Company shall give the holders of the Preference Shares drawn for redemption, notice in writing of the Company’s intention to redeem the same and fixing a time not less than six months ahead and place for the redemption and surrender of the scrips of the Preference Shares so to be redeemed.
    6. At the time and place so fixed each holder of such Preference Shares shall be bound to surrender to the Company any certificate or certificates for his Preference Shares to be redeemed and the Company shall pay to him the amount payable in respect of such shares and where such certificate comprises of any Preference Shares which have not been drawn for redemption, the Company shall issue the holder thereof, a fresh certificate thereof.
    7. The Company shall, subject to Section 80A of the Act, and the terms of issue of any Preference Shares be at liberty, without prejudice to its other rights from time to time to create and issue further Preference Shares ranking in all respects Pari Passu with the Redeemable Cumulative Preference Shares issued under the Prospectus.

    c.         Calculation of fixed percentage on Capital
    In calculation of fixed percentage on capital paid-up on any shares for the purpose of these Articles, such percentage shall be calculated up to and as on the date of close of the accounting year of the Company next prior to the date of declarations of dividend at a General Meeting and in respect of interim dividend, such fixed percentage shall be calculated up to and as on the date of the close of the period for which such dividend is declared by the Board of Directors.

     

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