Ambadi Enterprises Limited

Corporate Social Responsibility Policy


NOTICE OF THE SEVENTY FOURTH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Seventy Fourth Annual General Meeting of AMBADI ENTERPRISES LIMITED, will be held on Wednesday, the 26th August, 2015 at 10 a.m at Parry House, 5th Floor, No.43 Moore Street, Chennai – 600001 to transact the following business:


ORDINARY BUSINESS:

1. To receive, consider and adopt the Director's Report, the Audited Statement of Profit & Loss for the financial year ended 31st March, 2015, the Balance Sheet as at that date, the Cash Flow Statement for the financial year ended 31st March, 2015 and the report of the Auditors thereon.

2. To confirm the interim dividend of Rs.18.75 per equity share, already paid for the financial year ended 31st March, 2015.

3. To declare final dividend on Equity Shares.

4. To appoint a Director in the place of Mr. M M Venkatachalam (DIN: 00152619) who retires by rotation and being eligible, offers himself for reappointment.

5. To ratify the appointment of Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and in this connection, to consider and if deemed fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013,(the Act), and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), pursuant to the resolution passed by the members at the AGM held on 9th July, 2014 the appointment of Messrs. Shanker Giri & Prabhakar, Chartered Accountants, Chennai (Registration No.003761S) as Statutory Auditors of the Company be and is hereby ratified to hold office from the conclusion of this Annual General Meeting till the conclusion of the 78th Annual General Meeting on a remuneration of Rs.4,50,000/- (Rupees Four Lacs Fifty Thousand only) for the financial year 2015-16 in addition to reimbursement of actual traveling and out-of-pocket expenses incurred by them and applicable taxes.


SPECIAL BUSINESS

6. 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 Section 152 and other applicable and related provisions of the Companies Act, 2013, read with Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof for the time being in force), Mr. Ramesh KB Menon (DIN: 05275821) who was appointed as an additional director of the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 with effect from 24th October, 2014 who holds office till the date of this Annual General Meeting and being eligible, offers himself for appointment and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 from a member signifying the intention to propose the candidature of Mr. Ramesh KB Menon (DIN: 05275821) for the office of Director, be and is hereby appointed as a non-executive Director of the Company, liable to retire by rotation, with effect from the date of this Meeting.

7. To consider and if deemed 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 and 152 and any other applicable and related provisions of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV to the Companies Act, 2013 Mr. J Sahni (DIN: 00320732) who was appointed as a director liable to retire by rotation and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 from a member signifying the intention to propose Mr. J Sahni (DIN: 00320732) as a candidate for the office of a Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for a period of three (3) years with effect from 26th August, 2015, being the date of the 74th Annual General Meeting, for a term up to the conclusion of the 77th Annual General Meeting of the Company to be held in the calendar year 2018, not liable to retire by rotation.

8. To consider and if deemed 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 and 152 and any other applicable and related provisions of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV to the Companies Act, 2013, Ms. Jyotsna Belliappa (DIN: 07241358) who was appointed as an additional director of the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 with effect from 23rd July, 2015, who holds office till the date of this Annual General Meeting and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 from a member signifying the intention to propose Ms. Jyotsna Belliappa (DIN:07241358) as a candidate for the office of a Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for a period of three consecutive years with effect from 26th August, 2015, being the date of the 74th Annual General Meeting, for a term up to the conclusion of the 77th Annual General Meeting of the Company to be held in the calendar year 2018, not liable to retire by rotation.

9. To consider and if deemed fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

RESOLVED THAT in accordance with the provisions of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Rules made there under, including any statutory modification(s) or re-enactment thereof for the time being in force, the Directors of the Company (including alternate Directors), who are neither in the whole-time employment of the Company nor are the Managing Director(s) of the Company, be paid in respect of each of the five financial years of the Company, on and from the financial year which commenced from 1st of April, 2015 upto the year ending on 31st of March, 2020, remuneration by way of commission not exceeding an amount equal to one percent (1%) of the net profits of the Company for that year as computed under Section 198 of the Act.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to decide, from time to time, the quantum and manner of distribution of the amount of commission to one or more Directors within the limits prescribed and in terms of the Act.

RESOLVED FURTHER THAT the aforesaid commission shall be exclusive of the fees payable to such Directors for attending the meetings of the Board and the Committees thereof.

RESOLVED FURTHER THAT consent of the Company be and the same is hereby accorded for payment of the aforesaid commission to such Directors who may be relatives/partners of other Directors.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, desirable or expedient to give effect to this Resolution.




On behalf of the Board



ChennaiM M Venkatachalam

July 23, 2015Chairman

DIN: 00152619




Notes:

1. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on a poll instead of him/her on a poll only. The proxy need not be a member of the company. A blank form of proxy is enclosed herewith and if intended to be used, it should be returned duly completed at the Registered Office of the Company not later than forty eight hours before the scheduled time of the commencement of 74th Annual General Meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

3. Members are requested to intimate any change in their address, if any, immediately to the Company at its Registered Office quoting their folio number.

4. The Statement as required under Section 102 of the Companies Act, 2013 is annexed herewith.



STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013


Item No.6

The Board of Directors had appointed Mr. Ramesh KB Menon (DIN: 05275821) as an Additional Director of the Company with effect from 24th October, 2014.

In terms of Section 161(1) of the Companies Act, 2013 read with Article 80 of the Articles of Association of the Company, Mr. Ramesh KB Menon (DIN: 05275821) holds office as Additional Director only up to the date of the forthcoming Annual General Meeting.

The Company has received a notice in writing under the provisions of Section 160 of the Companies Act 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Ramesh KB Menon (DIN: 05275821)for the office of Director, to be appointed as such under the provisions of Sections 149 and 152 of the Companies Act, 2013.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mr. Ramesh KB Menon (DIN: 05275821) as a non Executive Director of the Company liable to retire by rotation.

Except Mr. Ramesh KB Menon (DIN: 05275821) being an appointee, none of the other Directors or their relatives is concerned or interested, financially or otherwise in the resolution set out under item No.6 of the Notice.

The Board recommends the resolution set forth in Item no. 6 of the Notice for the approval of the members.


Item No.7

Mr. J. Sahni is a Non – Executive Director of the Company. He joined the Board of Directors in June, 2004. His period of office is liable to determination by retirement of directors by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. J. Sahni being eligible is proposed to be appointed as an Independent Director for a period of three years with effect from 26th August, 2015 being the date of the 74th Annual General Meeting, for a term up to the conclusion of the 77th Annual General Meeting of the Company to be held in the calendar year 2018.

The Company has received a notice in writing under the provisions of Section 160 of the Companies Act 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr.J. Sahni (DIN: 00320732) for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013.

The Company has received from Mr. J.Sahni (DIN: 00320732) (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The resolution seeks the approval of members for the appointment Mr. J.Sahni (DIN: 00320732) as an Independent Director of the Company for a period of three (3) years with effect from 26th August, 2015, being the date of the 74th Annual General Meeting, for a term up to the conclusion of the 77th Annual General Meeting of the Company to be held in the calendar year 2018, pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation.

In the opinion of the Board of Directors, Mr. J.Sahni (DIN: 00320732), the Independent Director proposed to be appointed, fulfills the conditions specified in the Act and the Rules made there under and he is independent of the Management. A copy of the draft letter of appointment of Mr.J. Sahni (DIN: 00320732) as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered office of the Company during normal business hours on any working day up to the date of AGM

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mr.J. Sahni (DIN: 00320732) as an Independent Director.

Except Mr. J.Sahni (DIN: 00320732) being an appointee, none of the other Directors or their relatives is concerned or interested, financially or otherwise in the resolution set out under item No.7 of the Notice.

The Board recommends the resolution set forth in Item no. 7 of the Notice for the approval of the members.


Item No.8

The Board of Directors had appointed Ms. Jyotsna Belliappa (DIN: 07241358) as an Additional Director of the Company with effect from 23rd July, 2015.

In terms of Section 161(1) of the Companies Act, 2013 read with Article 80 of the Articles of Association of the Company, Ms. Jyotsna Belliappa (DIN: 07241358)holds office as Additional Director only up to the date of the forthcoming Annual General Meeting.

The Company has received a notice in writing under the provisions of Section 160 of the Companies Act 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Ms. Jyotsna Belliappa (DIN: 07241358)for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013.

The Company has received from Ms. Jyotsna Belliappa (DIN: 07241358) (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The resolution seeks the approval of members for the appointment Ms. Jyotsna Belliappa (DIN: 07241358) as an Independent Director of the Company for a period of three (3) years with effect from 26th August, 2015, being the date of the 74th Annual General Meeting, for a term up to the conclusion of the 77th Annual General Meeting of the Company to be held in the calendar year 2018, pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. She is not liable to retire by rotation.

In the opinion of the Board of Directors, Ms. Jyotsna Belliappa (DIN: 07241358), the Independent Director proposed to be appointed, fulfills the conditions specified in the Act and the Rules made there under and she is independent of the Management. A copy of the draft letter of appointment of Ms. Jyotsna Belliappa (DIN: 07241358) as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered office of the Company during normal business hours on any working day up to the date of AGM.

The Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Ms. Jyotsna Belliappa (DIN: 07241358) as an Independent Director.

Except Ms. Jyotsna Belliappa (DIN: 07241358) being an appointee, none of the other Directors or their relatives is concerned or interested, financially or otherwise in the resolution set out under item No.8 of the Notice. The Board recommends the resolution set forth in Item no. 8 of the Notice for the approval of the members.


Item No.9

At the Annual General Meeting of the Company held on July 27, 2012, the Members had approved of the payment of commission to non Whole-time Directors of the Company not exceeding one percent per annum of the net profits of the Company for a period of five years commencing from April 1, 2012.

The Companies Act, 2013 has come into force with effect from 01.04.2014. It was therefore considered necessary to seek the approval of the members in accordance with the Sections 197 and 198 of the Companies Act, 2013.

The responsibility of the non-whole time Directors has increased considerably over the years. There is a greater demand on the non-whole time Directors in terms of time and preparation for the Board and Committee meetings. Keeping in view the requirement in terms of time and quality on the part of the non-whole time Directors, it is necessary to remunerate them appropriately.

Taking into account the role and responsibilities of the Directors as stated above, it is proposed that, the Directors of the Company (including alternate Directors), who are neither in the whole-time employment of the Company nor the Managing Director(s) of the Company, be paid for each of the five financial years, commencing from the 1st April, 2015 up to the financial year ending on the 31st March, 2020, a remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013 and applicable Rules, if any, thereunder. This remuneration will be distributed amongst the Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013 and the Rules thereunder. This remuneration shall be in addition to fee payable to the Directors for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever, as may be decided by the Board.

The Board recommends the Resolution set forth in Item No.9 of the Notice for the approval of the Members.


Memorandum of Interest

The Directors of the Company, shall be deemed to be concerned or interested to the extent of the remuneration, by way of commission, that may be received by them.





ChennaiM M Venkatachalam

July 23, 2015Chairman

DIN: 00152619