Regiered Office: 9/1 R.N.MUKHERJEE ROAD, KOLKATA 700 001 Phone: (033) 39181700 Fax: (033) 39181706 CIN: U35202WB1966PLC026980 Email: lawkushprasad.b@gmmcoindia.com Website: www.gmmco.in GMMCO LIMITED N O T I C E TO THE SHAREHOLDERS: NOTICE is hereby given at e 50 Annual General Meeting of e Shareholders of GMMCO LIMITED will be held on Friday, e 28 July, 2017 at 11.00 A.M. at 9/1, R. N. Mukherjee Road, Kolkata-700 001 to transact e following business:- 1. To receive and consider e Report of e Directors and to adopt e audited Accounts of e Company for e year ended 31 March, 2017. 2. To declare final dividend of Rs.20/- per equity share and to confirm e interim dividend of Rs.20/- per Equity Share already paid for e year ended 31 March, 2017. 3. To elect a Director in place of Shri J. P. Chhaochharia who retires from e Board by rotation and being eligible offers himself for re-election. 4. To appoint Auditors of e Company to hold office from e conclusion of is Annual General Meeting until e conclusion of six consecutive Annual General Meeting and to fix eir remuneration and to pass e following resolution : RESOLVED THAT pursuant to e provisions of Sections 139, of e Companies Act, 2013 (e Act) and e Rules made ere under, and pursuant to e recommendation of e Audit committee of e Board of Directors, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Regiration No.101049W/E300004) be and are hereby appointed as e Auditors of e Company, to hold office from e conclusion of is Annual General Meeting to 1
e conclusion of e six consecutive Annual General Meeting (subject to ratification of e appointment by e members at every Annual General Meeting held after is Annual General Meeting) and at e Board of Directors be and are hereby auorized to fix remuneration in consultation wi e Auditors. SPECIAL BUSINESS AS ORDINARY RESOLUTION 5. To consider and, if ought fit, to pass, wi or wiout modification, e following resolution as Ordinary Resolution : RESOLVED at Shri Yogesh Goenka (DIN:01779588), additional Director of e Company, who holds office upto e date of is meeting under section 161 of e Companies Act, 2013 be and is hereby appointed as Director of e Company. 6. To consider and, if ought fit, to pass, wi or wiout modification, e following resolution as Ordinary Resolution : RESOLVED at e payment of remuneration of Rs.75,000/- plus applicable taxes, and reimbursement of out of pocket expenses to M/s. JV Associates, Co Accountants, for conducting audit of co records of e manufacturing activities of e Company for e year ending 31 March, 2018 be and is hereby ratified. AS SPECIAL RESOLUTION 7. To consider and, if ought fit, to pass, wi or wiout modification, e following resolution as Special Resolution : RESOLVED at pursuant to Section 197 and all oer applicable provisions, if any, of e Companies Act, 2013, approval and consent of e Company be and is hereby accorded auorizing Board of Directors of e Company for payment from time to time of commission to Non Executive Directors at a rate not exceeding 3% of net profit of e Company computed in e manner specified in Section 198 of e 2
Companies Act, 2013 notwianding at ere is a Managing Director or whole time director in e Company and proportion and manner of division ereof among e Non-Executive Directors shall be as determined from time to time by e Board 6 G.S.T. Road, St. Thomas Mount Chennai - 600 016 By Order of e Board For GMMCO Limited Dated e 3rd June, 2017 Lawkush Prasad Company Secretary Note: 1. A member entitled to attend and vote at e meeting is entitled to appoint a proxy to attend and vote inead of himself and e proxy need not be a Member. 2. The Regier of Members and Shares Transfer Books of e Company will remain closed from July 24, 2017 to July 28, 2017 (bo days inclusive). 3. Pursuant to Section 124 of e Companies Act, 2013, all unclaimed / unpaid dividends upto e financial year ended 31 March, 2009 have been transferred to Inveor Education and Protection Fund eablished under Section 125 of e Companies Act, 2013. 4 Statement of material facts pursuant to Section 102 of e Companies Act, 2013 is enclosed. 3
Item No.5 STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO SPECIAL BUSINESS MENTIONED IN THE NOTICE CONVENING THE ANNUAL GENERAL MEETING Shri Yogesh Goenka was appointed as an Additional Director on 19 September, 2016 by e Board under section 161 of e Companies Act, 2013. He holds office upto e date of ensuing Annual General Meeting. A Notice has been received from a shareholder signifying eir intention to propose e candidature of Shri Yogesh Goenka for e office of Director of e Company. It is considered advisable in e intere of e Company to appoint him on e Board to avail of his valuable advice. Except Shri Yogesh Goenka, none of e Directors, Key Managerial Personnel and any of eir relatives have any intere in e resolution. Your Board of Directors recommends e resolution for your approval. Item No.6 As required under Section 148 of e Companies Act, 2013, e Board of Directors at its meeting held on June 3, 2017 approved e appointment of M/s JV Associates as Co Auditors of e Company for conducting audit of co records in respect of manufacturing activities of e Company for e year ending 31 March, 2018. The said appointment was duly recommended by e Audit Committee of e Company at its meeting held on June 3, 2017. The Audit Committee has furer recommended Rs.75,000/- plus applicable service tax and reimbursement of out of pocket expenses, as remuneration of Co Auditor, M/s JV Associates for e year ending 31 March, 2018 which is also approved by e Board of Directors of e Company at its meeting held on June 3, 2017. Now, as required by e Companies (Audit and Auditors) Rules, 2014 read wi Section 148 of e Companies Act, 2013, such remuneration recommended by Audit Committee and approved by e Board of Directors shall have to be ratified by e Company in General Meeting, hence is resolution. Certificate dated May 29, 2017 issued by e above firm regarding eir eligibility for appointment as Co Auditors will be available for inspection at e Regiered Office of e Company between 11.00 A.M to 1.00 P.M on all working days and shall also be available at e meeting. None of e Directors, Key Managerial Personnel and any of eir relatives are intereed in e Resolution. 4
in e Resolution. Your Board of Directors recommends e resolution for your approval. Item No.7 Article 95 of e Articles of Association of e Company was amended by a special resolution dated 26/10/2016, auorizing payment of remuneration to Non executive directors of e Company by way of Commission at a rate not exceeding 3% of Net Profit of e Company in any financial year. At e time of such amendment, e Company had a Managing Director and CEO. There is a managing Director of e Company. However in terms of e proviso of sub section (1) of Section 197 of e Companies Act, 2013 wi e approval of e Company in general meeting e directors who are neier managing directors nor whole time directors could be paid upto 3% of e net profit as proposed in e resolution of item No.7 notwianding at ere is a Managing Director of e Company. In addition to a Managing Director ere are also Non Executive Directors who provide valuable guidance for continued grow of e business of e Company. Your approval by way of passing a special resolution is required for e aforesaid purpose. The Shareholders may consider e adoption of e resolution. All e Directors of e Company except e Managing Director and CEO may be treated as intereed in e resolution. None of e Key Managerial Personnel have any intere in e resolution. 6 G.S.T. Road, St. Thomas Mount Chennai - 600 016 By Order of e Board For GMMCO Limited Dated e 3rd June, 2017 Lawkush Prasad Company Secretary 5
FORM NO. MGT-11 Proxy Form [Pursuant to section 105(6) of e Companies Act, 2013 and rule 19(3) of e Companies (Management and Adminiration) Rules, 2014] CIN : U35202WB1966PLC026980 Name of e Company : GMMCO Limited Regiered Office : 9/1, R.N.Mukherjee Road, Kolkata 700 001 Name of e Member(s) : Regiered Address : Folio No. / Client ID : DP ID : I / We, being e Member(s) of..shares of e above named company, hereby appoint 1. Name : Address : Signature :, or failing him 2. Name : Address : Signature :, or failing him 3. Name : Address : Signature :, as my / our Proxy to attend and vote (on a poll) for me / us and on my / our behalf at e Annual General Meeting of e Company, to be held on e 28 day of July, 2017 at 11.00 A.M. at 9/1, R.N.Mukherjee Road, Kolkata 700 001 and at any adjournment ereof in respect of such resolutions as are indicated below: Resolution No. 1.. 2.. 3.. 4.. 5.. 6.. 7.. Signed is day of.2017. Signature of shareholder Affix Revenue Stamp Signature of Proxy Holder(s) Note :This form of proxy in order to be effective should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting. Attendance Slip Regiered Folio No. : GMMCO Limited Regd. Office : 9/1 R.N.Mukherjee Road Kolkata 700 001 I / We hereby record my / our presence at e Annual General Meeting of e above named company at 9/1, R.N.Mukherjee Road, Kolkata 700 001, on Tuesday, e 28 July, 2017, at 11.00 A.M. Name of Proxy (in block letters) (to be filled in if e Proxy attends inead of e Member) Member's / Proxy's Signature Note : The copy of Annual Report may please be brought to e Meeting Hall.