RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution. 4. To appoint Dr G. Satheesh Reddy (DIN- 07579905) as the Director of the Company and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as a Ordinary Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies Act 2013 (including its statutory modification or re-enactment thereof for the time being in force) and Article 149 of the Articles of Association of the Company, Dr G. Satheesh Reddy (DIN- 07579905) who has been appointed as Director by the Board of Directors of the Company, is hereby appointed as the Director of the Company. RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution. 5. 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 148 of the Companies Act 2013 and other applicable provisions of the Companies Act read with Companies (Audit & Auditors) Rules 2014 (including its statutory modification or re-enactment thereof for the time being in force), M/s Vajralingam & Co, Cost Auditor appointed by the Board of Directors of the Company to conduct the audit of the cost records maintained by the Company for the Financial Year 2016-17 be paid the remuneration of Rs 1,30,000/- (Rupees One Lac thirty thousand only) plus service tax and out-of-pocket expenses.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution. By order of the Board of Directors For BrahMos Aerospace Private Limited Place : New Delhi Dated : 22 Sept 2016 Vikas Goel Company Secretary TO: ALL SHAREHOLDERS 1. The Director General DRDO, New Delhi 2. The Director General & Designer General, NPOM, Moscow cc : cc : Statutory Auditor ALL DIRECTORS, BrahMos Aerospace Pvt. Ltd., New Delhi Note : A member entitled to attend and vote at the meeting will be entitled to appoint a proxy and a proxy need not be a member. Proxies, if any, may be deposited at the registered office, 48 hours before the meeting.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 3 DRDO vide letter dated 28 th June, 2016 has nominated Mr. Subir Mallick, as a Director on the Board of the Company, consequent to the completion of tenure of Mr. R.G. Viswanathan. The Board of Directors of the Company has appointed Mr. Subir Mallick, Additional Financial Advisor & Joint Secretary, DRDO, MoD, GoI as non- executive Director of the Company w.e.f. 1 st July, 2016. Mr Mallick completed B.Tech from Indian Institute of Technology, Delhi. He has varied experience of working with Indian Audit & Auditor General; Comptroller & Auditor General of India and other prestigious department of Government. He is presently working in Defense Reasearch & Development Organization as Joint Secretary & Additional Financial Adviser. The approval of the Shareholders is requested to appoint Mr Subir Mallick as a Director on the Board of the Company, for whom notice has been received from the member. The Board of Directors recommends the appointment of Mr Subir Mallick as a Director, to the Shareholders. None of the Directors and /or Key Managerial Personnel of the Company or their relatives except Mr Subir Mallick is in any way concerned or interested in this ordinary resolution set out in Item no.3. The relevant document (DRDO Letter dated 28 th June 2016) is available for inspection at the registered office of the Company during business hours. Item No. 4 DRDO vide letter dated 20 th July, 2016 has nominated Dr. G. Satheesh Reddy, as a Director on the Board of the Company, consequent to the completion of tenure of Dr. Satish Kumar as DG(MSS). The Board of Directors of the Company has appointed Dr. G. Satheesh Reddy, DG(MSS), DRDO, MoD, GoI as non- executive Director of the Company w.e.f. 30 th July, 2016.
Dr Satheesh graduated in Electronics and Communication Engineering from JNTU, Anantapur and received his MS Doctorate from JNTU, Hyderabad. Dr Satheesh is a globally renowned Navigation Scientist. As an Indian Defence Scientist, he holds the distinction of being inducted as Fellow of Royal Institute of Navigation, London (FRIN), Royal Aeronautical Society, UK (FRAeS) and has been awarded the Full Member Diploma as a Foreign Member of the Academy of Navigation & Motion Control, Russia. He is an Honorary Fellow of Computer Society of India (Hon.FCSI) and Fellow of Indian National Academy of Engineering (FNAE), Aeronautical Society of India (FAeSI), Institution of Engineering and Technology, UK (FIET), Associate Fellow of American Institute of Aeronautics and Astronautics, USA (AFAIAA) and many other professional/scientific bodies in the country and abroad. He is also an Honorary Member of Automatic Control Dynamic Optimization Society (ACDOS), the national member organisation of International Federation of Automatic Control (IFAC) in India. Dr Satheesh is an Aerospace Scientist well renowned for his R&D in Missile Systems and sustained contributions towards advancement of Aerospace technologies & industries in India. He joined DRDO in 1986 and led the Conceptualization, Design, Development and productionisation of Inertial Sensors, Navigation schemes, Algorithms Systems, Calibration methodologies, Sensor Models, Simulation along with development of Satellite Navigation Receivers and Hybrid Navigation Systems. Under his leadership, advanced products and varieties of Avionics systems have been produced and successfully flight tested in strategic programmes of the country. As Project Director, he led the design and development of Ring Laser Gyro based INS System, MEMS based INS System, Sea-Guard Reference System and Ship Navigation system strengthening the country's self- reliance in high accuracy and long range navigation and also successfully developed a 1000 kg class guided bomb. Dr Satheesh is a recipient of various prestigious awards and honours/recognitions. He has been conferred with Honorary Degrees of Doctor of Science by Amity University Noida, Jawaharlal Nehru Technological University and many other leading Universities of the country.
The approval of the Shareholders is requested to appoint Dr. G. Satheesh Reddy as a Director on the Board of the Company, for whom notice has been received from the member. The Board of Directors recommends the appointment of Dr. G. Satheesh Reddy as a Director, to the Shareholders. None of the Directors and /or Key Managerial Personnel of the Company or their relatives except Dr. G. Satheesh Reddy is in any way concerned or interested in this ordinary resolution set out in Item no.4. The relevant document (DRDO Letter dated 20 th July 2016) is available for inspection at the registered office of the Company during business hours. Item No. 5 The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Vajralingam & Co, Cost Auditor to conduct the audit of the cost records of the Company relating to Missiles for the Financial Year ending March 31, 2017 on a remuneration of Rs. 1,30,000/- (plus reimbursement of service tax and out of pocket expenses). In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be determined by the shareholders of the Company. Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 4 of the Notice for determination of the remuneration payable to the Cost Auditor for the Financial Year ending March 31, 2017. Your Board recommends the ordinary resolution as set out in Item No.5 for approval of Members. None of the Directors and /or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in this ordinary resolution set out in Item no.5. By order of the Board of Directors For BrahMos Aerospace Private Limited Place : New Delhi Dated : 22 Sept 2016 Vikas Goel Company Secretary
PROXY FORM NO. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: Name of the company: Registered office: Name of the member (s): Registered office E-mail id: Folio No/Client Id: DP ID: I/We, being the member (s) of..shares of the above named company, hereby appoint 1. Name:. 2. Address: 3. E-mail Id: 4. Signature: or failing him 1. Name:. 2. Address: 3. E-mail Id: 4. Signature: or failing him 1. Name:. 2. Address: 3. E-mail Id: 4. Signature: As my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the.annual general meeting/extraordinary general meeting of the company, to be held on the.day of at.a.m/p.m at (place) and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. 1... 2... 3. Signed this day of 20.. 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 the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
Route Map for DRDO Development Enclave Rao Tula Ram Marg, Behind Army HQ Camp, Delhi Cantonment Area, New Delhi-110010 DRDO Development Enclave Shankar Vihar St Mary Road Vikram Vihar Dhuala Kua Police Station Airport Road Thimayya Marg BrahMos HQ Cariappa marg Sadar Bazar