Proceedings of 32nd AGM
EXTRACTS OF THE PROCEEDINGS OF THE 32ND ANNUAL GENERAL MEETING OF GUJARAT GAS COMPANY LIMITED HELD ON THURSDAY, 26 APRIL 2012 AT 10.00 A.M. AT H. T. PAREKH CONVENTION CENTRE, AHMEDABAD MANAGEMENT ASSOCIATION, ATIRA, DR. VIKRAM SARABHAI MARG, VASTRAPUR, AHMEDABAD – 380 015
1. To consider and adopt the Director’s Report, the Audited Profit and Loss Account and Cashflow Statement for the year ended on 31 December 2011, the Balance Sheet as that dated and the Auditor’s Report thereon.
“RESOLVED THAT the audited Balance Sheet as at 31st December, 2011, the Profit and Loss Account and Cashflow statement for the year ended on that date together with the annexures forming part of the Accounts, the Auditors’ Report and the Directors’ Report thereon as circulated to the shareholders, be and are hereby approved and adopted.”
2. To declare dividend on Preference shares
“RESOLVED THAT a dividend at the rate of 7.5% per annum be and is hereby declared on One Crore Forty Four Lac Redeemable Cumulative Non-Convertible Preference Shares of Rs. 10 each of the Company (i.e. 0.75 paise per preference share) for the CY 2011, aggregating to Rs. One Crore Eight Lac Only.”
3. To confirm payment of Interim Dividend and declare Final Dividend on Equity shares
“RESOLVED THAT the Interim Dividend of Rs. 10/- per Equity Shares paid on 22 November 2011, for the year ended on 31st December 2011 on Twelve Crore Eighty Two Lakhs Fifty Thousand equity shares of Rs. 2 each of the Company, aggregating to Rs. One Hundred Twenty Eight Crores Twenty Five Lakhs Only be and is hereby confirmed.
RESOLVED FURTHER THAT the Final Dividend of Rs. 12.00 per Equity Share for the year ended on 31st December 2011 be and is hereby declared on Twelve Crore Eighty Two Lakhs Fifty Thousand Equity Shares of Rs. 2 each of the Company aggregating to Rs. One Hundred Fifty Three Crores Ninety Lakhs Only.”
4. To appoint a Director in place of Mr. Jal Patel, who retires by rotation and being eligible, offers himself for re-appointment.
“RESOLVED THAT Mr. Jal Patel, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
5. To appoint a Director in place of Prof. Pradip Khandwalla, who retires by rotation and being eligible, offers himself for re-appointment.
“RESOLVED THAT Prof. Pradip Khandwalla, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
6. To appoint Auditors to hold the office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.
“RESOLVED THAT pursuant to Section 224 of the Companies Act, 1956, Price Waterhouse, Chartered Accountants, be and are hereby appointed as Auditors of the Company to hold the office from the conclusion of this meeting until the conclusion of the next Annual General Meeting; at a remuneration to be determined by the Board, in addition to out of pocket expenses as may be incurred by them during the course of the audit.”
7. Appointment of Ms. Martha Desmond, as a Director of the Company.
“RESOLVED THAT Ms. Martha Desmond who was appointed as an additional director of the Company under Section 260 of the Companies Act, 1956 read with Article 79 of the Articles of Association of the Company and who holds office till conclusion of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing her candidature for the office of the Director be and is hereby appointed as a director of the Company, liable to retire by rotation.”
8. Appointment of Mr. Sudhir Mankad, as a Director of the Company.
“RESOLVED THAT Mr. Sudhir Mankad who was appointed as an additional director of the Company under Section 260 of the Companies Act, 1956 read with Article 79 of the Articles of Association of the Company and who holds office till conclusion of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of the Director be and is hereby appointed as a director of the Company, liable to retire by rotation.”
Proceedings of 31st AGM
EXTRACTS OF THE PROCEEDINGS OF THE 31ST ANNUAL GENERAL MEETING OF GUJARAT GAS COMPANY LIMITED HELD ON THURSDAY, 28 APRIL 2011 AT 10.00 A.M. AT H. T. PAREKH CONVENTION CENTRE, AHMEDABAD MANAGEMENT ASSOCIATION, ATIRA, DR. VIKRAM SARABHAI MARG, VASTRAPUR, AHMEDABAD – 380 015.
1. Adoption of the Directors’ Report, Annual Accounts, and Auditors’ Report thereon
“RESOLVED THAT the audited Balance Sheet as at 31st December, 2010, the Profit and Loss Account and Cashflow statement for the year ended on that date together with the annexures forming part of the Accounts, the Auditors’ Report and the Directors’ Report thereon as circulated to the shareholders, be and are hereby approved and adopted.”
2. Declaration of dividend on Preference shares
“RESOLVED THAT a dividend at the rate of 7.5% per annum be and is hereby declared on One Crore Forty Four Lac Redeemable Cumulative Non-Convertible Preference Shares of Rs. 10 each of the Company (i.e. 0.75 paise per preference share) for the CY 2010, aggregating to Rs. One Crore Eight Lac Only.”
3. Declaration of dividend on equity shares
“RESOLVED THAT annual dividend of Rs. 4.00 per equity share and a special dividend of Rs. 8.00 per equity share for the year ended on 31st December 2010 be and is hereby declared on Twelve Crore Eighty Two Lakhs Fifty Thousand equity shares of Rs. 2 each of the Company aggregating to Rs. One Hundred Fifty Three Crores Ninety Lakhs Only.”
4. Reappointment of Mr. Derek Fisher, as a Director liable to retire by rotation
“RESOLVED THAT Mr. Derek Fisher, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
5. Reappointment of Mr. Bikash C. Bora, as a Director liable to retire by rotation
“RESOLVED THAT Mr. Bikash C. Bora, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
6. Appointment of Statutory Auditors of the Company
“RESOLVED THAT pursuant to Section 224 of the Companies Act, 1956, Price Waterhouse, Chartered Accountants, be and are hereby appointed as Auditors of the Company to hold the office from the conclusion of this meeting until the conclusion of the next Annual General Meeting; at a remuneration to be determined by the Board, in addition to out of pocket expenses as may be incurred by them during the course of the audit.”
7. Appointment of Mr. Walter Simpson, as a Director of the Company.
“RESOLVED THAT Mr. Walter Simpson who was appointed as an additional director of the Company under Section 260 of the Companies Act, 1956 read with Article 79 of the Articles of Association of the Company and who holds office till conclusion of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of the Director be and is hereby appointed as a director of the Company, liable to retire by rotation.”
8. Payment of commission to the Chairman and independent directors
“RESOLVED THAT subject to such approvals, as may be necessary, the Chairman and Independent Directors of the Company, be paid Commission for the period of three Financial Years effective from the Financial Year ending 31 December 2010, as set out in the Explanatory Statement annexed to this Notice convening the Thirty First Annual General Meeting.
RESOLVED FURTHER THAT the above commission shall not exceed one percent of the net profits of the Company as provided under section 309(4) of the Companies Act, 1956 (“the Act”), and computed in the manner referred to in section 198 of the Act, or any amendment or re-enactment thereof, in addition to the fees for attending the meetings of the Board of Directors of the Company or any Committee thereof.”
For Gujarat Gas Company Limited
Rajeshwari Sharma
Proceedings of 30th AGM
EXTRACTS OF THE PROCEEDINGS OF THE 30TH ANNUAL GENERAL MEETING OF GUJARAT GAS COMPANY LIMITED HELD ON THURSDAY, 22 APRIL 2010 AT 10.00 A.M. AT H. T. PAREKH CONVENTION CENTRE, AHMEDABAD MANAGEMENT ASSOCIATION, ATIRA, DR. VIKRAM SARABHAI MARG, VASTRAPUR, AHMEDABAD – 380 015
1. Adoption of the Directors’ Report, Annual Accounts, and Auditors’ Report thereon
“RESOLVED THAT the audited Balance Sheet as at 31st December, 2009, the Profit and Loss Account and Cashflow statement for the year ended on that date together with the annexures forming part of the Accounts, the Auditors’ Report and the Directors’ Report thereon as circulated to the shareholders, be and are hereby approved and adopted.”
2. Declaration of dividend on Preference shares
“RESOLVED THAT a dividend at the rate of 7.5% per annum be and is hereby declared on One Crore Forty Four Lac Redeemable Cumulative Non-Convertible Preference Shares of Rs. 10 each of the Company (i.e. 0.75 paise per preference share) for the CY 2009, aggregating to Rs. One Crore Eight Lac Only.”
3. Declaration of dividend on equity shares
“RESOLVED THAT annual dividend of Rs. 3.00 per equity share and a one time special dividend of Rs. 5.00 per equity share for the year ended on 31st December 2009 be and is hereby declared on Twelve Crore Eighty Two Lakhs Fifty Thousand equity shares of Rs. 2 each of the Company aggregating to Rs. One Hundred Two Crores Sixty Lacs Only.”
4. Reappointment of Mr. Hasmukh Shah, as a Director liable to retire by rotation
“RESOLVED THAT Mr. Hasmukh Shah, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
5. Reappointment of Mr. Ajit Kapadia, as a Director liable to retire by rotation
“RESOLVED THAT Mr. Ajit Kapadia, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
6. Appointment of Statutory Auditors of the Company
“RESOLVED THAT pursuant to Section 224 of the Companies Act, 1956, Price Waterhouse, Chartered Accountants, Gurgaon, be and are hereby appointed as Auditors of the Company to hold the office from the conclusion of this meeting until the conclusion of the next Annual General Meeting; at a remuneration to be determined by the Board, in addition to out of pocket expenses as may be incurred by them during the course of the audit.”
7. Payment of commission to the Chairman and independent directors
“RESOLVED THAT the Chairman and Independent Directors of the Company, be paid commission for the financial year 2009, as set out in the Explanatory Statement annexed to this Notice convening the Thirtieth Annual General Meeting.
RESOLVED FURTHER THAT the above commission shall not exceed one percent of the net profits of the Company as provided under section 309(4) of the Companies Act, 1956 (“the Act”), and computed in the manner referred to in section 198 of the Act, or any amendment or re-enactment thereof, in addition to the fees for attending the meetings of the Board of Directors of the Company or any Committee thereof.”
Proceedings of 28th AGM
EXTRACTS OF THE PROCEEDINGS OF THE 28TH ANNUAL GENERAL MEETING OF GUJARAT GAS COMPANY LIMITED HELD ON FRIDAY, MAY 2, 2008, AT 10.00 A.M. AT H. T. PAREKH CONVENTION CENTRE, AHMEDABAD MANAGEMENT ASSOCIATION, ATIRA, DR. VIKRAM SARABHAI MARG, VASTRAPUR, AHMEDABAD – 380 016
Adoption of the Directors’ Report, Annual Accounts, and Auditors’ Report thereon
“RESOLVED THAT the audited Balance Sheet as at 31st December, 2007, the Profit and Loss Account and Cashflow statement for the year ended on that date together with the annexures forming part of the Accounts, the Auditors’ Report and the Directors’ Report thereon as circulated to the shareholders, be and are hereby approved and adopted.”
Declaration of dividend on Preference shares
“RESOLVED THAT a dividend at the rate of 7.5% per annum be and is hereby declared on One Crore Forty Four Lac Redeemable Cumulative Non-convertible Preference Shares of Rs. 10 each of the Company on pro-rata basis (i.e. 0.75 paise per preference share) for the CY 2007, aggregating to Rs. One Crore Eight Lac Only.
Declaration of dividend on equity shares
“RESOLVED THAT annual dividend at the rate of 150 % (i.e. Rs. 3.00 per equity share) for the year ended on 31st December, 2007 be and is hereby declared on Six Crores Forty One Lacs Twenty Five Thousand equity shares of Rs. 2 each of the Company aggregating to Rs. Nineteen Crores Twenty Three Lacs Seventy Five Thousand Only.
Reappointment of Mr. Hasmukh Shah, as a Director liable to retire by rotation
“RESOLVED THAT Mr. Hasmukh Shah, who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
Appointment of Statutory Auditors of the Company
RESOLVED THAT pursuant to Section 224 of the Companies Act, 1956, Price Waterhouse, Chartered Accountants, Gurgaon, be and are hereby appointed as Auditors of the Company to hold the office from the conclusion of this meeting until the conclusion of the next Annual General Meeting; at a remuneration to be determined by the Board, in addition to out of pocket expenses as may be incurred by them during the course of the audit.”
Appointment of Mr. Rajeev Khanna as a Director
“RESOLVED THAT Mr. Rajeev Khanna who was appointed as an Additional Director of the company under Section 260 of the Companies Act, 1956 read with Article 79 of the Articles of Association of the company and who holds office till conclusion of this Annual General Meeting and in respect of whom the company has received a notice from a member proposing his candidature for the office of the Director be and is hereby appointed as a Director of the company.” Appointment of Mr. Shaleen Sharma as a Director of the Company
“RESOLVED THAT Mr. Shaleen Sharma who was appointed as an Additional Director of the company under Section 260 of the Companies Act, 1956 read with Article 79 of the Articles of Association of the company and who holds office till conclusion of this Annual General Meeting and in respect of whom the company has received a notice from a member proposing his candidature for the office of the Director be and is hereby appointed as a Director of the company.”
Appointment of Mr. Shaleen Sharma as a Managing Director of the Company and approval of terms and conditions of appointment including remuneration
“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subjects to such approvals as may be necessary under various statutes, the company hereby approves appointment of Mr. Shaleen Sharma as the Managing Director of the company for a period of five years with effect form 1 July 2007 on terms and conditions of employment including remuneration as detailed in the explanatory statement annexed to the Notice, with the liberty to the Board of Directors to alter and vary the terms and conditions including remuneration as may be agreed to between the Board of Directors and Mr. Shaleen Sharma.”
Approval of increase in remuneration of Mr. B. S. Shantharaju, former Managing Director
“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and 310 read with Schedule XIII to the Companies Act, 1956 and subject to such approvals as may be necessary under various statutes, the company hereby approves the increase in the remuneration of Mr. B. S. Shantharaju, former Managing Director with an authority to the Board of Directors to decide the remuneration payable under each head as agreed to between the Board of Directors and Mr. B. S. Shantaraju, such that the total remuneration payable shall not exceed Rs. 1,40,00,000, for the period of 1 April 2007 to 28 February 2008, as detailed in the explanatory statement annexed to this notice.”
“RESOLVED FURTHER THAT the increase in his remuneration paid for the period from April 1, 2007 to June 30, 2007 be and is hereby approved.”