Agenda For Annual General Meeting

Pqr Limited

………………..

AGENDA FOR THE 40TH ANNUAL GENERAL MEETING OF PQR LIMITED

TO BE HELD AT ITS REGISTERED OFFICE AT………………..ON…………… 2009……………AT 11.30 A.M.

1. Chairman

Pursuant to Article…………………….. of the Articles of Association of the Company, Mr…………….. Chairman will take the Chair.

2. Quorum

Five members of the company personally present will form a quorum. After satisfying that the quorum is present, the Chairman will declare the meeting duly constituted and proceed to commence the proceedings.

3. Welcome

The Chairman will welcome the members for the Annual General Meeting.

4. Register Of Directors’ Shareholdings

The Chairman will inform the members that the Register of Directors’ shareholdings maintained under Section 307 of the Companies Act, 1956, is kept open at the meeting and would remain open till the conclusion of the meeting.

5. Notice Convening The Meeting & Auditor’s Report

The Chairman, with the consent of the members present, may take their approval to treat the notice convening the Annual General Meeting together with the Explanatory Statement, the Audited Accounts for the year ended 31st March, 2009, and the Directors’ Report having already been circulated to the Members as read. The Chairman will ask the Company Secretary to read the Auditors’ Report to the members.

6. Reports & Accounts

The Chairman may himself like to move, for consideration of the Meeting, the following motion or the motion may be moved by Mr………………..a member personally present.

“That the audited Balance Sheet of the Company as on 31st March, 2009, and the Profit & Loss Account for the year ended on that date with the Reports of the Directors and the Auditors thereon, be received, approved and adopted.”

This will be seconded by Mr…………………another member present in person. The Chairman will invite the members to speak on the motion and he will answer the questions raised by them. No proxy will have a right to participate in the discussion.

After adequate discussion the Chairman will put the above motion to vote and after taking the votes “for” and “against” by members personally present, he will declare the result on a show of hands.

7. Declaration Of Dividend

Mr……………………………………..a member personally present will propose the following motion:

“That pursuant to the recommendation of the Board of directors of the Company, the dividend in respect of the year ended 31st March, 2009, on the equity shares of the Company at the rate of Rs. 5.00 (Rupees Five only) per share (50%), be paid to those shareholders of the Company whose names appear on the Company’s Register of Members on……………………2009…………..or their mandatees.”

This will be seconded by Mr……….a member personally present. The Chairman will put this for discussion and thereafter to vote and, after taking votes “for” and “against” separately of members personally present, declare the result on a show of hands.

8. Reappointment Of Mr…………………………….

Mr…………………………. a member personally present will propose the following motion:

“That Mr……………………………… who retires by rotation and who is eligible for reappointment, be and is hereby appointed a Director of the Company liable to retire by rotation.”

This is seconded by Mr……………………..another member personally present. The Chairman will put the motion for discussion and thereafter to vote and, after taking the votes “for” and “against” separately of members personally present, will declare the result on a show of hands.

9. Reappointment Of Mr………………………….

Mr………………….a member personally present will propose the following motion:

“That Mr………………………who retires by rotation and who is eligible for reappointment, be and is hereby appointed a Director of the Company liable to retire by rotation.”

This will be seconded by Mr……………………another member personally present.

The Chairman will put the motion for discussion and thereafter to vote and, after taking the votes “for” and “against” separately of members personally present, will declare the result on a show of hands.

10. Appointment Of A Director

The company received a notice under Section 257 from Mr……………………a member, signifying his intention to propose Mr………….for election as director and the company had advertised the notice in two newspapers. The Chairman may inform the meeting about this and call the proposer to move the motion as given in the notice which has to be seconded. (If the proposer is not present at the meeting, the motion will fall through).

11. Appointment Of Auditors

Mr……………….. a member personally present will propose the following motion.

“The M/s…………………….. Chartered Accountants, be and are hereby appointed Auditors of the company to hold office from the conclusion of this meeting unit the conclusion of the next Annual General Meeting of the company at a remuneration that may be determined by the Board of directors in consultation with the Auditor”.

This will be seconded by Mr…………………another member present in person.

The Chairman will put the motion for discussion and thereafter to vote and, after taking the votes “for” and “against” separately of members personally present, will declare the result on a show of hands.

12. Special Business

Ordinary Resolutions

(i) Under Section 293(1)(a)

Mr………………………….a member personally present proposes:

“That pursuant to Section 293(1)(a) of the Companies Act, 1956, the consent of the Company in general meeting be and is hereby accorded to Board of directors, (“the Board”) to mortgage and/or charge the immovable and movable properties of the Company, wheresoever situated, both present and future, as may be specified in each individual case, and the whole of the undertaking of the Company with power to enter upon and take possession of the assets of the Company in certain events to or in favour of all or any of the following, viz.:

1. ………………………….

2. …………………………

3. ………………………….

4. …………………………

A. To Secure:

— the financial assistance from one or more of the said Institutions not exceeding Rs………………in the from of subscription to non-convertible debentures issued and/or to be issued by way of private placement;

— the financial assistance from:

(i) …………………………..

(ii) …………………………

(iii) Any of the above-mentioned Public Financial Institutions and/or banks in respect of the Rupees and foreign currency loans aggregating to about Rs…………….. lakh that may be granted to the Company to finance the cost of the Company’s ongoing modernisation plans, together with interest at the respective agreed rate, additional interest, liquidated damages, commitment charge, premium on prepayment or on redemption, cost/charges, expenses and all other monies payable by Company to………………. and …………………as Agent and Trustees in terms of their respective Loan Agreements/Heads of Agreement/Hypothecation Agreements/Trustee Agreements/Letters of Sanction/Memorandum of Terms and Conditions, entered into/to be entered into by the Company, in respect of the said term loans/debentures: and

B. To agree with all or any of the aforesaid Institutions and……………………as Agent and Trustees in terms of their respective Loan Agreements/Heads of Agreement/Hypothecation Agreements/Trustees Agreements/Letters of Sanction/Memorandum of Terms and Conditions to reserve a right to take over the management of the business and concern of the Company in certain events, and the Board of directors of the Company be and is hereby authorised to finalise with the aforesaid Institutions and………………………. as Agent and Trustee the documents for creating aforesaid mortgage and/or charge and for reserving the aforesaid right and to do all such acts and things as may be necessary for giving effect to this resolution.”

This will be seconded by Mr……………………another member personally present. The Chairman will put the motion for discussion and thereafter to vote and, after taking the votes “for” and “against” separately on a show of hands by members personally present, the Chairman will declare the result.

(ii) Under Section 293(1)(d)

Mr……………………………….a member personally present will propose:

‘That pursuant to the provisions of Section 293(1)(d) of the Companies Act,1956, and in supersession of the Ordinary Resolution passed by the members in General Meeting held on……………….the company hereby accords its consent to the Board of directors borrowing from time to time all such sums of monies as it may deem requisite or proper for the purpose of the business of the Company notwithstanding that monies to be borrowed together with the monies already borrowed by the Company (apart from Cash Credit and temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose provided that the total amount upto which monies may be borrowed by the Boards of directors (apart from Cash Credit and temporary loan obtained from the company’s bankers in the ordinary course of business) shall not exceed the sum of Rs. 60,00,00,000 (Rupees Sixty crore only)”.

This will be seconded by Mr……………………………………….another member present in person.

The Chairman will put the motion for discussion and thereafter to vote and after taking the votes “for” and “against” separately on a show of hands by members personally present, the Chairman will declare the result.

(iii) Under Section 293(1)(e)

Mr……………………………………….a member personally present will propose:

“That in supersession of the resolution passed at the Extraordinary General Meeting held on………………. consent be and is hereby accorded pursuant to Section 293(1)(e) of the Companies Act, 1956 to the Board of directors of the Company contributing to charitable and other funds not directly relating to the Business of the Company or the welfare of the employees such sum or sums as it may from time to time determine but so that the total amount of such contribution shall not exceed Rs. 50,00,000 (Rupees Fifty lakh only) in any financial year notwithstanding that such contributions may exceed the limit prescribed by the said Section.”

This will be seconded by Mr…………………another member present in person. The Chairman will put the motion for discussion and thereafter to vote and, after taking the votes “for” and “against” separately on a show of hands by members personally present, the Chairman will declare the result.

Note: A proxy cannot speak at the meeting unless the Articles of the Company otherwise provide. A proxy can exercise his voting only where there is a poll.

Therefore, in a meeting members personally present and persons holding proxies have to be seated separately so that the Chairman can ensure that proxies do not take part in the proceeding nor vote on a show of hands.

There will be a two-way counting of votes on a voting by a show of hands, that is, the votes cast in favour will be counted first and then the votes cast against will be counted.