“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 :
Statutory Auditor
cc :
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 28th 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. 1st 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 28th June 2016) is available for
inspection at the registered office of the Company during business hours.
Item No. 4
DRDO vide letter dated 20th 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. 30th 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
20th 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.
2.
3.
4.
Name:…………………………….
Address:
E-mail Id:
Signature:………………… or failing him
1.
2.
3.
4.
Name:…………………………….
Address:
E-mail Id:
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…………………..
Affix Revenue
Stamp
Signature of shareholder
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
Airport Road
Dhuala Kua Police Station
Thimayya Marg
BrahMos HQ
Cariappa marg
Sadar Bazar