THE KAILAS RUBBER COMPANY LIMITED

Registered Office: Ancheril Bank Buildings, Post Box No.1

Kottayam 686 001, Kerala.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Seventieth Annual General Meeting of The Kailas Rubber
Company Limited will be held at the Registered Office of the Company on Monday,
September 30, 2013 at 10 A.M. to transact the following ordinary business:
1. To receive, consider and adopt the Balance Sheet as at March 31, 2013 and the Profit and
Loss Account for the year ended on that date together with the reports of the Directors
and the Auditors thereon.
2.

To declare a dividend for the year 2012-13.

3. To appoint a Director in the place of Mr. Thommen T Kuruvilla who retires by rotation,
and being eligible offers himself for re-appointment.
4. To appoint the Auditor and fix his remuneration.
SPECIAL BUSINESS
5.

Appointment of Alex George as Director

To consider and if thought fit, to pass with or without modification, the following
resolution an Ordinary Resolution.
RESOLVED THAT Mr. Alex George who was appointed as Director in the Casual
Vacancy caused by the death of his father Mr. Alex George by the Board of Directors on
30.04.2011 pursuant to Article 65( c ) of the Articles of Association and holds office upto
the date of the next Annual General Meeting by reason of Section 262 of the Companies
Act 1956, and in respect of whom the Company has received a notice in writing along
with a deposit of Rs.500/- from a member proposing his candidature for the office of
Director, be and is hereby re-appointed as a Director of the Company whose office is
subject to retirement by rotation.
6.

Commencement of new business in telematics and electronics

To consider and if thought fit, to pass with or without modification, the following
resolution as a Special Resolution.
RESOLVED that permission be accorded under Section 149 (2A) of the Companies Act,
1956 for the Company to engage in the new business of Telematics and other computer
Software, Hardware and Training as envisaged in clause No.3 of III ( C ) The other
objects of the Company as contained in the altered Memorandum of Association of the
Company, either directly or through Subsidiary Companies, Partnerships or Limited
Liability Partnerships or through investments in existing ventures.
RESOLVED FURTHER that Mr. A. V. George, Director or Mr. G. J. Ancheril, Whole
time Director be hereby authorized to do all necessary acts for starting the new business

THE KAILAS RUBBER COMPANY LIMITED

Registered Office: Ancheril Bank Buildings, Post Box No.1
Kottayam 686 001, Kerala.

and for complying with all the legal and other formalities that may be required under
various Laws.
7. Commencement of new business of providing hospitality and tourism services
To consider and if thought fit, to pass with or without modification, the following
resolution as a Special Resolution.
RESOLVED that permission be accorded under Section 149(2A) of the Companies Act,
1956 for the Company to engage in the new business of providing hospitality and tourism
services as envisaged in clause No.1 and 2 of III ( C ) The other objects of the
Company as contained in the altered Memorandum of Association of the Company,
either directly or through subsidiary Companies, Partnerships or Limited Liability
Partnerships or through investments in existing ventures.
RESOLVED FURTHER that Mr. A. V. George, Director or Mr. G. J. Ancheril, Whole
time Director be hereby authorized to do all necessary acts for starting the new business
and for complying with all the legal and other formalities that may be required under
various Laws.

By Order of the Board.

Place: Kottayam,
Date: July 30, 2013
G. J. Ancheril
Whole-time Director
NOTES:
1. Explanatory statements as required under Section 173 of the Companies Act, 1956 in
respect of the items of business specified in Item 5, 6 and 7 of the Notice of Annual
General Meeting is annexed hereto.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and on a poll, to vote instead of himself. A proxy need not be a member. Proxies,
in order to be effective, must be received at the Registered Office of the Company not
less than 48 hours before the Annual General Meeting.
3. The Register of Members and Share Transfer Books of the Company will remain closed
from September 16, 2013 to September 30, 2013 (both days inclusive) in connection with
the payment of dividend for the financial year 2012-13.

THE KAILAS RUBBER COMPANY LIMITED

Registered Office : Ancheril Bank Buildings, Post Box No.1,
Kottayam - 686 001, Kerala

4. Pursuant to section 205A of the Companies Act, 1956, all unclaimed dividends relating to
the Companys financial year ended March 31, 1995 have been transferred to the General
Revenue Account of the Central Government.
5. Please encash your earlier Dividend Warrants, if you have not already done so because
Dividends remaining unclaimed for seven years are now required to be transferred to the
Investor Education and Protection Fund established by the Central Government under
the amended provisions of the Companies Act, 1956 and you will not be able to claim any
unpaid dividend from the said Fund or from the Company thereafter.
6. Please note that pursuant to SEBI, vide Circular No.MRD/DOP/Cir-05/2009 dated May
20, 2009, transfer of shares in the physical form requires the PAN of Transferee(s). This
is for your information.
7.

Shareholders who have multiple folios in identical names or in joint names in the same
order, are requested to intimate to the Company these folios, to enable the Company to
consolidate all such shareholdings into one folio.

8. EXCLUSIVE E-MAIL ID FOR REDRESSAL OF INVESTOR COMPLAINTS

In terms of Clause 47 (f) of the Listing Agreement please use the following contacts for
redressal of Investor Complaints.
E-Mail ID : poonithara@gmail.com
Compliance Officer : Mr. Thomas P Chacko
9. Shareholders are requested to intimate their correct address along with Pin code to
the company for enabling the company to send notices and other documents by
Registered Post.
EXPLANATORY STATEMENT UNDER SECTION 173 OF THE COMPANIES ACT,
1956
Item No.5
At the meeting of the Board of Directors of the Company held on 30.04.2011, Mr. Alex
George was appointed as Director in the Casual Vacancy caused by the death of his father Mr.
Alex George of the Company with effect from that date. Pursuant to the provisions of
Section 262 of the Companies Act, 1956, he holds the office of Director up to the date of the
forthcoming Annual General Meeting.
The Company has received a notice in writing, along with a deposit of Rs.500/- from a
member pursuant to Section 257 of the Companies Act, 1956 signifying his intention to
propose the name of Mr. Alex George as a candidate for the office of Director.
No director of the Company may be deemed to the interested in the passing of this resolution,
other than Mr. Alex George and Mrs. Mary Alex, who are concerned in the resolution.

THE KAILAS RUBBER COMPANY LIMITED

Registered Office : Ancheril Bank Buildings, Post Box No.1,
Kottayam - 686 001, Kerala

Item No.6
The Board of Directors of the Company has been contemplating the possibility of the
Company entering into new business fields especially in the electronics and Computer
Industries. Accordingly steps were taken to make the necessary alterations in the
Memorandum of Association of the Company to permit the entry of the Company into such
fields. An opportunity has now arisen for entering into the business of Telematics including
Computer and electronics, Hardware and Software apart from providing training in these
areas. The Company is proposing to invest in an existing company for under taking these
activities.
No director of the Company may be deemed to the interested in the passing of this resolution,
Item No.7
The Board of Directors of the Company has been contemplating the possibility of the
Company entering into new business fields particularly in the field of hospitality and tourism
services. Accordingly steps were taken to make the necessary alterations in the
Memorandum of Association of the Company to permit the entry of the Company into such
fields. An opportunity has now arisen for entering into the business of hospitality and tourism
services including health tourism. The Company is proposing to set up a wholly owned
subsidiary for under taking these activities.
No director of the Company may be deemed to the interested in the passing of this resolution,
By Order of the Board

Place :- Kottayam
Date :- July 30, 2013

G. J. Ancheril
Whole-time Director

THE KAILAS RUBBER COMPANY LIMITED

Registered Office : Ancheril Bank Buildings, Post Box No.1,
Kottayam - 686 001, Kerala

PROXY FORM
Folio No.
Number of shares held

I/We...............................................................................................................................................
......................of.....................................................................................................being
member/members

of

The

Kailas

Rubber

Company

Limited,

a
hereby

appoint..................................................................
.......................................................of.........................................................................o
r

failing

him .............................................................................................................of ...............................

.................. as my/our proxy to vote for me/us on my/our behalf at the Seventieth Annual
General Meeting of

the

Company to be held on

September

30, 2013 and at any

adjournment thereof.
As signed this.................................................................................day of ..................... .....2013
Signature .......................
Affix
Rupee One
Revenue
Stamp

Note: The proxy form duly signed across the revenue stamp should reach the registered
office of the Company at Ancheril Bank Buildings, Baker Junction, Kottayam - 686
001 not less than forty-eight hours before the time of the meeting.

THE KAILAS RUBBER COMPANY LIMITED