Page 96 - GlaxoSmithKline Pharmaceuticals AR 2012

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Not i ce
GlaxoSmithKline Pharmaceuticals Limited
NOTICE IS HEREBY GIVEN THAT the Eighty-Eighth Annual General Meeting of GlaxoSmithKline Pharmaceuticals
Limited will be held at the Birla Matushri Sabhagar, 19, Marine Lines, Mumbai 400 020, on Tuesday, 16th April 2013 at
3.00 p.m. to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st December 2012 and the Profit and Loss
Account for the year ended as on that date and the Reports of the Board of Directors and the Auditors thereon.
2. To declare Dividend on Equity Shares for the year ended 31 st December 2012.
3. To appoint a Director in place of Mr. P. V. Bhide who retires by rotation and being eligible offers himself for
re-appointment.
4. To appoint a Director in place of Mr. M. B. Kapadia who retires by rotation and being eligible offers himself for
re-appointment.
5. To appoint a Director in place of Mr. R. C. Sequeira who retires by rotation and being eligible offers himself for
re-appointment.
6. To appoint M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants (Membership No. FRN 007567S),
as Auditors of the Company (including all its branches) to hold office from the conclusion of this Meeting until
the conclusion of the next Annual General Meeting of the Company and to authorise the Audit Committee to fix
their remuneration.
SPECIAL BUSINESS
7. To consider and, if thought fit, to pass, with or without modification, as an Ordinary Resolution the following:
“RESOLVED THAT pursuant to Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies
Act, 1956, including any statutory modifications or re-enactments thereof, and all other statutory provisions if any,
the consent of the Company be and it is hereby accorded to the re-appointment of Mr. R. C. Sequeira as the
Whole-time Director of the Company for a period of three years with effect from 25th October 2012, on the terms,
conditions and stipulations, including remuneration as contained in an Agreement to be entered into between
the Company and Mr. R. C. Sequeira, a draft whereof is placed before the meeting and which for the purpose of
identification is initialled by the Managing Director hereof.
RESOLVED FURTHER THAT the Board of Directors be and it is hereby authorised to take all necessary or desirable
steps for the aforesaid purpose and matters incidental thereto.”
8. To consider and, if thought fit, to pass, with or without modification, as an Ordinary Resolution the following:
“RESOLVED THAT pursuant to Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies
Act, 1956, or any re-enactment or modifications thereof, and all other applicable statutory provisions, if any,
the consent of the Company be and it is hereby accorded to the modifications in the remuneration payable to
Mr. R. Krishnaswamy, as contained in the Supplemental Agreement to be entered into between the Company and
Mr. R. Krishnaswamy, the draft whereof is placed before the meeting and, for the purposes of identification, is
initialled by the Managing Director.
RESOLVED FURTHER THAT the Board of Directors be and it is hereby authorised to take all necessary or desirable
steps for the aforesaid purpose and matters incidental thereto.”
9. To consider and, if thought fit, to pass, with or without modification, as an Ordinary Resolution the following:
“RESOLVED THAT pursuant to Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies
Act, 1956, or any re-enactment or modifications thereof, and all other applicable statutory provisions, if any,
the consent of the Company be and it is hereby accorded to the ex-gratia payment of Rs. 52.66 lakhs paid to
Dr. A. Banerjee.”