ASHOK LEYLAND LIMITED

Registered Office : No. 1, Sardar Patel Road, Guindy, Chennai - 600 032

NOTICE TO SHAREHOLDERS
Notice is hereby given that the Sixty Third Annual General “RESOLVED THAT pursuant to Section 81(1A)
Meeting of Ashok Leyland Limited will be held at The Music and other applicable provisions, if any, of the
Academy Madras, 168 TTK Road, Royapettah, Chennai Companies Act, 1956, including any amendment
600 014 at 2.45 p.m. on Tuesday, July 24, 2012 to transact thereto or statutory modification(s) or
the following business: re-enactment(s) thereof for the time being in force,
Ordinary Business the provisions of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
1. To receive, consider and adopt the Audited Statement Regulations, 2009, as amended from time to time
of Profit and Loss for the year ended March 31, 2012 (“SEBI Regulations”) and the provisions of the
and the Balance Sheet as at that date together with Foreign Exchange Management Act, 1999, and
the Reports of the Board of Directors and the Auditors Foreign Exchange Management (Transfer or Issue
thereon. of Security by a Person Resident Outside India)
2. To declare a dividend for the year ended March 31, Regulations, 2000, as amended from time to time,
2012. the Issue of Foreign Currency Convertible Bonds
3. To appoint a Director in the place of Mr. Shardul S and Ordinary Shares (through Depository Receipt
Shroff who retires by rotation under Article 106 of the Mechanism) Scheme, 1993, as amended, and such
Articles of Association of the Company and who, being other statutes, notifications, clarifications, circulars,
eligible, offers himself for re-appointment. rules and regulations as may be applicable and
relevant, as amended from time to time and issued
4. To appoint a Director in the place of Mr. A K Das who
by the Government of India (“GOI”), the Reserve Bank
retires by rotation under Article 106 of the Articles of
of India (“RBI”), the Foreign Investment Promotion
Association of the Company and who, being eligible,
Board (“FIPB”), the Securities and Exchange Board
offers himself for re-appointment.
of India (“SEBI”), the stock exchanges where the
5. To appoint a Director in the place of Mr. F Sahami who equity shares of the Company (“Equity Shares”) are
retires by rotation under Article 106 of the Articles of listed (“Stock Exchanges”) and any other appropriate
Association of the Company and who, being eligible, authorities, institutions or bodies, as may be
offers himself for re-appointment. applicable in accordance with the enabling provisions
6. To appoint Auditors and fix their remuneration. In this of the Memorandum and Articles of Association of
connection, to consider and if thought fit, to pass the the Company and the listing agreements entered into
following as an Ordinary Resolution: by the Company with each of the Stock Exchanges
“RESOLVED THAT Messrs M.S. Krishnaswami & Rajan (“Listing Agreements”), and subject to such approvals,
(Registration No.01554S), Chartered Accountants, consents, permissions and sanctions, if any, of the
and Messrs Deloitte Haskins & Sells (Registration GOI, RBI, FIPB, SEBI, Stock Exchanges and any other
No.117366W), Chartered Accountants be and are appropriate authorities, institutions or bodies, as
hereby appointed as Auditors of the Company to hold may be necessary and subject to such conditions as
such office until the conclusion of the next Annual may be prescribed by any of them while granting any
General Meeting on a remuneration of Rs.35 lakhs such approval, consent, permission, and/or sanction,
(Rupees thirty five lakhs only) to each of the Auditors, the consent of the shareholders be and is hereby
in addition to reimbursement of out-of-pocket accorded to permit the Board of Directors (hereinafter
expenses incurred.” referred to as the “Board” which shall be deemed to
include any Committee thereof, constituted or to
Special Business
be constituted to exercise its powers) in its absolute
7. To consider and, if thought fit, to pass, with or without discretion, to create, offer, issue and allot from time
modification(s), the following resolution as a Special to time, in one or more tranches, in the course of
Resolution: one or more domestic and/or international offerings

ANNUAL REPORT 2011-2012 1

 in one or more foreign markets or domestic markets may be allotted to other QIBs, and that no allotment
to one or more eligible investors, whether or not shall be made directly or indirectly to any QIB who is
they are members of the Company or are residents a promoter or any person related to promoters of the
or non-residents of India, including but not limited Company.
to Qualified Institutional Buyers (“QIBs”) as defined RESOLVED FURTHER THAT the issue of Specified
under the SEBI Regulations through a Qualified Securities shall be subject to the following terms and
Institutions Placement (“QIP”) within the meaning conditions:
of Chapter VIII of the SEBI Regulations of Equity
Shares, non-convertible debt instruments along with (i) The Equity Shares that may be issued and allotted
warrants and convertible securities other than warrants, directly or on conversion of other convertible or
or by way of an issuance of Equity Shares or American exchangeable securities issued as aforesaid shall
Depositary Receipts (“ADRs”) or Global Depositary rank pari passu with the then existing Equity
Receipts (“GDRs”) or Foreign Currency Convertible Shares of the Company in all respects including
Bonds (“FCCBs”), whether or not to be listed on any dividend;
stock exchange in India or overseas, to eligible investors (ii) The number and/or conversion price in relation
including foreign institutions, corporate bodies, mutual to Equity Shares that may be issued and allotted
funds, banks, insurance companies, pension funds or on conversion of other convertible securities that
individuals (including the Promoters or any persons or may be issued as aforesaid shall be appropriately
companies associated with the Promoters), whether adjusted for corporate actions such as bonus
Rupee denominated or denominated in any foreign issue, rights issue, stock split and consolidation
currency (such securities, “Specified Securities”), upto of share capital, merger, demerger, transfer of
2,780 lakh Equity Shares face value of Re. 1/- constituting undertaking, sale of division or any such capital
10.5% of the issued Equity Share capital of the Company or corporate restructuring;
at a price to be determined by the Board at the time (iii) In the event of a QIP as aforesaid, the allotment
of issue, but not less than the price calculated in of the Specified Securities shall be completed
accordance with applicable law, without requiring any within twelve months of the date of the passing
further approval or consent from the shareholders of of this resolution under Section 81(1A) of the
the Company and subject to the applicable regulations / Companies Act, 1956;
guidelines in force.
(iv) In case Specified Securities other than Equity
RESOLVED FURTHER THAT in the event of a QIP or Shares are issued pursuant to a QIP as aforesaid,
issuance of ADRs/GDRs/FCCBs as abovementioned, such securities shall be converted into equity
the relevant date for determining the price of the shares within sixty months from the date of
Specified Securities to be allotted, if any, shall mean, allotment; and
in case of allotment of Equity Shares, the date of the
meeting in which the Board or a Committee thereof (v) In the event of a QIP as aforesaid, no subsequent
decides to open the proposed issue and in case of QIP shall be made until the expiry of six months
allotment of convertible securities, either the date from the date of the prior QIP approved by way of
of the meeting in which the Board or a Committee this special resolution.
thereof decides to open the issue of such convertible RESOLVED FURTHER THAT such of the Specified
securities or the date on which the holders of such Securities as are not subscribed for may be disposed
convertible securities become entitled to apply for of by the Board in its absolute discretion in such
the Equity Shares, as provided under applicable law, manner as the Board may deem fit and as permissible
or such other time as may be prescribed by applicable by law.
law from time to time.
RESOLVED FURTHER THAT the Board be and is hereby
RESOLVED FURTHER THAT in the event of a QIP, in terms authorised to do such acts, deeds and matters as may
of Chapter VIII of the SEBI Regulations, in accordance be necessary and also to delegate all or any of the
with Regulation 86(1)(a) of the SEBI Regulations, a powers conferred on it by or under this Resolution to
minimum of 10% of the Specified Securities shall be any Committee of the Board or to any Director of the
allotted to mutual funds and if the mutual funds do Company or to any other officer(s) or employee(s) of
not subscribe to the said minimum percentage or the Company or any professional as it may consider
part thereof, such minimum portion or part thereof, appropriate in order to give effect to this Resolution.”

2 ANNUAL REPORT 2011-2012

8. To increase Authorised Share Capital commitment charges, premium on prepayment
To consider and if thought fit, to pass with or without or on redemption, costs, charges, expenses and all
modifications, the following resolutions as Ordinary other moneys payable by the Company to Banks/
Resolutions: Financial Institutions / Mutual Funds as lenders/
trustees in terms of their Loan Agreements /
“RESOLVED that the Authorised Share Capital of the Trust Deed entered into/to be entered into by the
Company be increased from Rs.300,00,00,000 (Rupees Company in respect of the said Non-Convertible
three hundred crores only) to Rs.400,00,00,000 Debentures / Term Loans / External Commercial
(Rupees four hundred crores only) divided into Borrowings / Perpetual Bonds.
400,00,00,000 Equity Shares of Re.1/- each
(ii) to create a first charge by way of hypothecation
RESOLVED FURTHER THAT the Clause V of and/pledge of the borrower’s current assets,
Memorandum of Association of the Company be and namely stocks and spares not relating to plant
is hereby amended as follows: and machinery (consumable stores & spares),
“V. The Capital of the Company is Rs.400,00,00,000 Bills receivable & Book Debts and all other
(Rupees four hundred crores only) divided into movables both present and future excluding such
400,00,00,000 shares of Re.1/- each.” movables as may be permitted by banks from
9. To alter Articles of Association time to time, by the Board of Directors of the
Company, together with power to take over the
To consider and if thought fit, to pass with or without management of the business and concern of the
modification(s), the following resolution as a Special Company to be exercised only on the occurrence
Resolution; of certain events, to or in favour of State Bank of
“RESOLVED THAT Article 3 of the Articles of Association India and the Consortium of Banks to secure the
be and is hereby altered as follows: repayment of working capital limits of Rs.1,650
Crores together with interests (comprising of
CAPITAL
Rs.900 Crores in respect of fund based limits
3. The Capital of the Company is Rs.400,00,00,000 and Rs.750 Crores in respect of non-fund based
(Rupees four hundred crores only) divided into limits) and the Board of Directors of the Company
400,00,00,000 shares of Re.1/- each.” be and are hereby authorized to finalise with
10. To consider and if thought fit, to pass with or without State Bank of India and the Consortium of
modification(s), the following resolution as an banks for their working capital limits of Rs.1,650
Ordinary Resolution: Crores, the documents for creating the aforesaid
charge by way of hypothecation and pledge of
“RESOLVED THAT the consent of the Company be and
the borrower’s current assets, namely stocks
is hereby accorded in terms of Section 293(1)(a) and
and spares not relating to plant and machinery
other applicable provisions, if any, of the Companies
(consumable stores & spares), Bills receivable
Act, 1956 :
& Book Debts and all other movables (not
(i) to mortgaging and/or charging by the Board of specifically offered / charged to any other credit
Directors of the Company, of all the immovable facility) both present and future excluding such
and/or movable properties of the Company, movables as may be permitted by banks from
wheresoever situate, present and future and time to time and to do all such acts, deeds and
the whole of the undertaking of the Company, things as may be necessary for giving effect to the
together with power to take over the management above resolution.
of the business of the Company only on the
RESOLVED FURTHER THAT the actions already initiated by
occurrence of certain events, to or in favour of
the Board of Directors on this matter be and are hereby
all, or any of the Banks / Financial Institutions /
ratified/approved.”
Mutual Funds as lenders / trustees for fresh Non-
Convertible Debentures / Term Loans / External By Order of the Board
Commercial Borrowings / Perpetual Bonds Registered Office:
upto Rs.1,650 Crores to be contracted during 1, Sardar Patel Road A R Chandrasekharan
the financial year 2012-13 together with the
Guindy, Chennai 600 032 Executive Director &
interest payable on such loans at the respective
June 12, 2012 Company Secretary
agreed rates, compound/additional interest,

ANNUAL REPORT 2011-2012 3

NOTES: Road, T. Nagar, Chennai 600 017 on or before July 14,
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 2012.
ABOVE MEETING IS ENTITLED TO APPOINT ONE OR 9. Consequent to the amendment to Section 205A of
MORE PROXIES TO ATTEND AND VOTE INSTEAD OF the Companies Act, 1956 and introduction of Section
HIMSELF AND THE PROXY NEED NOT BE A MEMBER 205C by the Companies (Amendment) Act, 1999, the
OF THE COMPANY. THE PROXY FORM SHOULD BE amount of dividends remaining unclaimed for a period
LODGED WITH THE COMPANY AT LEAST 48 HOURS of upto seven years prior is to be transferred to the
BEFORE THE SCHEDULED COMMENCEMENT OF THE Investor Education and Protection Fund. Accordingly,
MEETING. the dividend declared for all the financial years
Revenue Stamp should be affixed on the Proxy ended upto March 31, 2004 has been transferred to
Form. Forms which are not stamped are liable to Investor Education and Protection Fund. The amount
be considered invalid. It is advisable that the Proxy so transferred cannot be claimed either from the
holder’s signature may also be furnished in the Proxy Company or from the Fund. Members who have not
Form, for identification purposes. encashed the dividend warrants for the financial
year ended 2004-2005 and/or any subsequent years
2. The Explanatory Statement pursuant to Section 173(2)
are requested to write to the Company giving the
of the Companies Act, 1956, in respect of Item Nos.7
necessary details.
to 10 of the Notice, is furnished below.
Details of dividend declared for the financial years
3. Members may please bring the Admission Slip duly
from 2004-2005 onwards are given below:
filled in and hand over the same at the entrance to
the Meeting Hall. Financial Declared on Dividend Amount of
4. Members who hold shares in dematerialised form, year dividend
are requested to quote Depository account number per share
(Client ID No.) for recording of attendance at the (face value:
meeting. Re.1/-per
5. In the case of Members holding shares in demat form, share) Rs. P.
the Bank A/c details furnished for their demat Account 2004-2005 26.07.2005 100% 1.00
will be incorporated in the dividend warrants. 2005-2006 01.08.2006 120% 1.20
6. The Register of Members and Share Transfer Books of 2006-2007 21.03.2007 150% (*) 1.50
the Company will remain closed from July 14,2012 to
July 24,2012 (both days inclusive) for the purpose of 2007-2008 30.07.2008 150% 1.50
determining the Members eligible for Dividend. 2008-2009 28.07.2009 100% 1.00
7. After the dividend is declared at the Annual General 2009-2010 27.07.2010 150% 1.50
Meeting, the Dividend Warrants will be posted 2010-2011 19.07.2011 200% 2.00
commencing from July 25,2012 and to be completed
before July 31,2012. In respect of shares held in (*) Interim Dividend. No final dividend declared.
electronic form, the dividend will be paid on the basis 10. Pursuant to Investor Education and Protection Fund
of beneficial ownership, details furnished for this (Uploading of information regarding unpaid and
purpose by National Securities Depository Limited unclaimed amount lying with companies) Rules, 2012,
and Central Depository Services (India) Limited. the Company shall provide/host the required details
8. Members who desire to have their Bank Account of unclaimed amounts referred to under Section
details incorporated in their dividend warrants may 205C(2) of the Act on its website and also Ministry
please furnish the (i) Share Folio No(s). (ii) Name of Corporate Affairs(MCA) website in the relevant
and Address of Sole/First Shareholder (iii) Bank form every year. For the financial year ended March
Account No. (With prefix SB/CA RTGS code etc.) 31,2011, the above information shall be filed latest by
(iv) Name of the Bank and Branch (v) Full address July 31, 2012.
of the Branch with Pin Code. These details may be 11. Brief notes on the background and the functional
sent to the Company’s Registrar and Transfer Agent, expertise of the Directors proposed for re-appointment
M/s Integrated Enterprises (India) Limited, 2nd Floor, are furnished below, along with details of companies
Kences Towers, 1, Ramakrishna Street, North Usman in which they are Directors and the Board Committees
of which they are members:

4 ANNUAL REPORT 2011-2012

 i) Mr Shardul S Shroff, B.Com Hons., LLB, aged 56 ii) Mr. A K Das, aged 71 years has been associated with
years, has been a practising lawyer from 1980 with the Company as Director from 1994 and is a Member
Amarchand & Mangaldas & Suresh A Shroff, one of of the Nomination and Compensation Committee.
the leading and large multidisciplinary Law Firms He is a Wholetime Director of Hinduja Group India
in the country. He has vast experience in the areas Limited. He has over 35 years of experience in
of Corporate Advisory, Joint Ventures, Project International Trade and Commerce, including handling
Finance, Corporate and Structured Finance, of international trade operations for over 10 years.
Insurance, Telecom, Mergers & Acquisitions, Details of other Directorships/Committee Memberships
Disinvestments and a large body of corporate held by him:
advisory work across sectors. He has worked very
closely on important economic legislations as a DIRECTORSHIP COMMITTEE MEMBERSHIP
member of several high-powered committees
CHAIRMAN
appointed by the Government of India Committee of Directors
IndusInd Media &
Details of other Directorships/Committee Memberships (Chairman)
Communications Ltd.,
held by him:
Hinduja Realty Ventures Committee of Directors
DIRECTORSHIP COMMITTEE MEMBERSHIP Ltd.
DIRECTOR WHOLETIME DIRECTOR
Apollo Tyres Ltd. Hinduja Group India Ltd.
Hindustan Media Ventures Audit Committee DIRECTOR
Ltd. Ashok Leyland Project Audit Committee
Infrastructure Audit Committee Services Ltd. Remuneration Committee
Development Finance Co. Risk Committee
Ashley Aviation Ltd.
Ltd. Compensation Committee
Jindal Power Ltd. Ashok Leyland Defence
Systems Ltd.
Jubilant Life Sciences Corporate Gov. Committee
Ltd. (formerly Jubliant Grant Investrade Ltd.
Organosys Ltd.) Hinduja Energy (India) Audit Committee
Visa Power Ltd. Remuneration Committee Ltd. Remuneration Committee
Amarchand Towers (Chairman)
Property Holdings P.Ltd. Allotment Committee
Amarchand Mangaldas Hinduja Properties Ltd.
Properties Pvt. Ltd.
Aasia Enterprises Pvt. Ltd.
Baghbaan Properties (P) (formerly Desana
Ltd. Lifestyle Private Ltd.)
DE Shaw India Advisory
Chemring Aasia Services
Services Pvt. Ltd.
Pvt. Ltd.
PSNSS Properties Pvt. Ltd.
Hinduja Finance Pvt. Ltd.
First Commercial Services
India Pvt. Ltd. Hinduja Healthcare Pvt.
Ltd.
First Universal Virtual
International Arbitration Serendipity Films
Centre Private Ltd. Production Co. Pvt. Ltd.
UVAC Centre (India) Siddharth Textiles Pvt.
Private Ltd. Ltd.
Skyways Properties Pvt.
Mr. Shardul Shroff does not hold any shares in the Company, Ltd.
as per details furnished by him.
The British Metal Corp. (I)
Pvt. Ltd.

ANNUAL REPORT 2011-2012 5

 USN Networks Pvt. Ltd. 14. Nomination Form
Vista Travels Pvt. Ltd. Members holding shares in physical form and
ALTERNATE DIRECTOR desirous of making a nomination in respect of their
shareholding in the Company as permitted under
Hinduja National Power section 109A of the Companies Act, 1956 are requested
Corporation Ltd. to send the prescribed Form 2B to the Corporate /
Mr A K Das does not hold any shares in the Company, as Registered Office of the Company. The Form 2B for the
per details furnished by him purpose would be available on demand and can be
iii. Mr F Sahami, aged 75 years, is a Chartered Accountant downloaded from the Company’s website.
with wide international audit, accounting and financial Explanatory Statement
management experience, having served in the Middle
ITEM No. 7
East, Europe etc., He is presently a Director of Hinduja
Automotive Limited, London, the major shareholders The Company has proposed to issue Equity Shares or
of the Company. He has been a Director of the non-convertible debentures with warrants or any other
Company from 1988 and is a Member of the Audit securities which are convertible or exchangeable for Equity
Committee. Shares at a later date (“Specified Securities”) to eligible
investors including qualified institutional buyers, Foreign
Details of other Directorships/Committee Memberships
Institutions, Foreign Investors, Non-Residents, Corporate
held by him:
Bodies, Mutual Funds, Banks, Insurance Companies,
DIRECTORSHIP COMMITTEE MEMBERSHIP Pension Funds or other eligible investors whether or not
members of the Company (including the Promoters), in
DIRECTOR : terms of the Securities and Exchange Board of India (Issue
Hinduja Foundries Ltd. Audit Committee of Capital and Disclosure Requirements) Regulations, 2009
Finac Services Ltd. as may be amended from time to time (“SEBI Regulations”)
or other applicable law.
Hinduja Automotive Ltd.
U.K. The Specified Securities shall be issued at a price, being
not less than the price calculated in accordance with
Mr F Sahami does not hold any shares in the Company, as Chapter VIII of SEBI Regulations or other applicable law,
per details furnished by him. and the ‘Relevant Date’ in this regard shall be: in case
Mr Shardul Shroff, Mr A K Das and Mr F Sahami are of allotment of Equity Shares, the date of the meeting
interested in their respective re-appointment(s). in which the Board or a Committee thereof, decides to
None of the aforesaid Directors is related to each other open the proposed issue and in case of allotment of
or to any other Director on the Board of the Company. convertible securities, either the date of the meeting in
None of the Directors is related to the Promoters of the which the Board or a Committee thereof decides to open
Company. the issue of such convertible securities or the date on
which the holders of such convertible securities become
12. Corporate Members / FIIs / Financial Institutions entitled to apply for the Equity Shares, as provided under
intending to send their authorised representatives to Chapter VIII of the SEBI Regulations or such other time
attend the Annual General Meeting are requested to as may be prescribed by the SEBI Regulations or other
send a duly certified copy of the Board resolution / such applicable law from time to time, as may be determined
other documents authorizing their representatives to by the Board.
attend and vote at the Annual General Meeting well in
advance. The abovementioned offering of Specified Securities
is being considered for funding capital expenditure by
13. The Annual Report 2011-12 of the Company circulated to the Company, long-term working capital requirements,
the Members of the Company, will be made available on investment in Joint Ventures, Associate Companies
the Company’s website at www.ashokleyland.com and (including Overseas Companies), expansion of the existing
also on the website of the respective Stock Exchanges at business, development of infrastructure for future growth
www.bseindia.com and www.nseindia.com. and other approved corporate purposes.

6 ANNUAL REPORT 2011-2012

The detailed terms and conditions for the abovementioned amount not exceeding Rs.1,650 Crores during the financial
issue will be determined by the Board or a Committee year 2012-13. The above Non-Convertible Debentures /
thereof, in consultation with the advisers, lead managers Term Loans / External Commercial Borrowings / Perpetual
and such other authority (ies) as may be required to be Bonds to be contracted during the financial year 2012-13
consulted by the Company considering the prevailing are to be secured by mortgage / charge of the immovable/
market conditions and other relevant factors. movable properties of the Company, present and future.
The Board recommends for consent of the shareholders Such mortgaging by the Company of its immovable and
by passing a special resolution pursuant to the provisions movable properties in favour of lenders / trustees, etc. may
of Section 81(1A) and other applicable provisions of the tantamount to disposal of undertaking, and hence requires
Companies Act, 1956 and in terms of the provisions of a resolution under Section 293(1)(a) of the Companies
the listing agreements executed by the Company with the Act, 1956.
stock exchanges where the Equity Shares of the Company The Company is seeking an increase of Working Capital
are listed. Limits upto Rs. 1,650 Crores (comprising of Rs.900 Crores
The Board believes that the proposed offering is in the in respect of fund based limits and Rs.750 Crores in respect
interest of the Company and therefore recommends this of non-fund based limits) from State Bank of India and its
special resolution for your approval. Consortium of Banks. The above Working Capital Limits are
to be secured by a first charge by the Board of Directors
Directors Mr. Dheeraj G Hinduja, Mr. R Seshasayee and by way of hypothecation and/pledge of the borrower’s
Dr. V Sumantran may be deemed to be interested in the current assets, namely stocks and spares not relating to
resolution. plant and machinery (consumable stores & spares), Bills
ITEM Nos.8 and 9 receivable & Book Debts and all other movables both
present and future excluding such movables, as may
The present Authorised Capital is Rs.300,00,00,000
be permitted by banks from time to time. Such creation
divided into 300,00,00,000 shares of Re.1/- each. With
of charge by way of hypothecation and pledge of the
the proposed issuance of Specified Securities, as may be
borrower’s current assets, namely stocks and spares not
determined by the Board in its absolute discretion and in
relating to plant and machinery (consumable stores &
accordance with applicable laws, and in order to take care
spares), Bills receivable & Book Debts and all other movables
of any eventuality, it is proposed to increase the Authorised
(not specifically offered / charged to any other credit
Capital to Rs.400,00,00,000 divided into 400,00,00,000
facility) both present and future excluding such movables
shares. A proposal to this effect is placed before the
as may be permitted by banks from time to time, to or in
shareholders for approval as an enabling resolution.
favour of State Bank of India and the Consortium of Banks
This requires amendment of Capital Clause V of may tantamount to disposal.
Memorandum of Association and corresponding alteration
Accordingly, the proposed resolution is placed before the
of Article 3 of Articles of Association with the approval of
shareholders for their approval. None of the Directors is
the shareholders by way of Ordinary/Special resolutions.
interested in this resolution.
None of the Directors is interested in this resolution.
Item No.10 By Order of the Board
The Company has plans for raising funds through Non- Registered Office:
Convertible Debentures/ Term Loans / External Commercial 1 Sardar Patel Road A R Chandrasekharan
Borrowings / Perpetual Bonds from Banks / Financial Guindy, Chennai 600 032 Executive Director &
Institutions / Mutual Funds as lenders / trustees upto an
June 12, 2012 Company Secretary

ANNUAL REPORT 2011-2012 7

 Green Initiative
Attention is invited to the Green Initiative initiated by the Ministry of Corporate Affairs and the Company’s efforts in
implementing the same for the benefit of the shareholders.
In this connection, the Company has sent communication to the shareholders seeking their consent for sending the
Annual Report and other communication from the Company by using electronic mode.
We are thankful to such of the shareholders who have accepted receiving the Annual Report through e-mail and would
request other shareholders to give their consent at the earliest to enable the Company to implement and make the
initiative a success.
In this connection the shareholders holding shares in demat form may please inform their e-mail IDs to their concerned
Depository Participants (DPs) and shareholders holding shares in physical form may provide their e-mail id to the
Company’s Registrars at the following e-mail id/ address or hand it over at the AGM Venue, quoting their folio reference:-
corpserv@integratedindia.in
M/s Integrated Enterprises (India) Limited
2nd Floor, ‘Kences Towers’
No.1 Ramakrishna Street
North Usman Road
T.Nagar
Chennai 600 017

8 ANNUAL REPORT 2011-2012