CIN: L65991TN1941PLC001128 Registered Of ce: Ramakrishna Buildings, No. 2, Dr. P.V. Cherian Cresent, Egmore, Chennai - 600 008, Ph: 66772600, Fax: 66772620, E-mail: investor@kcp.co.in, Website: www.kcp.co.in Notice of Annual General Meeting NOTICE IS HEREBY GIVEN at e 74Annual General Meeting of e company is scheduled to be held on Wednesday 12 August, 2015 at 10-25 AM at e Registered Of ce of e company at Ramakrishna Buildings No. 2, Dr. P.V. Cherian Crescent, Egmore, Chennai - 600008, to transact e following business: ORDINARY BUSINESS 1) To receive, consider and adopt e Audited Financial statements for e year ended 31st March, 2015 togeer wi e Reports of e Board of Directors and e Auditors ereon. 2) To declare Dividend of Re.0.75 per Equity shareof Re.1/- each (75%)for e nancial year 2014-2015. 3) To appoint a Director in place of Smt. Kavia Dutt Chitturi (DIN:00139274), Executive Director of e Company who retires by rotation and, being eligible, offers herself for re-appointment and for e said purpose to consider and if ought t, to pass e following resolution wi or wiout modi cation(s) as an Ordinary Resolution. RESOLVED THAT Smt. Kavia Dutt Chitturi (DIN:00139274), Executive Director of e Company, who retires by rotation be and is hereby re-appointed as Director of e Company liable to retire by rotation. 4) To ratify e appointment of e Statutory Auditors of e Company, for e said purpose to consider and if ought t, to pass e following resolution wi or wiout modi cation(s) as an Ordinary Resolution. RESOLVED THAT pursuant to Section 139 and oer applicable provisions if any, of e Companies Act, 2013 (including any statutory modi cation or re-enactment ereof for e time being in force) read wi e Companies (Audit and Auditors) Rules, 2014 M/s. Brahmayya & Co, Chartered Accountants, Vijayawada (Firm registration No.000513S) appointment as Statutory auditors of e company for e year 2015-16 be and is hereby rati ed and eir remuneration to be xed by e Board of Directors on mutually agreed terms and conditions. SPECIAL BUSINESS 5). To ratify / con rm e Remuneration of e Cost Auditors for e year 2015-16 To consider and if ought t, to pass e following resolution wi or wiout modi cation(s) as an Ordinary Resolution. RESOLVED THAT pursuant to e provisions of Section 148(3) and all oer applicable provisions of e Companies Act, 2013 and Rules made ere under, e remuneration payable to e Cost Auditors 1
appointed by e Board of Directors of e Company, to conduct e audit of e cost records of e Company for e nancial year ending March 31, 2016, as set out in e Explanatory Statement annexed to e Notice convening is Meeting be and is here by rati ed and con rmed. FURTHER RESOLVED THAT e Board of Directors of e Company be and is hereby auorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to is resolution. 6). Transactions wi Related parties under section 188 of e Companies Act, 2013 Notes: To consider and if ought t, to pass, wi or wiout modi cation(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 188 and all oer applicable provisions if any, of e Companies Act, 2013 (e Act) and Rules made ere under and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of e members of e company be and is hereby accorded to e Board of Directors of e company to enter into contracts and/or agreements wi parties as detailed in table forming part of e explanatory statement annexed to e notice wi respect to Sale, purchase or supply of goods or materials, leasing of property of any kind, availing or rendering of any services, appointment of agent for purchase or sale of goods, materials services or property or appointment of such parties to any of ce or place of pro t in e company, or its subsidiary or associate company or any oer transactions of whatever nature for a period of 5 years. FURTHER RESOLVED THAT e Board of Directors of e company be and is hereby auorised to determine e actual sums to be involved in e transaction, to increase e value of e transactions (upto10%) and to nalise e terms and conditions including e period of transactions and all oer matters arising out of or incidental to e proposed transactions and generally to do all acts deeds and ings at may be necessary proper, desirable or expedient and to execute all documents, agreements and writings as may be necessary, proper, desirable or expedient to give effect to is resolution. 1). An Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 relating to e Special Business to be transacted at e Annual General Meeting is annexed hereto. 2) Proxies: A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of e Companies Act, 2013, a person can act as a Proxy on behalf of not more an fty members holding in aggregate, not more an ten percent of e total share capital of e Company. Members holding more an ten percent of e total share capital of e Company may appoint a single person as Proxy, who shall not act as a Proxy for any oer Member. The instrument of Proxy, in order to be effective, should be deposited at e Registered Of ce of e Company, duly completed and signed, not later an 48 hours before e commencement of e meeting. A Proxy Form is annexed to is Report. Proxies submitted on behalf of e companies, societies, etc., must be supported by an appropriate resolution / auority, as applicable. 3) Members/Proxies should bring duly lled Attendance Slips sent herewi to attend e meeting. 2
4) The Annual Report of e company and oer documents proposed to be sent rough e-mail would also be made available on e Company's website at www.kcp.co.in 5) Register of Directors and key managerial personnel and eir shareholding maintained under section 170 of e companies Act, 2013 will be available for inspection by e members at e meeting. 6) Register of contracts or arrangements in which directors and Key managerial personnel are interested. Maintained under Section 189 of e Companies Act, 2013 will be available for inspection by e members at e registered of ce of e Company. 7) Pursuant to e provisions of Section 91 of e Companies Act, 2013, The Register of Members and Share Transfer Books of e Company will remain closed from 6 August, 2015 to 12 August, 2015 (bo days inclusive). 8) Dividend as recommended by e Board of Directors of e Company, if declared at e meeting, will be paid on or before 7 September, 2015. 9) Pursuant to e provisions of Section 72 of e Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held by em in physical form. Shareholders desirous of making nominations are requested to send eir requests in Form 2B (which will be made available on request) to e Registrar and Share Transfer Agents. 10) Members must quote eir Folio Number/ Demat Account number and contact details such as email address, contact number etc in all correspondence wi e Company/Registrar and Share Transfer Agents. 11) As per e Circular No. MRD / Dop / Cir-05/2009 Dt. May 20, 2009 issued by e Securities Exchange Board of India (SEBI), it is mandatory to quote PAN for transfer/transmission of shares in physical form. Therefore e transferee(s)/ legal heirs are requested to furnish a copy of eir PAN to e Registrar and Share Transfer Agents. 12) Members who have not registered eir e-mail addresses so far, are requested to register eir e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from e Company electronically by sending an e-mail wi RTA (yuvraj@integratedindia.in) or wi e Company (investor@kcp.co.in). 13) E-Voting: (i) (ii) (iii) Pursuant to e provisions of Section 108 and oer applicable provisions, if any, of e Companies Act, 2013 and e Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of e Listing Agreement, e Company is pleased to provide to its members facility to exercise eir right to vote on resolutions proposed to be passed in e Meeting by electronic means. The members may cast eir votes using an electronic voting system from a place oer an e venue of e Meeting('remote e-voting'). The facility for voting rough ballot shall be made available at e Meeting and e members attending e Meeting who have not cast eir vote by remote e-voting shall be able to vote at e Meeting rough Ballot. The members who have cast eir vote by remote e-voting may also attend e Meeting but shall not be entitled to cast eir vote again. 3
(iv) The Company has engaged e services of National Securities Depository Limited (NSDL) as e Agency to provide e-voting facility. (v) The Board of Directors of e Company has appointed Sri. R. Balasubramaniam (FCS:2397), Company Secretary in practice as Scrutinizer to scrutinise e Ballot and remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose. (vi) Instructions and oer information relating to remote e-voting: A. In case a member receives an e-mail from NSDL [for members whose e-mail addresses are registered wi e Company / Depository Participant(s)]: (i) (ii) Open e-mail and open PDF le viz; The KCP Limited e-voting.pdf wi your Client ID or Folio No. as password. The said PDF le contains your user ID and password for e-voting. Please note at e password is an initial password. Launch internet browser by typing e following URL: www.evoting.nsdl.com (iii) Click on Shareholder - Login. (iv) Insert user ID and password as initial password noted in step (i) above. Click Login. (v) Password change menu appears. Change e password wi new password of your choice wi minimum 8 digits/characters or combination ereof. Note new password. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password con dential. (vi) Home page of e-voting opens. Click on e-voting: Active E-voting Cycles. (vii) Select EVEN of The KCP Limited. (viii) Now you are ready for e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on Submit and also Con rm when prompted. (x) Upon con rmation, e message Vote cast successfully will be displayed. (xi) Once you have voted on e resolution, you will not be allowed to modify your vote. (xii) For e votes to be considered valid, e institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority Letter etc. togeer wi attested specimen signature of e duly auorized signatory (ies) who are auorized to vote, to e Scrutinizer rough e-mail at balu_comsec@yahoo.com wi a copy marked to evoting@nsdl.co.in.. (xiii) However, if you are already registered wi NSDL for e-voting, you can use your existing User ID and password for casting your vote. (xiv) Voting has to be done for each item of e Notice separately. In case you do not desire to cast your vote on any speci c item it will be treated as abstained. 4
B. In case a member receives physical copy of e Notice by Post [for members whose e-mail addresses are not registered wi e Company / Depository Participant(s)]: (i) Initial Password is provided, as follows, at e bottom of e Attendance Slip. EVEN (E-Voting Event Number) USER ID PASSWORD / PIN (ii) Please follow e steps above, to cast your vote. (iii) The Remote e-voting period commences from 9.00 AM(IST) on 8 August, 2015 and ends on 5PM (IST) on 11 August, 2015. (iv) The remote e-voting will not be allowed beyond e aforesaid date and time and e e-voting module shall be disabled by National Securities Depository Limited (NSDL) upon expiry of aforesaid period. (v) The Scrutinizer, after scrutinising e votes cast at e meeting (Ballot) and rough remote e-voting, will, not later an two days of conclusion of e Meeting, make a consolidated scrutinizer's report and submit e same to e Chairman. The results declared along wi e consolidated scrutinizer's report shall be placed on e website of e Companywww.kcp.co.in and on e website of NSDL https://www.evoting.nsdl.com. (vi) The results shall simultaneously be communicated to e Stock Exchanges. (vii) Subject to receipt of requisite number of votes, e Resolutions shall be deemed to be passed on e date of e Meeting, i.e.12 August, 2015. (viii) In case of any query pertaining to e-voting, please visit Help & FAQ's section available at NSDL website https:// www.evoting.nsdl.com. 14) Payment of dividend rough ECS: We recommend to our valued shareholders to make use of Electronic Clearing Services (ECS) / National Electronic Clearing Services (NECS Scheme) of Reserve Bank of India (RBI) for dividend payment. A shareholder availing is Scheme can receive dividend directly into his bank account and avoid hassles relating to handling of physical warrants besides elimination of risk of loss in postal transit/fraudulent encashment of warrants. In view of e conveniences which ECS/NECS offer, we request you to register e same by sending a duly signed request letter along wi a cancelled cheque to our Registered of ce/ Registrar & Share Transfer Agents M/s Integrated Enterprises (India) Limited for shares held in physical form. In case shares are held in electronic form, e same may be registered wi your Depository Participant (DP). 15) Members are requested to address all correspondences, including dividend matters to e Registrar & Share Transfer Agents, Integrated Enterprises (India) Limited, II Floor, Kences Towers, No.1 Ramakrishna Street, Nor Usman Road, T Nagar, Chennai 600 017, Ph No. 44-28140801-803, Fax No. 044-28142479, email : yuvraj@integratedindia.in. 16) Shareholders who have not yet en-cashed eir dividend warrants for e years 2007-15 may approach e Company for Revalidation, issue of duplicate warrants etc quoting e Folio Number/Client ID. Please 5
note at as per Section 125 of e Companies Act 2013, dividend which remains unpaid / unclaimed over a period of 7 years has to be transferred by e Company to e Investor Education & Protection Fund (IEPF). Information in respect of such unclaimed dividend when due for transfer (immediately) to e IEP Fund is given below:- Financial Type of Dividend Dividend declaration date Due date for Year (AGM date / BM date remittance to IEPF for interim) (7years) 2007-08 Final Dividend 25-Sep-08 25-Sep-15 2008-09 First interim Dividend 31-Jul-08 31-Jul-15 Second interim Dividend 20-Oct-08 20-Oct-15 Third interim Dividend 31-Jan-09 31-Jan-16 Final Dividend 27-Jul-09 27-Jul-16 2009-10 First interim Dividend 17-Aug-09 17-Aug-16 Second interim Dividend 29-Oct-09 29-Oct-16 Third interim Dividend 28-Jan-10 28-Jan-17 Final Dividend 28-Jul-10 28-Jul-17 2010-11 First interim Dividend 26-Aug-10 26-Aug-17 Second Interim Dividend 27-Oct-10 27-Oct-17 Third interim Dividend 24-Jan-11 24-Jan-18 Final Dividend 27-Jul-11 27-Jul-18 17) Members seeking any information relating to e Accounts may write to e Company at Ramakrishna Buildings 2 Dr. P.V. Cherian Crescent, Egmore, Chennai-600008, Ph No.044-66772622, Fax No.044-66772620, email:investor@kcp.co.in, for e attention to Company Secretary at least seven days before e date of e Annual General Meeting. 6
18) All documents referred to in e Notice and e Explanatory Statement shall be open for inspection at e Registered of ce of e Company during business hours between 11.00 a.m. and 1.00 p.m. Except in holidays up to and including e date of e Annual General Meeting of e Company. For and on behalf of e Board of Directors Place : Chennai Date : 18 May, 2015 (V.L. DUTT) Chairman and Managing Director Explanatory Statement as required under Section 102(1) of e Companies Act, 2013 annexed to and forming part of e Notice dated 18 May, 2015: -------------------------------------------------------------------------------------------------------------------------------------------- ITEM NO. 5 Rati cation/con rmation of e remuneration of e Cost Auditors: The Board, on e recommendation of e Audit Committee, has approved e appointment and remuneration of e Cost Auditors to conduct e audit of e cost records of e Company for e nancial year ending st 31 March, 2016 on remuneration as set out in e table below: Sl.No Cost Auditor Product Audit fees 1. M/s. Narasimha Moory & Co., Cement Rs. 3,50,000/- plus out-of Cost Accountants, Hyderabad pocket expenses. 2. M/s. S. Mahadevan & Co, Engineering Rs. 1,50,000/- plus out-of Cost Accountants, Chennai pocket expenses. In terms of e provisions of Section 148(3) of e Companies Act, 2013 read wi Rule 14(a)(ii) of e Companies (Audit and Auditors) Rules, 2014, e remuneration payable to e Cost Auditor is required to be rati ed by e Members of e Company. Accordingly, consent of e Members is sought to ratify e remuneration payable to e Cost Auditors Your Directors recommend e resolution for your approval. None of e Directors, Key Managerial Persons of e Company and eir relatives is/are concerned or interested in e resolution. ITEM NO. 6 Approval of transactions wi Related Parties: rd The Company has got e approval of e shareholders in e 73 Annual General Meeting of e company held on 11 August 2014 under Section 188(1) of e Companies Act, 2013 and rules made ere under for entering into certain transactions wi related parties as detailed in table below from serial number (1) (12) by way of Special resolution; 7
Sl.No Name of e Relate Party Nature of relationship Nature of e Value of e transaction transaction 1. KCP Vietnam Industries Limited Subsidiary company Sales and Services Rs. 30 Crores 2. Fives Cail KCP Limited Joint Venture Sales and Services Rs. 40 Crores 3. KCP Technologies Limited Associate Company Services Rs. 50 Lakhs 4. Fives Cail KCP Limited Joint Venture Lease Rental Rs.75 Lakhs 5. KCP Technologies Limited Associate Company Lease Rental Rs.1.5 Lakhs 6. V. Ramakrishna Sons Private Limited Associate Company Lease rentals Rs.15000/- 7. Smt. V.L. Indira Dutt Joint Managing Director(JMD) Lease rentals Rs.75 Lakhs 8. Smt. S R V Rajyalakshmamma Moer of JMD Lease rentals Rs. 15 Lakhs 9. Smt. Uma. S. Vallabhaneni Sister of JMD Lease rentals Rs. 85 Lakhs 10. Smt. V. RamaKumari Sister of JMD Lease rentals Rs.60 Lakhs 11. Bala Tripurasundari Ammavaru Temple JMD is Trustee Lease rentals Rs.80 Lakhs 12. Sri. V. Chandrakumar Broer of JMD Lease rentals Rs.50 Lakhs 13. Smt. Kavia Dutt Chitturi Executive Director Lease rentals Rs. 10 Lakhs The transaction in Serial No (13) is pertaining to lease agreement wi Smt. Kavia Dutt Chitturi entered wi e prior approval of e Audit committee and e Board of Directors of e company, on e terms and conditions detailed below and was earlier approved by e shareholders for transactions in serial No (7) (12): The lease rent will be 25% of e Annual Dead Rent payable to e Government or 25% of e Royalty payable to e Government whichever is higher. The above agreement is in e best interest of e company as signi cant costs and oer obligations are involved in availing lands on lease from e Government like: At e end of e lease period - We have to surrender e land at e Present value computed earlier. We have to convert e same into water bodies while handing over. Oer Legal requirements like ling of annual returns during e currency of e lease etc. The Directors furer seeks e approval of e shareholders to enable em to nalise e terms of e transactions like Value, Duration of e contract wiin e limits approved by e shareholders. A copy of e draft agreements wi said related parties setting out e terms and conditions is/are available for inspection wiout any fee to members at e Company's registered of ce during e normal business hours on working days up to e date of e AGM and will be placed on e website of e company www.kcp.co.in. Your Directors recommend e resolution for your approval. Except Dr. V.L. Dutt, Chairman & Managing Director, Smt. V.L. Indira Dutt, Joint Managing Director and Smt. Kavia Dutt Citturi, Executive Director of e company none of e Directors, Key Managerial Persons of e Company and eir relatives is/are concerned or interested in e resolution. For and on behalf of e Board of Directors Place : Chennai (V.L. DUTT) Date : 18 May, 2015 Chairman and Managing Director 8