Statement setting out material facts pursuant to Section 102 of the Companies Act,
2013("the Act") forming part of the notice.
The Board of Directors, on the recommendation of the Nomination and Remuneration
Committee, appointed Smt. Kumudini Kiran Mehta as an Additional Director with effect from
March 28, 2015 to hold office as Director till the date of the Annual General Meeting
pursuant to Section 161 of the Act.
Smt. Kumudini Kiran Mehta, aged 61 years, is a B.A. in Philosophy and Psychology, She
has been very active in the area of Social Work and Counselling she has done laudable work
in ensuring woman in social distress. Live a life of dignity through the NGO - Bapnu Ghar
where she has also held key positions both as Hon. Secretary and JT. Hon. Secretary
In terms of Section 149 and other applicable provisions of the Act, Smt. Kumudini Kiran
Mehta, being eligible, is proposed to be appointed as an Independent Director of the
Company for a term of 5 (five) consecutive years from March 28, 2015 upto March 27, 2020
not being liable to retire by rotation. The Company has received a Notice in writing from
a Member of the Company along with the deposit of requisite amount under Section 160 of
the Act proposing the candidature of Smt. Kumudini Kiran Mehta for the office of Director
of the Company.
Smt. Kumudini Kiran Mehta has consented to act as a Director of the Company and has
given a declaration to the Board that she meets the criteria of independence as provided
under Section 149(6) of the Act. In the opinion of the Board, Smt. Kumudini Kiran Mehta
fulfills the conditions specified in the Act and the Rules thereunder for appointment as
Independent Director and she is independent of the management.
The terms and conditions of appointment of Smt. Kumudini Kiran Mehta as Independent
Director are available for inspection at the Registered Office of the Company during
normal business hours on all working days and is also placed on the website of the
company.
Having regard to the qualifications, experience and knowledge, her appointment as an
Independent Director will be in the interest of the Company. The Board recommends the
resolution as set out at Item no. 5 of the accompanying Notice for the approval by the
members of the Company by way of an Ordinary Resolution.
Except Smt. Kumudini Kiran Mehta, none of the other Directors and Key Managerial
Personnel of the Company and their respective relatives is concerned or interested,
financially or otherwise, in the resolution.
The Articles of Association of the Company as currently in force was originally adopted
when the Company was incorporated under the Companies Act, 1956 and further amendments
were adopted pursuant to the provisions under the Companies Act, 1956, from time to time,
over the past several years.
Substantive changes made through the Companies Act, 2013 require suitable changes in
the existing Articles of Association of the Company. Further, the references to the
specific sections of the Companies Act, 1956 in the existing Articles of Association,
being no longer in conformity with the Companies Act, 2013, also require changes.
Accordingly, the Company proposes to approve and adopt a new set of Articles of
Association prepared after taking into account all the provisions of the Companies Act,
2013 and Rules made thereunder.
None of the Directors/Key Managerial Personnel of the Company/their relatives are, in
any way, concerned or interested, financially or otherwise, in the Special Resolution set
out at item No. 6 of the Notice.
The Board recommends the Special Resolution set out at item No. 6 of the Notice for
approval by the members.
A copy of the existing Articles of Association and of the proposed new set of Articles
of Association will be open for inspection by Members at the Registered Office of the
Company during normal working hours between 11.00 a.m. and 1.00 p.m. on all working days
(except Saturdays, Sundays and Public Holidays).
For and on behalf of the Board of Directors
Bhagwandas T Doshi
Chairman