AS PER SECTION 102 OF THE COMPANIES ACT, 2013
The Board of Directors (based on the recommendaon of Nominaon and Remuneraon Commi ee)
had appointed Mr. Jayesh Jayanlal Pandya (DIN: 02030546), as an Addional Director w. e. f
August 13, 2018. In terms of Secon 161 (1) of the Companies Act, 2013 read with Arcles of
Associaon of the Company, Mr. Jayesh Pandya holds the o ce as an Addional Director up to
the date of the forthcoming Annual General Meeng scheduled to be held on Saturday, 29th
September, 2018.
The Company has received a noce pursuant to Secon 160 of the Companies Act, 2013 from
one of the members signifying his intenon to propose the appointment of Mr. Jayesh Pandya
as a Director.
Mr. Jayesh Pandya is not disquali ed from being appointed as a Director in terms of
Secon 164 of the Act and has giv en his consent in wring to act as Director. Moreover,
Copy of the dra formal let ter for appointment of Mr. Jayesh Pandya as a Director seng out
the terms and condions are available for inspecon by members at the Registered O ce of the
Company.
The Board of Directors is of the opinion that his rich knowledge in managing and
regulang the Organizaonal a airs will be of great signi cance to the Company and hence
recommends the Resoluon at Item No. 3 of this Noce for your approval. Noce received under
Secon 160 of the Companies Act, 2013 is available for inspecon by the members at the
Registered O ce of the Company during the business hours on any working day up to the date
of the Annual General Meeng.
None of the Directors, Key Managerial Personnel and relav es thereof is concerned or
interested in the Resoluon at Item No. 3 of the Noce.
The Audit Commi ee and the Board of Directors of the Company, at their respecv e meengs
held on 24 th May, 2018 has approved a proposal for entering into following related party
transacons:
| Name of Related Party |
Real News & Views Limited |
| Name of Related Director or KMP |
Mr. Swetank M. Patel and Mrs. Hina S. Patel |
| Nature of rela onship |
Mr. Dharm S. Patel, Director of Real News & Views Limited is son of Mr. Swetank M.
Patel and Mrs. Hina S. Patel, Directors of the Company. |
| Material terms, monetary value and parculars of the contract or arrangement; |
The transac on between the par es will be in the nature of purchase and/or sale of
goods/products. The amount of the transac on shall be up to Rs. 100 Crores and the same
has to be paid as per the terms agreed by both the pare s. |
| The Manner of determining the pricing and other commercial terms, both included as
part of contract and not considered as part of the contract |
The pricing is commensurate with the market value of the goods and shall be at
arm’s length. |
| Any other informaon relevant or important for the members to take a decision on the
proposed resolu on |
N.A. |
The transacon would fall under material Related Party Transacon and in terms of Secon
188 of the Companies Act, 2013 and regulaon 23 of Securies and Exchange Board of India
(Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 and the applicable rules
there under requires prior approval of the Shareholders by way of Special Resoluon.
Except Mrs. Hina Patel and Mr. Swetank Patel none of the Directors or Key Managerial
Personnel (KMP) or relav es of Directors and KMPs is concerned or interested in the
Resoluon.
| Place: Ahmedabad |
For and on behalf of the Board |
| Date: 13th August, 2018 |
SD/- |
|
Swetank M. Patel |
|
Managing Director |
|
DIN: 00116551 |