EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013
ITEM NO. 4 APPOINTMENT OF STATUTORY AUDITOR
This Explanatory Statement is provided though strictly not required as per Section 102of the Act.
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framedthereunder M/s. P. C. Surana & Co. the present Auditors of the Company completetheir term as Auditors.
M/s. P. C. Surana & Co. Chartered Accountants was re-appointed as StatutoryAuditors of the Company for the Companys financial year 2016 17. They havecontinued in the office as Statutory Auditors of the Company for more than ten years as on31st March 2014. The Ministry of Corporate Affairs has implemented the new Companies Actw.e.f. 1st April 2014. Pursuant to Section 139(2) of the Companies Act 2013 they cancontinue as Statutory Auditors for further period of three years from 1st April 2014 uptofinancial year 2016 17. Accordingly their term as Statutory Auditors is completingon the conclusion of 23rd Annual General Meeting. The Audit Committee and the Board ofDirectors have placed on record their appreciation for the professional services renderedby M/s. P. C. Surana & Co. for their association with the Company as its Auditors. TheCompany has to appoint new auditors in their place.
In view of the above M/s. JMT & Associates Chartered Accountants havingRegistration No. 104167W are recommended to be appointment as Auditors of the Company forthe financial year 2017 18 to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting on a remunerationplus applicable taxes out-of-pocket expenses etc. incurred in connection with the Auditas may be decided by the Board of Directors in consultation with the Auditors.
The Board recommends the Resolution at Item No. 4 for approval by the Members.
None of the Directors or Key Managerial Personnel and their relatives are concerned orinterested in the Resolution at Item No. 4 of the Notice.
ITEM NO. 5 RE-APPOINTMENT OF MR. DIPAN MEHTA AS WHOLE-TIME DIRECTOR (WTD)
The Nomination and Remuneration Committee has recommended the re-appointment of Mr.Dipan Mehta as WTD of the Company. Accordingly the Board of Directors at its meeting heldon 24th May 2017 has considered the re-appointment of Mr. Dipan Mehta as WTD of theCompany for the period of 5 years w.e.f. 1st June 2017.
The terms and conditions of his re-appointment are given below:
|Name of Director ||Designation ||Responsibility |
|Mr. Dipan Mehta ||WTD ||The day-to-day administration and compliance requirements of the Company |
|Name of Director ||Designation ||Remuneration & Perquisites |
|Mr. Dipan Mehta ||WTD ||Remuneration and perquisites shall be within the limits specified in Schedule V to the Act |
B. OTHER CONDITIONS:
i. For all other terms and conditions not specifically spelt out above the rules andorder of the Company shall apply.
ii. The WTD holds office as such subject to the provisions of Section 164 & 167 ofthe Companies Act 2013.
iii. The re-appointment of WTD has been approved by the Nomination and RemunerationCommittee of the Company. The Board recommends the Ordinary Resolution set out at Item No.5 of the Notice for approval by the shareholders.
ITEM NO. 6 RELATED PARTY TRANSACTIONS
The company has entered into Agreement for providing services relating to ResearchDesign Content Services including preparation of Monthly Newsletters to Elixir EquitiesPrivate Limited for the financial year 2017 18.
As per Section 188(1)(d) read with Section 2 (76) (iv) & (viii) of the CompaniesAct 2013 this transaction is between two related parties and hence must be executed at anarms length price and also as per Regulation 23 of the SEBI (LODR) Regulations2015 the transaction is between related parties.
As per Section 188(1)(d) read with the Companies (Meetings of Board and its powers)Rules 2014 any transaction for availing or rendering of any services directly or throughappointment of agent exceeding ten percent of the turnover of the Company or rupees fiftycrores whichever is lower requires approval of shareholders by passing specialresolution. Accordingly the Agreement for providing services relating to Research DesignContent Services including preparation of Monthly Newsletters to Elixir Equities PrivateLimited requires approval of shareholders.
In terms of Rule 15(3) of the Companies (Meetings of Board and its powers) Rules 2014the following information has been provided for Related Party Transaction:
|Particulars of Information ||Answers |
|Name of the Related Party ||Service Recipient: Elixir Equities Pvt. Ltd. 74% subsidiary of |
| ||Elixir Capital Limited |
| ||Service Provider: Elixir Capital Limited |
|Name of the Director or Key Managerial Personnel who is related if any ||Mr. Dipan Mehta and Mrs. Radhika Mehta |
|Nature of Relationship ||Elixir Equities Pvt. Ltd. is a subsidiary of Elixir Capital Limited holding 74% in the Equity Capital. Mr. Dipan Mehta and Mrs. Radhika Mehta are Directors in Holding and Subsidiary Companies. |
|Nature material terms monetary value and particulars of the contract or arrangement ||Nature: Research Design Content Services including preparation of Monthly Newsletters |
| ||Material Terms: Rs. 840000 per annum for Research Design Content Services including preparation of Monthly Newsletters Monetary Value: Rs. 840000 per annum |
| ||Particulars of Contract: Annual contract for preparing Monthly Newsletter |
|Any other information relevant or important for the members to take a decision on the proposed resolution ||All the material information has been provided. |
The Audit Committee and the Board of Directors have considered Agreement for providingservices relating to Research Design Content Services including preparation of MonthlyNewsletters to Elixir Equities Private Limited at their meeting and have approved thesame.
The Members are further informed that no Member(s) of the Company being a related partyor having interest in the Resolution as set out at Item No. 6 hereinabove shall beentitled to vote on this Ordinary Resolution.
The Board commends the Ordinary Resolution set out at Item No. 6 of the Notice forapproval by the shareholders.
Except Promoter Directors and their Relatives (to the extent of the Shareholdinginterest in the Company) Mr. Dipan Mehta and Mrs. Radhika Mehta who are Directors /Shareholders of the Company no other Directors and KMP of the Company is concerned /interested financially or otherwise in the said Resolution.
| ||By order of the Board |
| ||For ELIXIR CAPITAL LIMITED |
| ||Dipan Mehta |
| ||Whole Time Director |
|Place: Mumbai || |
|Dated: 24th May 2017 || |