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Bilpower Ltd.

BSE: 531590 Sector: Metals & Mining
NSE: BILPOWER ISIN Code: INE952D01018
BSE LIVE 15:15 | 09 Dec 1.23 0.03
(2.50%)
OPEN

1.23

HIGH

1.23

LOW

1.23

NSE LIVE 13:53 | 08 Apr Stock Is Not Traded.
OPEN 1.23
PREVIOUS CLOSE 1.20
VOLUME 1000
52-Week high 1.97
52-Week low 0.72
P/E
Mkt Cap.(Rs cr) 2.58
Buy Price 1.23
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.23
CLOSE 1.20
VOLUME 1000
52-Week high 1.97
52-Week low 0.72
P/E
Mkt Cap.(Rs cr) 2.58
Buy Price 1.23
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Bilpower Ltd. (BILPOWER) - Chairman Speech

Company chairman speech

NOTICE is hereby given that the 26th Annual General Meeting of the Members of BILPOWERLIMITED will be held at 2nd Floor Vikas Chambers Junction of Link and Marve RoadMalad (W) Mumbai-400064 Wednesday 30th September 2015 at 11.00 a.m. to transact withor without modification(s) as may be permissible the following business:

ORDINARY BUSINESS:

1. To receive consider and adopt the Audited Financial Statement of the Company forthe year ended 31st March 2015 including Audited Balance Sheet as at 31st March 2015 andthe Statement of Profit & Loss Account and Statement of Cash Flow for the year endedas on that date together with the reports of the Board of Directors and Auditors thereon.

2. To appoint Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) as Director of theCompany who retires by rotation and being eligible offers himself for reappointment.

3. To consider and if thought fit to pass with or without modification(s) thefollowing Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicableprovisions if any of the Companies Act 2013 and the Rules framed thereunder as amendedfrom time to time M/s. Bansal Bansal & Co. Chartered Accountants Mumbai bearingfirm registration number 100986W issued by the Institute of Chartered Accountants of India(ICAI) the retiring Auditors of the Company be and they are hereby re-appointed as theStatutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of Twenty Seventh Annual General Meeting (AGM)at such remuneration as may be mutually agreed between the Board of Directors of theCompany and the Auditors.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such actsdeeds matters and things as may be necessary to implement this resolution".

SPECIAL BUSINESS:

4. To appoint Ms. Kiren Shrivastav (DIN: 01078946) as an Independent Director and inthis regard to consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement Ms. Kiren Shrivastav (DIN: 01078946) who was appointed as anAdditional Director liable to retire by rotation pursuant to the provisions of Section 161of the Companies Act 2013 and whose term expires at this Annual General Meeting hassubmitted a declaration that she meets the criteria for Independent Director pursuant tosection 149(6) of the Companies Act 2013 and in respect of whom the Company has receiveda notice in writing from the said Director under section 160 of the Companies Act 2013proposing her candidature for the office of Director of the company be and is herebyappointed as Non Executive Independent Director of the Company to hold office for 5 (five)consecutive years starting from 30th September 2015 upto 29th September 2020 and whoshall not be liable to retire by rotation."

5. To appoint Mr. Suresh Sakharam More (DIN: 06873425) as an Independent Director andin this regard to consider and if thought fit to pass with or without modification(s)the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement Mr. Suresh Sakharam More (DIN: 06873425) who was appointedas an Additional Director liable to retire by rotation pursuant to the provisions ofSection 161 of the Companies Act 2013 and whose term expires at this Annual GeneralMeeting has submitted a declaration that he meets the criteria for Independent Directorpursuant to section 149(6) of the Companies Act 2013 and in respect of whom the Companyhas received a notice in writing from the said Director under section 160 of the CompaniesAct 2013 proposing his candidature for the office of Director of the company be and ishereby appointed as Non Executive Independent Director of the Company to hold office for 5(five) consecutive years starting from 30th September 2015 upto 29th September 2020 andwho shall not be liable to retire by rotation."

6. To appoint Mr. Chandrashekhar Trivedi (Din: 00135114) as an Independent Director andin this regard to consider and if thought fit to pass with or without modification(s)the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) and Clause49 of the Listing Agreement Mr. Chandrashekhar Trivedi (Din: 00135114) who was appointedas an Additional Director liable to retire by rotation pursuant to the provisions ofSection 161 of the Companies Act 2013 and whose term expires at this Annual GeneralMeeting has submitted a declaration that he meets the criteria for Independent Directorpursuant to section 149(6) of the Companies Act 2013 and in respect of whom the Companyhas received a notice in writing from the said Director under section 160 of the CompaniesAct 2013 proposing his candidature for the office of Director of the company be and ishereby appointed as Non Executive Independent Director of the Company to hold office for 5(five) consecutive years starting from 30th September 2015 upto 29th September 2020 andwho shall not be liable to retire by rotation."

7. To re-appoint Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) as Whole TimeDirector and in this regard to consider and if thought fit to pass with or withoutmodification(s) the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of 196 197 203 and the rules madethereunder (including any statutory modification(s) or re-enactment thereof for the timebeing in force) read with Schedule V to the said act and all other applicable provisionsif any of the Companies Act 2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 or any statutory modification(s) or re-enactment(s)thereof and subject to such consent(s) approval(s) and permission(s) as may be necessaryin this regard and subject to such conditions as may be imposed by any authority whilegranting such consent(s) approval(s) and permission(s) and as agreed to by the Board ofDirectors (hereinafter referred to as the "Board" which term shall unlessrepugnant to the context or meaning thereof be deemed to include any Committee thereof orany person authorized by the Board in this behalf) the approval of the members be and ishereby accorded for the appointment of Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510)as Whole Time Director of the Company to hold office for 5 (five) years starting from 30thSeptember 2015 upto 29th September 2020.

NOTES:

a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TOAPPOINT A PROXY/ PROXIES TO ATTEND

AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY/ PROXIES NEED NOT BE A MEMBER OFTHE COMPANY. THE INSTRUMENT APPOINTING A PROXY/ PROXIES SHOULD HOWEVER BE DEPOSITED ATTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

b. A person can act as proxy on behalf of Members not exceeding Fifty (50) and holdingin the aggregate not more than 10% of the total share Capital of the

Company carrying voting rights. In case a proxy is proposed to be appointed by a Memberholding more than 10% of the total share capital of the Company carrying voting rightsthen such proxy shall not act as a proxy for any other person or shareholder.

c. The Company has notified closure of register of members and transfer books fromFriday September 25 2015 to Tuesday September 29 2015 (both days inclusive).

d. Members holding shares in Physical form are requested to notify change of addressif any to Registrar and Share Transfer Agents and those who hold shares in dematerializedform are requested to notify to their Depository participants their change in address.

e. As per the provisions of the Companies Act 2013 facility for making nomination isavailable to the shareholders in respect of the Shares held by them.

Nomination Forms can be obtained from the registrar and share transfer agents of theCompany.

f. As a measure of economy copies of Annual Report will not be distributed at theAnnual General Meeting. Members are therefore requested to bring their respective copyof the Annual Report to the Meeting and affix their signature at the place provided on theattendance slip annexed to the Proxy form and hand over the slip at the entrance to theplace of the Meeting.

g. Non Resident Indian Members are requested to inform the Company's registrar andshare transfer agents M/s. System Support Services immediately of

1. The change in the residential status on return to India for permanent settlement.

2. The particulars of the bank account maintained in India with complete name branchaccount type account number and address of the bank with -pin code number if notfurnished earlier.

h. The Register of Director and Key Managerial Personnel and their Shareholdingmaintained under section 170 of the Companies Act 2013 will be available for inspectionat the Registered Office of the Company on all working days except Saturdays between 11.00a.m. and 1.00 p.m. up to the date of the 26th Annual General Meeting.

i. To support the 'Green Initiative' the Members holding shares in physical form andwho have not registered their email IDs are requested to register the same with theCompany's registrar and share transfer agents M/s. System Support Services.

j. In compliance with provisions of Section 108 of the Companies Act 2013 Rule 20 ofthe Companies (Management and Administration) Rules 2014 as amended by the Companies(Management and Administration) Amendment Rules 2015 and Clause 35B of the ListingAgreement the Company is pleased to provide members facility to exercise their right tovote on resolutions proposed to be considered at the 26th AGM by electronic means and thebusiness may be transacted through e-Voting Services. The facility of casting the votes bythe members using an electronic voting system from a place other than venue of the AGM("remote e-voting") will be provided by National Securities Depository Limited(NSDL).

k. The remote e-voting period commences on 27th September 2015 (10:00 am IST) and endson 29th September 2015 (5:00 pm IST). During this period members' of the Company holdingshares either in physical form or in dematerialized form as on the cut-off date of 23rdSeptember 2015 may cast their vote by remote e-voting. The remote e-voting module shallbe disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by themember the member shall not be allowed to change it subsequently

l. Instructions for Members for e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs areregistered with the Company/ Depository Participants(s)] :

(i) Open email and open PDF file viz; "remote e-voting.pdf" with your ClientID or Folio No. as password. The said PDF file contains your user ID and password/ PIN forremote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/ PIN noted in step (i) above. ClickLogin.

(v) Password change menu appears. Change the password/ PIN with new password of yourchoice with minimum 8 digits/characters or combination thereof. Note new password. It isstrongly recommended not to share your password with any other person and take utmost careto keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active VotingCycles.

(vii) Select "EVEN" of "BILPOWER LIMITED".

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on "Submit" andalso "Confirm" when prompted.

(x) Upon confirmation the message "Vote cast successfully" will bedisplayed.

(xi) Once you have voted on the resolution you will not be allowed to modify yourvote.

(xii) Institutional shareholders (i.e. other than individuals HUF NRI etc.) arerequired to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authorityletter etc. together with attested specimen signature of the duly authorizedsignatory(ies) who are authorized to vote to the Scrutinizer through e-mail tocsbbansal@gmail.com with a copy marked to evoting@nsdl.co.in

B. In case a Member receives physical copy of the Notice of AGM [for members whoseemail IDs are not registered with the Company/Depository Participants(s) or requestingphysical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for theAGM : EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above to cast vote.

m. In case of any queries you may refer the Frequently Asked Questions (FAQs) forMembers and remote e-voting user manual for Members available at the downloads section ofwww.evoting.nsdl.com or call on toll free no.: 1800-222-990.

n. If you are already registered with NSDL for remote e-voting then you can use yourexisting user ID and password/ PIN for casting your vote.

o. You can also update your mobile number and e-mail id in the user profile details ofthe folio which may be used for sending future communication(s).

p. The voting rights of members shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date of 23rd September 2015.

q. Any person who acquires shares of the Company and become member of the Companyafter dispatch of the notice and holding shares as of the cut-off date i.e. 23rdSeptember 2015 may obtain the login ID and password by sending a request atevoting@nsdl.co.in or Issuer/ RTA. However if you are already registered with NSDL forremote e-voting then you can use your existing user ID and password for casting your vote.If you forgot

your password you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the followingtoll free no.: 1800-222-990.

r. A member may participate in the AGM even after exercising his right to vote throughremote e-voting but shall not be allowed to vote again at the AGM.

s. A person whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories as on the cut-off date only shall beentitled to avail the facility of remote e-voting as well as voting at the AGM throughballot paper.

t. M/s. Bhuwnesh Bansal & Associates Practicing Company Secretary (Membership No.FCS 6526 & COP 9089) has been appointed for as the Scrutinizer for providing facilityto the members of the Company to scrutinize the voting and remote e-voting process in afair and transparent manner.

u. The Chairman shall at the AGM at the end of discussion on the resolutions on whichvoting is to be held allow voting with the assistance of scrutinizer by use of"remote e-voting" or "Ballot Paper" or "Poling Paper" forall those members who are present at the AGM but have not cast their votes by availing theremote e-voting facility.

v. The Scrutinizer shall after the conclusion of voting at the general meeting willfirst count the votes cast at the meeting and thereafter unblock the votes cast throughremote e-voting in the presence of at least two witnesses not in the employment of theCompany and shall make not later than three days of the conclusion of the AGM aconsolidated scrutinizer's report of the total votes cast in favour or against if any tothe Chairman or a person authorized by him in writing who shall countersign the same anddeclare the result of the voting forthwith.

w. The Results declared and alongwith the report of the Scrutinizer shall be placed onthe website of the Company www.bilpower.com on the website of NSDL immediately after thedeclaration of result by the Chairman or a person authorized by him in writing. Theresults shall also be immediately forwarded to BSE

Limited and National Stock Exchange of India Limited where the shares of the Companyare listed.

By Order of the Board of Director
For Bilpower Limited
Registered Office: -
2nd Floor Vikas Chambers Junction of Link & Marve Road Malad (West) Mumbai - 400 064 Sureshkumar Anandilal Choudhary
Tel.: +91 22 42728080 Fax: +91 22 28811225 Din: 00494510
Website: www.bilpower.com Chairman
E-mail: investors@bilpower.com Mumbai 14th August 2015
CIN No. L51420MH1989PLC053772

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