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Gulshan Polyols Ltd.

BSE: 532457 Sector: Industrials
NSE: GULPOLY ISIN Code: INE255D01024
BSE LIVE 15:40 | 19 Sep 85.05 -1.45
(-1.68%)
OPEN

85.40

HIGH

86.70

LOW

83.05

NSE 15:46 | 19 Sep 85.00 -1.05
(-1.22%)
OPEN

85.50

HIGH

86.60

LOW

84.30

OPEN 85.40
PREVIOUS CLOSE 86.50
VOLUME 14029
52-Week high 113.95
52-Week low 70.00
P/E 16.26
Mkt Cap.(Rs cr) 399
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 85.40
CLOSE 86.50
VOLUME 14029
52-Week high 113.95
52-Week low 70.00
P/E 16.26
Mkt Cap.(Rs cr) 399
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gulshan Polyols Ltd. (GULPOLY) - Chairman Speech

Company chairman speech

To receive consider and adopt the Audited Balance Sheet as at 31st March2015 and the Statement of Profit and Loss for the year ended on that date and the Reportsof Directors and Auditors thereon.

To declare a dividend on Preference Shares for the financial year ended 31stMarch 2015.

To confirm the payment of Interim dividend during the financial year 2014-15 and todeclare a Final dividend on Equity Shares for the financial year ended 31stMarch 2015.

To appoint a director in place of Ms. Arushi Jain (holding DIN no. 00764520) whoretires by retire by rotation and being eligible offers herself for re-appointment.

To ratify the appointment of M/s Shahid & Associates (Firm Registration No. withICAI - 002140C) statutory auditors of the Company.

“RESOLVED that pursuant to the provisions of Section 139 of the Companies Act2013 and pursuant to Companies (Audit & Auditors) Rules 2014 and other applicableprovisions if any the appointment of M/s Shahid & Associates Chartered Accountants(Firm Registration No. with ICAi - 002140C) as Statutory Auditors of the Company be andare hereby ratified from the conclusion of 15th Annual General Meeting (AGM)till the conclusion of 17th AGM of the Company to be held in the year 2017 atsuch remuneration plus service tax out-of-pocket travelling and living expenses etc.as may be mutually agreed between the Board of Directors of the Company and theAuditors.”

SPECIAL BUSINESS

Re-appointment of Dr. Chandra Kumar Jain as a Managing Director of the Company

To consider and if thought fit to pass with or without modification the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196 197 and 203 andother applicable provisions if any of the Companies Act 2013 (including any amendmentthere to or enactment thereof for the time being in force) read with Schedule V to theCompanies Act 2013 (corresponding to Sections 198 269 309 and any other applicableprovisions of the Companies Act 1956 read with Schedule XIII to the Companies Act1956) the consent of the members of the Company be and is hereby accorded to there-appointment of Dr. Chandra Kumar Jain (DIN 00062221) as Managing Director of theCompany designated as Chairman and Managing Director (CMD) for a period of five yearseffective from 1st April 2015 to 31st March 2020 on the terms andconditions of re-appointment and he be paid following remuneration by way of salarycommission perquisites and allowances as approved by the Board of Directors of theCompany and the Nomination and Remuneration Committee of the Board:

Basic Salary per month:

'1000000/- per month in the scale of '1000000/- to ' 2000000/- with an annualincrement as may be decided by the Board on recommendation of Nomination and RemunerationCommittee effective from 1st April each year.

Commission on profits in addition to the salary perquisites payable as may bedecided by the Board of Directors on the recommendation of Nomination and RemunerationCommittee for each financial year calculated with reference to net profits of the Companysubject to the overall ceiling stipulated in Section 197 and 198 read with Schedule V ofthe Companies Act 2013 payable at such intervals as may be decided by the Board ofDirectors.

Perquisites :

(i) Company shall provide him suitable owned/ leased accommodation.

(ii) Company's contribution towards Provident Fund Gratuity and Encashment ofaccumulated Leaves as per rules of the company. The Gratuity shall not exceed an amountequal to half month's salary for each completed year of service. However all these shallnot be included in the computation of the ceiling on perquisites to the extent theseeither singly or put together are not taxable under the Income Tax Act.

(iii) Company's Car for use on Company's business with chauffeur and telephone atresidence and Mobile phone will be provide but shall not be considered as perquisites.Personal long distances calls and use of car (if any) for private purpose shall be billedby the company.

(iv) Reimbursement of actual medical expenses incurred in India and abroad for self andfamily. The total cost of travel to and for and also for the stay in the foreign countryof the patient an attendant and medical supervision if required shall be borne by theCompany.

(v) Club Memberships: Subscription or reimbursement of membership fees for two clubs inIndia and/or abroad including admission and life membership fees.

RESOLVED FURTHER THAT the Board of Directors and the Nomination and RemunerationCommittee be and are hereby severally authorised to revise amend alter and vary suchterms of re-appointment and remuneration so as to not exceed the limits specified inSchedule V to the Companies Act 2013 as may be agreed to by the Board of Directors andDr. Chandra Kumar Jain without any further reference to the shareholders in generalmeeting.

RESOLVED FURTHER THAT as Managing Director of the Company Dr. Chandra Kumar Jainshall subject to the supervision control and directions of the Board of Directors of theCompany exercise substantial powers of management and shall manage the business andaffairs of the Company.

RESOLVED FURTHER THAT necessary forms be filed to Registrar of Companies withinstipulated period and Dr. Chandra Kumar Jain Managing Director Ms. Aditi Pasari WholeTime Director and Ms. Nisha Gupta Company Secretary be and are hereby severallyauthorized to take all necessary steps in the matter."

Re-appointment of Mr. Ashwani Kumar Vats as Whole Time Director of the Company

To consider and if thought fit to pass with or without modification the followingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196 197 and 203 andother applicable provisions if any of the Companies Act 2013 (including any amendmentthere to or enactment thereof for the time being in force) read with Schedule V to theCompanies Act 2013 (corresponding to Sections 198 269 309 and any other applicableprovisions of the Companies Act 1956 read with Schedule XIII to the Companies Act1956) the consent of the members of the Company be and is hereby accorded to there-appointment of Mr. Ashwani Kumar Vats (DIN 00062413) as Whole Time Director of theCompany designated as Executive Director and Chief Executive Officer (ED & CEO) for aperiod of five years effective from 1st April 2015 to 31st March2020 on the terms and conditions of re-appointment and he be paid following remunerationby way of salary commission perquisites and allowances as approved by the Board ofDirectors of the Company and the Nomination and Remuneration Committee of the Board:

Basic Salary per month:

'150000/- in scale of '150000/- to '500000/- (With such annual/ specialincrements within the aforesaid scale as may be decided by the Board on recommendation ofNomination and Remuneration Committee).

Perquisites and allowances:

a. House Rent Allowance : 45% of Basic
b. Medical Allowance : 5% of Basic
c. Ex-Gratia : 8.33% of Basic

Commission on profits as may be decided by the Board of Directors on therecommendation of Nomination and Remuneration Committee for each financial year calculatedwith reference to net profits of the Company subject to the overall ceiling stipulated insection 197 and 198 read with Schedule V of the Companies Act 2013 payable at suchintervals as may be decided by the Board of Directors.

Other perquisites

In addition to the perquisites and allowances as aforesaid he shall also be entitledto the following benefits which will not be included in computation of the ceiling ofremuneration specified in Para 1 2 and 3 above.

a. Gratuity: Gratuity payable as per the rules of the Company.

b. Leave: Leaves as per the rules of the Company.

c. Company Car and telephone: Use of the Company's Car and telephone at the residencefor official purposes as per rules of the Company.

d. Other benefits as per rules of the Company.

Approval of Remuneration of Cost Auditor of the Company

To consider and if thought fit to pass with or without modification the followingresolution as an Ordinary Resolution

"RESOLVED THAT pursuant to Section 148 and any other applicable provisions ofthe Companies Act 2013 and Rule 14 of the Companies (Audit and Auditors) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) consent of the Company be and is hereby accorded for the payment of remuneration of'80000/- (Rupees Eighty Thousand only) to Company's Cost Auditor M/s. Rahul Jain &Associates Cost Accountants for auditing the cost records maintained by the Company forthe financial year 2015-16."

Change in Memorandum of Association of the Company

To consider and if deemed fit to pass with or without modification(s) the followingas a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 13 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Incorporation)Rules 2014 including any statutory modification or re-enactment thereof for the timebeing in force and subject to the necessary approval of the Central Government or anyother statutory authority(ies) if any required in this behalf the approval of theCompany be and is hereby given for effecting the following amendments in Clause III (B)and other objects of the existing Memorandum of Association dealing with the objects ofthe Company:-

The sub-heading III(B) "THE OBJECTS INCIDENTAL OR ANCILLARY TO THE MAINOBJECTS" be substituted by the new sub-heading "MATTERS WHICH ARE NECESSARY FORFURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A)" with existing objectsappearing under sub clauses 1 to 39 thereof'.

Under sub-clause 12 13 16 26 and 32 of new subheading "MATTERS WHICH ARENECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A)" the words"section 58A 292 293 293A 293B 295372A and the word Companies Act 1956"be substituted with the words "section 73 74 75 76 179 180 181 182 183 185186 Companies Act 2013".

Sub-clause 29 as appearing under the sub-heading III(C) i.e. "OTHER OBJECTS"be deleted as it is already appearing at sub clause 11".

Sub-clauses 1 to 28 & 30 to 37 as appearing under the sub-heading III(C) i.e."OTHER OBJECTS" be shifted under the new sub-heading III(B) i.e. "MATTERSWHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A)" videcreation of new sub clauses no. 40 to 75 the subheading III(C) i.e."OTHEROBJECTS" be deleted."

Sub-clause 76 added as follows:

"Sub-clause- 76

To undertake Corporate Social Responsibility ("CSR") activities in terms ofthe provisions of the Companies Act 2013 and Rules made there under or in such othermanner as the company may deem fit."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorised to do all such acts deeds matters and things as may be deemed necessary andexpedient to give effect to the aforesaid resolution."

Amendment of the Liability Clause of the Memorandum of Association

To consider and if thought fit to pass with or without modification(s) the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4 13 and all otherapplicable provisions if any of the Companies Act 2013 (including any amendmentthereto or re-enactment thereof) Clause IV of the Memorandum of Association be and ishereby altered by replacing the existing Clause IV with the following new Clause IV:

Clause IV. "The liability of members is limited and this liability is limited tothe amount unpaid on shares held by them."

RESOLVED FURTHER THAT the Board of Directors and the Secretary of the company beseverally authorised to do all acts deeds and things necessary in order to give effect tothe above resolution."

Amendment of the Capital Clause of the Memorandum of Association

To consider and if thought fit to pass with or without modification(s) the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4 13 61 and otherapplicable provisions if any of the Companies Act 2013 (including any amendmentthereto or re-enactment thereof) Clause V of the Memorandum of Association be and ishereby altered by replacing the existing Clause V with the following new Clause V:

Clause V. The Authorised capital of the Company is '372500000/- (Rupees Thirty SevenCrore and Twenty Five Lacs only) divided into:

(i) Equity Share Capital of ' 225000000/- consisting of 45000000 (Four Crore andFifty Lacs) Equity Shares of ' 5/- each;

(ii) Preference Share Capital'2500000/- consisting of 250000 (Two Lacs and FiftyThousand) Redeemable Preference Shares of ' 10/- each;

(iii) Preference Share Capital ' 145000000/- consisting of 1450000 (Fourteen Lacsand Fifty Thousand) 0% to 10% (Zero percent to Ten percent) Redeemable Preference Sharesof ' 100/- each.

with power to increase or reduce and alter the capital in accordance with theprovisions of the Companies Act 2013.

RESOLVED FURTHER THAT the Board of Directors and the Secretary of the company beseverally authorised to do all acts deeds and things necessary in order to give effect tothe above resolution."

Authorization for Related Party Transactions of the Company

To consider and if thought fit to pass with or without modification the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of section 188 and all otherapplicable provisions if any of the Companies Act 2013 and subject to such approvalsconsents sanctions and permissions as may be necessary consent of the company beaccorded to the Board of Directors of the Company to enter into contracts and/oragreements with the related party namely Dr. Chandra Kumar Jain (Managing Director) withrespect to re-appointment of such related party to the office or place of profit in thecompany.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution theBoard be and is hereby authorized to do all such acts deeds matters and things and togive such directions as may be necessary or expedient and to settle any questiondifficulty or doubt that may arise in this regard as the Board in its absolute discretionmay deem necessary or desirable and its decision shall be final and binding.

By the order of the Board of Directors
Date : 30th May 2015 Sd/-
Place: Delhi Nisha Gupta
Company Secretary