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Pudumjee Pulp & Paper Mills Ltd.

BSE: 500343 Sector: Industrials
NSE: PDUMJEPULP ISIN Code: INE606A01024
BSE LIVE 15:57 | 24 Nov 25.05 0.55
(2.24%)
OPEN

24.25

HIGH

25.70

LOW

23.90

NSE 15:31 | 24 Nov 25.20 0.65
(2.65%)
OPEN

24.00

HIGH

25.80

LOW

24.00

OPEN 24.25
PREVIOUS CLOSE 24.50
VOLUME 17566
52-Week high 28.50
52-Week low 17.00
P/E 19.57
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.05
Sell Qty 453.00
OPEN 24.25
CLOSE 24.50
VOLUME 17566
52-Week high 28.50
52-Week low 17.00
P/E 19.57
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 25.05
Sell Qty 453.00

Pudumjee Pulp & Paper Mills Ltd. (PDUMJEPULP) - Chairman Speech

Company chairman speech

The following Explanatory Statement sets out all the material facts relating to itemsof business as mentioned in Serial Nos. 5 to 13 under Special Business in the accompanyingNotice dated 1st August 2015 convening the Annual General Meeting.

During the year the Board of Directors of the Company has appointed Ms. Preeti Mehtaas an Additional Director of the Company at its meeting held of 1st November2014. She holds office upto the date of this Annual General Meeting pursuant to Section161 of the Companies Act 2013.

The Company has received declaration from her that she meets the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013. Pursuant to therecommendation of the Nomination and Remuneration Committee at its meeting held on 30thMay 2015 and in the opinion of the Board she fulfills the conditions specified inSections 149 152 and Schedule IV of the Companies Act 2013 read with Companies(Appointment and Qualifications of Directors) Rules 2014 including any statutorymodification(s) or re-enactment thereof for the time being in force and Clause 49 of theListing Agreement and is independent to the management. She does not hold any equityshares in the Company.

The Company has also received notice in writing from a member along with deposit ofrequisite amount under Section 160 of the Companies Act 2013 proposing the candidature ofMs. Preeti Mehta for the office of director of the Company.

In view of above it is proposed to appoint Ms. Preeti Mehta as an Independent Directorof the Company for a term up to 5 (five) consecutive years commencing from the date of thethis Annual General Meeting.

Names of companies in which she holds directorships and memberships /chairmanships ofBoard Committees her shareholding in the Company relationships amongst directorsinter-se as stipulated under Clause 49 of the Listing Agreements with the Stock Exchangesis provided in the Corporate Governance Report forming part of the Annual Report.

Ms. Preeti Mehta B.A. LLB is an advocate and solicitor by profession and is a partnerin Kanga & Co. a leading firm of solicitors in Mumbai. Keeping in view her expertiseand knowledge it will be in the interest of the Company that Ms. Preeti Mehta isappointed as an Independent Director. Accordingly the Board recommends the OrdinaryResolution for approval of the members.

Except Ms. Preeti Mehta none of the Directors Key Managerial Personnel or theirrelatives are concerned or interested in the proposed Ordinary Resolution as set out inItem No. 5 of this Notice.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors at its Meeting held on 14th February 2015 has appointed Dr.Ashok Kumar as an Additional Director of the Company with effect from 2ndMarch 2015. He holds office upto the date of the this Annual General Meeting pursuant tosection 161 of the Companies Act 2013. The Company has received a Notice in writing froma Member under section 160 of the Companies Act 2013 proposing his candidature for theoffice of Director of the Company. Dr. Ashok Kumar is M.E. (Chemical Engineer) and Ph.D.(Pulp Processing) and has wide and varied experience over three decades in the PaperIndustry. He does not hold any Equity Share in the Company.

Except for Dr. Ashok Kumar none of the other Directors Key Managerial Personnel ofthe Company and their relatives are in any way concerned or interested in the proposedResolution.

The Board recommends the resolution for approval of the members. Members may note thatDr. Ashok Kumar is also proposed to be appointed as an Executive Director of the Companyas per Resolution set out at Item No. 7 of the Notice.

Pursuant to sections 196 and 203 and all other applicable provisions of the CompaniesAct 2013 (“the Act”) and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (including any statutory modification or re-enactmentthereof for the time being in force) read with Schedule V of the Act the appointment andremuneration payable to Dr. Ashok Kumar is proposed at the Annual General Meeting formembers approval.

Nomination and Remuneration Committee at its Meeting held on 30th May 2015has recommended the appointment of Dr. Ashok Kumar as an Executive Director aftersatisfying all the conditions set out in Part-I of Schedule V to the Act as alsoconditions set out under sub-section 3 of section 196 of the Act for being eligible forhis appointment.

Dr. Ashok Kumar is M.E. (Chemical Engineer) and Ph.D. (Pulp Processing) and has wideand varied experience over three decades in the Paper Industry. He does not hold anyEquity Share in the Company. The Board is of the view that Dr. Ashok Kumar’sknowledge and experience will be of immense benefit and value to the Company andtherefore recommends his appointment to the Members as per Resolution set out at Item No.7 of the Notice.

Apart from Dr. Ashok Kumar who would be interested in his appointment and remunerationnone of the other Directors Key Managerial Personnel of the Company and their relativesare concerned or interested in the proposed Special Resolution.

The Directors recommend the Special Resolution to the members for their approval.

The Board of Directors based on the recommendation of Nomination and RemunerationCommittee at its meeting held on 17th May 2014 appointed Mr. ArunkumarMahabirprasad Jatia as a Whole-time Director designated as Executive Chairman of theCompany for a period of 5 years with effect from 1st June 2014 to 31stMay 2019. The said appointment and payment of remuneration to him for a period of threeyears was also approved by the shareholders at the Forty Ninth Annual General Meeting ofthe Company held on 13th September 2014. Since at the time of appointment Mr.Jatia was a foreign citizen his appointment was also approved by the Central Governemntvide its approval letter dated 17th November 2014.

Mr. Jatia is associated with the Company for more than 17 years and has contributedtowards the growth of Company. Mr. Jatia is B.S. (Finance & Business Economics) withwide experience in business and finance. The Nomination and Remuneration Committee had atits meeting held on 30th May 2015 approved a revision in one of thecomponents detailed below of remuneration payable to Mr. Arunkumar Mahabirprasad Jatiaand recommended the same to the Board of Directors.

The Board of Directors by a resolution passed on May 30 2015 approved a revision inremuneration payable to Mr. Arunkumar Mahabirprasad Jatia Executive Chairman with effectfrom 1st July 2015 for the residual period of his tenure upto 31stMay 2019.

The revision in remuneration of Mr. Arunkumar Mahabirprasad Jatia as stated above issubject to the approval of the Members and of the Central Government and other statutoryauthorities if any. All other terms and conditions in respect of his appointment asapproved at the Annual General Meeting held on 13th September 2014 remainunchanged.

Except Mr. Arunkumar Mahabirprasad Jatia promoter who together with his children holdin aggregate 7781957 shares of the Company none of the other Directors Key ManagerialPersonnel of the Company and their relatives are in any way concerned or interested inthe proposed Special Resolution.

The Resolution as set out in Item No. 8 of the Notice is recommended by the Directorsto be passed as Special Resolution.

A copy of the approval of Central Government dated 17th November 2014 isopen for inspection by the members at the Registered Office of the Company between 2.00p.m. to 4.00 p.m. on any working day except Sunday.

Pursuant to the provisions of the Companies Act 2013 and Revised clause 49 of theListing Agreement provides that all existing material related party contracts orarrangements which are likely to continue beyond March 31 2015 shall be placed forapproval of the shareholders in the first General Meeting subsequent to October 01 2014.

In compliance with the above provisions the agreements already entered into and thetransactions to be continued with the parties as specified in the proposed specialresolution are placed for your approval. It may be noted that the related parties to thetransaction shall abstain from voting on such resolutions.

Pudumjee Hygiene Products Ltd and Thacker & Company Ltd. are related parties. Mr.A. K. Jatia may be deemed to be interested in these related parties.

None of the other Directors Key Managerial Personnel of the Company and theirrelatives are concerned or interested in proposed resolution.

The Resolution at Item No. 9 of the Notice is recommended by the Directors to be passedas a Special Resolution.

The Board of Directors at their meeting held on 30th May 2015 approved andrecommended the invitation and acceptance of fixed deposits from the members and theGeneral Public pursuant to Section 73 to 76 of the Companies Act 2013 and Companies(Acceptance of Deposits) Rules 2014 to meet the working capital needs.

In compliance with the above provisions of the Act and the Rules the Company isrequired to obtain approval of its shareholders for acceptance of Fixed Deposits from themembers of the Company and as such approval of the members by way of Special Resolutionis being sought. It may be noted that the deposits to be accepted will be unsecured and ashas been allowed by Central Government will be insured as and when insurance cover will beavailable in market or till 31st March 2016 whichever is earlier.

Pursuant to the Companies (Acceptance of Deposits) Rules 2014 proposed “Circularor circular in the form advertisement” for Deposit Scheme will be valid until expiryof the six months from the date of closure of Financial Year in which it is issued oruntil the date on which the financial statements are laid before the company in AnnualGeneral Meeting.

None of the Directors Key Managerial Personnel of the Company and their relatives areconcerned or interested financially or otherwise in the proposed Special Resolution.

The Resolution at Item No. 10 of the Notice is recommended by the Directors to bepassed as a Special Resolution.

The Company is required under Section 148 of the Companies Act 2013 to have the auditof its cost records relating to “PAPER” conducted by a Cost Accountant inPractice. The Board of Directors of the Company has on the recommendation of the AuditCommittee approved the appointment and remuneration of Messrs Y. R. Doshi & Co. theCost Accountants to conduct audit of cost records of the Company for products coveredunder the Companies (Cost Records and Audit) Rules 2014 for the Financial Year ending 31stMarch 2016 at a remuneration of ' 135000/- lacs.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the remuneration payable to the CostAuditors as recommended by the Audit Committee and approved by the Board of Directorsneeds to be approved by the members of the Company.

k None of the Directors Key Managerial Personnel of the Company and their relativesare concerned or interested financially or otherwise in the proposed OrdinaryResolution.

The Resolution at Item No. 11 of the Notice is recommended by the Directors to bepassed as a Ordinary Resolution.

Mr. Ved Prakash Leekha the Whole-time Director of the Company since 1stApril 2000 was last re-appointed as Managing Director of the Company for a period of 5years with effect from 1st April 2014 and the remuneration and other benefitswere fixed for a period of 3 years from that date.

The Management now proposes to revise his remuneration and other benefits with effectfrom 01st April 2015 till 31st March 2017 as given in theaccompanying resolution.

Mr. Ved Prakash Leekha is a B.E. (Mechanical) and has been associated with the Companysince 2000. He has a wide and varied experience of over four decades in Paper Industry.The Board of Directors and its Nomination and Remuneration Committee at their meetingsheld on 01st August 2015 have approved and recommended the payment of therevised remuneration as aforesaid.

Except Mr. Ved Prakash Leekha none of the other Directors Key Managerial Personnel ofthe Company and their relatives are in any way concerned or interested in the proposedSpecial Resolution.

The Resolution at Item No.12 of the Notice is recommended by the Directors to be passedas a Special Resolution.

Mr. Surendra Kumar Bansal was appointed as Whole-time Director of the Company witheffect from 1st February 2005 was last re-appointed for a period of 5 yearswith effect from 1st April 2014 and the remuneration and other benefits werefixed for a period of 3 years from that date.

The Management now proposes to revise his remuneration and other benefits with effectfrom 01st April 2015 till 31st March 2017 as given in theaccompanying resolution.

Mr. S.K. Bansal is a Bachelor of Commerce Associate member of the Institute ofChartered Accountants of India and of the Institute of Company Secretaries of India andhas been associated with the Company since 1984. He has a wide and varied experience infinance accounts corporate law and taxation matters. The Board of Directors and itsNomination and Remuneration Committee at their meetings held on 01st August2015 have approved and recommended the payment of the revised remuneration as aforesaid.

Except Mr. S. K. Bansal who holds NIL shares his relatives hold 206 shares of theCompany none of the other Directors Key Managerial Personnel of the Company and theirrelatives are in any way concerned or interested in the proposed Special Resolution.

The Resolution at Item No.13 of the Notice is recommended by the Directors to be passedas a Special Resolution.

By Order of the Board

Pudumjee Pulp & Paper Mills Limited

R. M. KULKARNI

Company Secretary.