Statement setting out material facts pursuant to Section 102 of the Companies Act2013("the Act") forming part of the notice.
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee appointed Smt. Kumudini Kiran Mehta as an Additional Director with effect fromMarch 28 2015 to hold office as Director till the date of the Annual General Meetingpursuant to Section 161 of the Act.
Smt. Kumudini Kiran Mehta aged 61 years is a B.A. in Philosophy and Psychology Shehas been very active in the area of Social Work and Counselling she has done laudable workin ensuring woman in social distress. Live a life of dignity through the NGO - Bapnu Gharwhere she has also held key positions both as Hon. Secretary and JT. Hon. Secretary
In terms of Section 149 and other applicable provisions of the Act Smt. Kumudini KiranMehta being eligible is proposed to be appointed as an Independent Director of theCompany for a term of 5 (five) consecutive years from March 28 2015 upto March 27 2020not being liable to retire by rotation. The Company has received a Notice in writing froma Member of the Company along with the deposit of requisite amount under Section 160 ofthe Act proposing the candidature of Smt. Kumudini Kiran Mehta for the office of Directorof the Company.
Smt. Kumudini Kiran Mehta has consented to act as a Director of the Company and hasgiven a declaration to the Board that she meets the criteria of independence as providedunder Section 149(6) of the Act. In the opinion of the Board Smt. Kumudini Kiran Mehtafulfills the conditions specified in the Act and the Rules thereunder for appointment asIndependent Director and she is independent of the management.
The terms and conditions of appointment of Smt. Kumudini Kiran Mehta as IndependentDirector are available for inspection at the Registered Office of the Company duringnormal business hours on all working days and is also placed on the website of thecompany.
Having regard to the qualifications experience and knowledge her appointment as anIndependent Director will be in the interest of the Company. The Board recommends theresolution as set out at Item no. 5 of the accompanying Notice for the approval by themembers of the Company by way of an Ordinary Resolution.
Except Smt. Kumudini Kiran Mehta none of the other Directors and Key ManagerialPersonnel of the Company and their respective relatives is concerned or interestedfinancially or otherwise in the resolution.
The Articles of Association of the Company as currently in force was originally adoptedwhen the Company was incorporated under the Companies Act 1956 and further amendmentswere adopted pursuant to the provisions under the Companies Act 1956 from time to timeover the past several years.
Substantive changes made through the Companies Act 2013 require suitable changes inthe existing Articles of Association of the Company. Further the references to thespecific sections of the Companies Act 1956 in the existing Articles of Associationbeing no longer in conformity with the Companies Act 2013 also require changes.
Accordingly the Company proposes to approve and adopt a new set of Articles ofAssociation prepared after taking into account all the provisions of the Companies Act2013 and Rules made thereunder.
None of the Directors/Key Managerial Personnel of the Company/their relatives are inany way concerned or interested financially or otherwise in the Special Resolution setout at item No. 6 of the Notice.
The Board recommends the Special Resolution set out at item No. 6 of the Notice forapproval by the members.
A copy of the existing Articles of Association and of the proposed new set of Articlesof Association will be open for inspection by Members at the Registered Office of theCompany during normal working hours between 11.00 a.m. and 1.00 p.m. on all working days(except Saturdays Sundays and Public Holidays).
For and on behalf of the Board of Directors
Bhagwandas T Doshi