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Kovalam Investment & Trading Co. Ltd.

BSE: 505585 Sector: Financials
NSE: N.A. ISIN Code: INE735U01011
BSE 05:30 | 01 Jan Kovalam Investment & Trading Co. Ltd
NSE 05:30 | 01 Jan Kovalam Investment & Trading Co. Ltd

Kovalam Investment & Trading Co. Ltd. (KOVALAMINVESTM) - Chairman Speech

Company chairman speech

The following Explanatory Statement sets out all material facts relating to the SpecialBusiness mentioned in the accompanying Notice:

Item Nos. 3

Navdeep Sharma (DIN: 00454285) who was a director retiring by rotation wasre-designated as an Independent Director in the Board of Directors meeting held on15.03.2015. Now his period of office is not liable to retirement by rotation under theprovisions of Companies Act 2013.. In compliance of the provisions of section 149 of theCompanies Act 2013 and Clause 49 of the Listing Agreement the Board of Directors hasrecommended the appointment of Sh Navdeep Sharma (DIN: 00454285) as an IndependentDirector for a period of 3 years commencing from this Annual General Meeting up to theconclusion of Annual General Meeting to be held in the calendar year 2018. A notice hasbeen received from a member proposing his candidature for the office of IndependentDirector. Sh Navdeep Sharma is not disqualified in terms of Section 164 of the Act and hasgiven his consent. Sh Navdeep Sharma has given a declaration to the Board that he meetsthe criteria of independence as provided under section 149 of the Act. He fulfils theconditions specified in the Act and the Rules framed there under for appointment asIndependent Director and he is independent of the management. In compliance with theprovisions of section 149 read with Schedule IV of the Act His appointment as IndependentDirector is now placed before the Members for their approval.

Copy of the draft letter for appointment of Navdeep Sharma (DIN: 00454285) as anIndependent Director setting out the terms and conditions is available for inspection bymembers at the Registered Office of the company.. The Board recommends the OrdinaryResolution set out at Item No 3 of. the Notice for approval by the shareholders.

Sh Navdeep Sharma is interested in the resolution set out at Item No 3 of the Noticewith regard to his appointment.

Save and except the above none of the other Directors / Key Managerial Personnel ofthe Company / their relatives is in any way concerned or interested financially orotherwise in the resolution.

Item No. 4

Sh Gagnish Kumar Bhalla (DIN: 00468806) who was a director retiring by rotation wasre-designated as an Independent Director in the Board of Directors meeting held on15.03.2015. Now his period of office is not liable to retirement by rotation under theprovisions of Companies Act 2013.. In compliance of the provisions of section 149 of theCompanies Act 2013 and Clause 49 of the Listing Agreement the Board of Directors hasrecommended the appointment of Sh Gagnish Kumar Bhalla (DIN: 00468806) as an IndependentDirector for a period of 3 years commencing from this Annual General Meeting up to theconclusion of Annual General Meeting to be held in the calendar year 2018. A notice hasbeen received from a member proposing his candidature for the office of IndependentDirector. Sh Gagnish Kumar Bhalla is not disqualified in terms of Section 164 of the Actand has given his consent. Sh Gagnish Kumar Bhalla has given a declaration to the Boardthat he meets the criteria of independence as provided under section 149 of the Act. Hefulfils the conditions specified in the Act and the Rules framed there under forappointment as Independent Director and he is independent of the management. In compliancewith the provisions of section 149 read with Schedule IV of the Act His appointment asIndependent Director is now placed before the Members for their approval.

Copy of the draft letter for appointment of Sh Gagnish Kumar Bhalla (DIN: 00468806) asan Independent Director setting out the terms and conditions is available for inspectionby members at the Registered Office of the company.. The Board recommends the OrdinaryResolution set out at Item No 4 of the Notice for approval by the shareholders.

Sh Gagnish Kumar Bhalla is interested in the resolution set out at Item No 4 of theNotice with regard to his appointment.

Save and except the above none of the other Directors / Key Managerial Personnel ofthe Company / their relatives is in any way concerned or interested financially orotherwise in the resolution.

Item No. 5

Ms Ruchika Oswal (DIN: 00565979) was appointed an Additional Director (women Director)of the Company on 27.03.2015 to hold office up to the next Annual General Meeting of theCompany. The company has also received a notice under Companies Act 2013 from a member ofthe Company along with requisite deposit signifying his intention to propose theappointment of Ms Ruchika Oswal (DIN: 00565979). The company has also received consentfrom her under the Companies Act 2013 to act as a Director of the Company if appointed.

The Board recommends the Ordinary Resolution set out at Item No. 5. of the Notice forapproval by the shareholders.

Ms Ruchika Oswal (DIN: 00565979) is interested in the resolution set out at Item No 5.of the Notice with regard to her appointment. The relatives of Ms Ruchika Oswal may bedeemed to be interested in the said resolution to the extent of their shareholdinginterest if any in the Company.

Save and except the above none of the other Directors / Key Managerial Personnel ofthe Company / their relatives is in any way concerned or interested financially orotherwise in the resolution.

Item No. 6

Mr Pawan Kumar Sharma (DIN: 07163131) was appointed an Additional Director of theCompany on 11.05.2015 to hold office up to the next Annual

General Meeting of the Company. The company has also received a notice under CompaniesAct 2013 from a member of the Company along with requisite deposit signifying hisintention to propose the appointment of Mr Pawan Kumar Sharma (DIN: 07163131). The companyhas also received consent from her under the Companies Act 2013 to act as a Director ofthe Company if appointed. The Board recommends the Ordinary Resolution set out at ItemNo. 6. of the Notice for approval by the shareholders.

Mr Pawan Kumar Sharma (DIN: 07163131) is interested in the resolution set out at ItemNo 6. of the Notice with regard to his appointment.

Save and except the above none of the other Directors / Key Managerial Personnel ofthe Company / their relatives is in any way concerned or interested financially orotherwise in the resolution

For and on behalf of the Board
Sd/-
Navdeep Sharma
Palce: Ludhiana Chairman
Date : 03.09.2015 (DIN No.0454285)