(PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT 2013)
Item No. 3
This Statement is provided though strictly not required as per Section 102 of the Act.
RATIFICATION OF APPOINTMENT OF STATUTORY AUDITOR
M. V. Ghelani & Co. Chartered Accountants (Firm Registration No. 119077W) wasappointed as the statutory auditor of the Company at the Annual General Meeting (AGM) ofthe Company held on September 15 2014 for a period of three years from the conclusion ofthe 18th AGM till the conclusion of the third consecutive AGM of the company tobe held in the year 2017 subject to ratification of their appointment at every AGM.
Accordingly ratification of the Members is being sought for the proposal contained inthe Resolution set out at Item No. 3 of the accompanying Notice.
None of the Directors and Key Managerial Personnels of the Company or theirrelatives is interested in or concerned with the said Resolution. The Board recommends theresolution set forth in Item No. 3 for the approval of the Members as an OrdinaryResolution.
Item No. 4
REGULARIZATION OF APPOINTMENT OF MS. NIDHI SALAMPURIA AS A DIRECTOR OF THE COMPANY
As per the provisions of Section 149 (1) of the act the company should have atleast 1(one) woman director. Keeping in view the above legal requirements the Board hasappointed Ms. Nidhi Salampuria as Additional Director with effect from April 01 2015.
Ms. Nidhi Salampuria is not disqualified from being appointed as a Director in terms ofSection 164 of the Act and has given her consent to act as a Director. She holds 50 no. ofequity shares in the Company.
As per the provisions of Section 161 (1) of the Act she holds office of AdditionalDirector only upto the date of the forthcoming Annual General Meeting of the Company andis eligible for appointment as Director. The Company has received a notice under Section160 of the Act proposing her candidature for the office of Director of the Company alongwith the requisite deposit.
A brief profile of Ms. Nidhi Salampuria is given below:
Ms. Nidhi Salampuria joined the Company as a Compliance Officer of the Company in termsof Clause 47(1) of the Stock Exchange Listing Agreement effective August 16 2011 and wasdesignated as a Whole Time Company Secretary w.e.f. September 16 2011.
She along with the secretarial duties also handles the legal function and businessaffairs of the company. She also has rich experience in the streams of Law likeLitigation Contract Negotiations and Corporate Governance. She holds a Bachelor of Law(LLB) degree from the University of Mumbai and is also a member of the Institute ofCompany Secretaries of India.
None of the Director or Key Managerial Personnels of the Company or theirrelatives (except Ms. Nidhi Salampuria) is interested in or concerned with the saidResolution. The Board recommends the resolution set forth in Item No. 4 for the approvalof the Members as an Ordinary Resolution.
Item No. 5
APPROVAL FOR LIMIT OF BORROWING UNDER SECTION 180 (1) (c)
Section 180(1)(c) of the Companies Act 2013 effective from September 12 2013 requiresthat the Board of Directors shall not borrow money in excess of the companys paid upshare capital and free reserves apart from temporary loans obtained from thecompanys bankers in the ordinary course of business except with the consent of thecompany accorded by way of a special resolution.
Keeping in view the above legal requirements it is necessary for the members to pass aSpecial Resolution under Section 180(1)(c) and other applicable provisions of theCompanies Act 2013 as set out at Item No. 5 of the Notice to enable to the Board ofDirectors to borrow money in excess of the aggregate of the paid up share capital and freereserves of the Company. Approval of members is being sought to borrow money upto Rs.75.00 Crores (Rupees Seventy Five Crores Only).
None of the Directors and Key Managerial Personnels of the Company or theirrelatives is interested in or concerned with the said Resolution. The Board recommends theresolution set forth in Item No. 5 for the approval of the Members as a SpecialResolution.
Item No. 6
APPROVAL FOR CREATION OF CHARGES UNDER SECTION 180 (1) (a)
Section 180 (1)(a) of the Companies Act 2013 provides interalia that the Board ofDirectors of the Company shall not except with the consent of the Company through SpecialResolution sell lease or otherwise dispose of the whole or substantially the whole ofthe undertaking of the Company or where the Company owns more than one undertaking thewhole or substantially the whole of any such undertakings.
Keeping in view the above legal requirements it is necessary to pass an enablingSpecial Resolution to create mortgages charges and hypothecations in addition to theexisting mortgages charges and hypothecations on all or any of the movable and/orimmovable properties both present and future and/or on the whole or substantially thewhole of the undertaking or the undertakings of the Company in favour of the Banks andFinancial Institutions Trustees etc. for securing the requisite finance upto a maximumof Rs. 75.00 crores (Rupees Seventy Five Crores only). Since mortgaging by the Company ofits immovable and moveable properties as aforesaid in favour of the Financial Institutions/Banks /Trustees may be regarded as disposal of the Companys properties/undertakings it is necessary for the members to pass a Special Resolution under Section180 (1)(a) of the Companies Act 2013 for a sum of not exceeding Rs. 75.00 crores (RupeesSeventy Five Crores only) in line with the borrowing powers envisaged authorizing theBoard of Directors for creation of the said mortgages/ charges.
None of the Directors and Key Managerial Personnels of the Company or theirrelatives is interested in or concerned with the said Resolution. The Board recommends theresolution set forth in Item No. 6 for the approval of the Members as a SpecialResolution.
ITEM NO. 7
APPROVAL FOR RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT 2013AND CLAUSE 49 OF THE LISTING AGREEMENT
The revised provisions of Clause 49 of the Listing Agreement effective from October 12014 require approval of shareholders by way of Special Resolution for material relatedparty transactions. There is no exemption there under even if such transaction is in theordinary course of business of the entity and on arms length basis. A transactionwith a related party shall be considered material under Clause 49 of the ListingAgreement if the transaction / transactions in a contract to be entered into individuallyor taken together with previous transactions during a financial year exceed(s) tenpercent of the annual consolidated turnover of the company as per the last auditedfinancial statements of the company.
The approval of the Shareholders for the transactions entered into and carried out withthe Related Parties from time to time in the ordinary course of business and atarms length price during the Financial year 2014-15 and for every financial yearthereafter is being sought by way of abundant caution and as a proactive measure.
Further Section 188 of the Companies Act 2013 provides that except with the consentof the Board of Directors given by a resolution at a meeting of the Board and subject tosuch conditions as prescribed in rules framed in this regard no company shall enter intoany contract or arrangement with a related party with respect to transactions specifiedtherein. It is further provided that in case of a company having paid- up share capital ofnot less than such amount or transactions not exceeding such sums as are prescribed in therules framed in this regard no contract or arrangement shall be entered into except withthe approval of the company by a special resolution. It is further provided that nothingin this sub- section shall apply to any transaction entered into by the company which areentered in its ordinary course of business and are at arms length.
Prior approval of shareholders is required for the transactions that are not in theordinary course of business and not at an arms length basis. Though your Companyalways seeks to enter into transactions with related parties in the ordinary course ofbusiness and/or at arms length basis still as a better corporate governancemeasure it is considered desirable to have the consent of the Members in respect ofrelated party transactions.
Pursuant to rule 15(3) of Companies (Meetings of Board and its Powers) Rules 2014 thenature of transactions with the related parties is provided in the said resolution.
The transactions entered with the Related Parties were placed before the AuditCommittee. The said transactions were approved and recommended to the Board.
The members are further informed that no member(s) of the Company being a related partyor having any interest in the resolution as set out at item No. 7 shall be entitled tovote on this Special Resolution.
None of the Directors other than those representing the related parties (if any) KeyManagerial Personnels of the Company or their relative(s) are interested and/orconcerned with the said Resolution. The Board recommends the resolution set forth in ItemNo. 9 for the approval of the Members as a Special Resolution.
| ||By Order of the Board of Directors |
| ||Gautam Khandelwal |
| ||Chairman |
| ||DIN No. (00270717) |
|Place: Mumbai || |
|Date: August 07 2015 || |
|Registered Office : || |
|"Nirmal" 20 Floor Nariman Point Mumbai 400021 || |
|CIN: L40100MH1996PLC104361 || |
|Website: www.nagpurpowerind.com || |