You are here » Home » Companies » Company Overview » Tirupati Sarjan Ltd

Tirupati Sarjan Ltd.

BSE: 531814 Sector: Infrastructure
NSE: N.A. ISIN Code: INE297J01023
BSE 00:00 | 26 Mar 13.50 -0.05
(-0.37%)
OPEN

14.15

HIGH

14.15

LOW

12.90

NSE 05:30 | 01 Jan Tirupati Sarjan Ltd
OPEN 14.15
PREVIOUS CLOSE 13.55
VOLUME 7213
52-Week high 24.40
52-Week low 11.00
P/E 8.33
Mkt Cap.(Rs cr) 45
Buy Price 12.90
Buy Qty 791.00
Sell Price 14.20
Sell Qty 1000.00
OPEN 14.15
CLOSE 13.55
VOLUME 7213
52-Week high 24.40
52-Week low 11.00
P/E 8.33
Mkt Cap.(Rs cr) 45
Buy Price 12.90
Buy Qty 791.00
Sell Price 14.20
Sell Qty 1000.00

Tirupati Sarjan Ltd. (TIRUPATISARJAN) - Chairman Speech

Company chairman speech

Shri Jayraj Purushottamdas Mehta Patel and Shri Dayabhai Lallubhai Patel being eligibleand offering themselves for appointment are proposed to be appointed as IndependentDirectors under Section 149 and all other applicable provisions of the Companies Act 2013and as per Clause 49 of the Listing Agreement to hold the office upto 5 (FIVE)consecutive years for a term up to the conclusion of the 25th Annual GeneralMeeting of the Company in the calendar year 2020.

Shri Jayraj Purushottamdas Mehta Patel and Shri Dayabhai Lallubhai Patel are notdisqualified from being appointed as Directors in terms of Section 164 of the Act and havegiven their consent to act as Director. The Company has received notices in writing frommembers along with the deposit of requisite amount under Section 160 of the Act proposingthe candidatures of Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patel forthe office of Director of the Company.

The Company has also received declarations from Shri Jayraj Purushottamdas Mehta andShri Dayabhai Lallubhai Patel that they meet with the criteria of independence asprescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of theListing Agreement.

In the opinion of the Board Shri Jayraj Purushottamdas Mehta and Shri DayabhaiLallubhai Patel fulfill the conditions for appointment as Independent Directors asspecified in the Act and the Listing Agreement. Shri Jayraj Purushottamdas Mehta and ShriDayabhai Lallubhai Patel are independent of the management.

Brief resume of Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patelnature of their expertise in specific functional areas and names of companies in whichthey hold directorships and memberships / chairmanships of Board Committees shareholdingand relationships between directors inter-se as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges are provided in the Corporate Governance Reportforming part of the Annual Report.

Copy of the draft letters for respective appointment of Shri Jayraj PurushottamdasMehta and Shri Dayabhai Lallubhai Patel as Independent Directors setting out the terms andconditions is available for inspection by members at the Registered Office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the ListingAgreement with the Stock Exchanges. Shri Jayraj Purushottamdas Mehta and Shri DayabhaiLallubhai Patel are interested in the resolutions set out at Item No. 6 & 7respectively of the Notice with regard to their respective appointments.

The relatives Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patel may bedeemed to be interested in the resolutions set out respectively at Item No. 6 & 7 ofthe Notice to the extent of their shareholding interest if any in the Company. Save andexcept the above none of the other Directors / Key Managerial Personnel of the Company /their relatives are in any way concerned or interested financially or otherwise inthese resolutions.

The Board commends the Ordinary Resolutions set out at Item Nos. 6 & 7 of theNotice for approval by the shareholders.

Item No. 8 & 9 Appointment of Smt. Bijal Parikh as Independent Director

Smt. Bijal Kiran Parikh was appointed as an additional director of the company w.e.f.31.03.2015 and as per the provisions of Section 161(1) of the Act she holds office ofAdditional Director only up to the date of the forthcoming Annual General Meeting of theCompany and is eligible for appointment as Director. The Company has received a noticeunder Section 160 of the Act proposing her candidature for the office of Director of theCompany along with the requisite deposit.

The Board has appointed her as an non-executive director and Smt. Bijal Kiran Parikhbeing eligible and offering herself for appointment is proposed to be appointed asIndependent Directors under Section 149 and all other applicable provisions of theCompanies Act 2013 and as per Clause 49 of the Listing Agreement to hold the office upto5 (FIVE) consecutive years for a term up to the conclusion of the 25th AnnualGeneral Meeting of the Company in the calendar year 2020.

Smt. Bijal Kiran Parikh is not disqualified from being appointed as Directors in termsof Section 164 of the Act and has given her consent to act as Director. The Company hasreceived notices in writing from members along with the deposit of requisite amount underSection 160 of the Act proposing the candidatures of Smt. Bijal Kiran Parikh for theoffice of Director of the Company.

The Company has also received declarations from Smt. Bijal Kiran Parikh that she meetswith the criteria of independence as prescribed both under sub-section (6) of Section 149of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board Smt. Bijal Kiran Parikh fulfills the conditions forappointment as Independent Directors as specified in the Act and the Listing Agreement.Smt. Bijal Kiran Parikh is independent of the management.

Brief resume of Smt. Bijal Kiran Parikh nature of their expertise in specificfunctional areas and names of companies in which they hold directorships and memberships /chairmanships of Board Committees shareholding and relationships between directorsinter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchangesare provided in the Corporate Governance Report forming part of the Annual Report.

Copy of the draft letters for respective appointment of Smt. Bijal Kiran Parikh asIndependent Directors setting out the terms and conditions is available for inspection bymembers at the Registered Office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the ListingAgreement with the Stock Exchanges. Smt. Bijal Kiran Parikh is interested in theresolutions set out at Item Nos. 8 & 9 of the Notice with regard to his respectiveappointments.

The relatives Smt. Bijal Kiran Parikh may be deemed to be interested in the resolutionsset out respectively at Item Nos. 8 & 9 of the Notice to the extent of theirshareholding interest if any in the Company.

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

The Board commends the Ordinary Resolutions set out at Item Nos. 8 & 9 of theNotice for approval by the shareholders.

Item No. 10 Increasing Authorized capital of the company

As the company has already issued convertible warrants which is going to be convertedinto equity shares in upcoming times it is required to increase the Authorised capital upto Rs. 17 Crores. To increase the Authorized capital up to Rs. 170000000/ - it isprior required to change capital clause of MOA.

The Board of Directors discussed the same and are of the opinion that the Authorizedcapital of the Company needs to be increased from Rs. 150000000/- (Rupees Fifteen Croreonly) divided into 30000000 (Three Crore) Equity Shares of Rs. 5/ - (Rupees Five only)each to Rs. 170000000/- (Rupees Seventeen Crore only) divided into 34000000/- (ThreeCrore Forty Lacs) equity shares of Rs. 5/- (Rupees Five only) each by further addition ofRs. 20000000/- (Rupees Two crore only) divided into 4000000 (Forty Lacs) equityshares of Rs. 5/- (Rupees Five only) each." As a result of increase in the authorizedcapital the clause V of the Memorandum of Association is also required to be suitablyamended.

Your Directors recommend the above as ordinary resolution.

None of the Directors may be deemed to be concerned or interested in this resolution.

Item No. 11 : Adoption of new set of Articles of Association

It is proposed to amend the existing Articles of Association to align it with theprovisions of the Companies Act 2013 including the Rules framed thereunder("Act") and adoption of specific sections from Table "F" to Schedule Ito the Act which sets out the model Articles of Association for a company limited byshares. Also the statutory provisions of the Act which permit a company to do some acts"if so authorized by its articles" or provisions which require a company to doacts in a prescribed manner "unless the articles otherwise provide" have beenspecifically included. Further certain provisions of existing Articles of Associationwhich are already part of the statute in the Act are proposed not to be reproduced in thenew Articles of Association so as to avoid duplication. Their non–inclusion wouldmake the new Articles of Association crisp concise and clear and would aid ease ofreading and understanding.

None of the Directors or Key Managerial Personnel of the Company or their relatives isin any way concerned or interested in the resolution.

The Board recommends the resolution set out at Item No. 8 of the Notice for yourapproval as special resolution.

Item No.12 to 15 : Increasing Monthly Remuneration of Directors of the company

Shri Jitendrakumar Ishvarlal Patel Shri Jashwantbhai Patel & Shri RuchirRushikeshbhai Patel were getting monthly remuneration of Rs. 200000/- (Rupees Two Laconly) upto 31st March 2015.

Shri Ankit Rajesh Shah is getting monthly remuneration of Rs. 100000/- (Rupees OneLac only) upto 31st March 2015. Looking at the roles and responsibilities of thedirectors of the company and scale of operations of the company having increased in last2-3 years and on recommendation of Remuneration committee your Board of directors haveproposed to revise the monthly remuneration of Shri Jitendrakumar Ishvarlal Patel upto Rs.300000/- (Rupees Three Lacs only) and of Shri Jashwantbhai Patel Shri RuchirRushikeshbhai Patel and Shree Ankit Rajesh Shah upto Rs. 250000 (Rupees Two Lac FiftyThousand only) w.e.f. 1st April 2015 vide resolution passed in its board meeting dated17th August 2015.

Your Board of Directors of the company recommends resolution No. 12 to 15 forincreasing the remuneration of Managing Directors / Whole time Directors of the company asSpecial Resolution.

None of the Directors of the Company except Shri Jitendrakumar Ishvarlal Patel ShriJashwantbhai Patel Shri Ruchir Rushikeshbhai Patel and Shri Ankit Rajesh Shah and theirrelatives are interested in respective resolution No. 12 to 15.

I. GENERAL INFORMATION
1) Nature of Industry Realty Construction & infrastructure
2) Date or expected date of Commencement of commercial production. Existing Company and construction business of the company is successfully going on.
3) In case of new Companies expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus Existing Company and hence not applicable.
4) Financial Performance based on given indicators (As at 31st March 2015) Particulars Rs.. in Lacs
Turnover (Net Sales) 16222.91
Net Profit Before Tax 962.37
Net Worth 4233.85
5) Foreign Investments or Collaborators if any Company is holding 69% stakes in Tirupati Development (U) Limited.
II. INFORMATION ABOUT THE APPOINTEES :
1) Background Details 1. Jitendrakumar Ishvarlal Patel (Managing Director)
2. Jashwantbhai Patel (Managing Director)
3. Ruchir Rushikeshbhai Patel (Whole Time Director)
4. Ankit Rajesh Shah (Whole Time Director)
2) Past Remuneration 1. Jitendrakumar Ishvarlal Patel – 2 Lac p.m.
2. Jashwantbhai Patel - 2 Lac p.m.
3. Ruchir Rushikeshbhai Patel – 2 Lac p.m.
4. Ankit Rajesh Shah – 1 Lac p.m.
3) Recognition or Awards Mr. Jitendrakumar Ishvarlal Patel awarded Green
Ambassador of Gujarat Indira Priyadarshini Vriksh
Mitra National Award Patidar Ratna Award Best
Farmer Award.
4) Job Profile and their suitability 1. Mr. Jitendrakumar Ishvarlal Patel is Diploma in Civil Engineering. He has experience of 28 years in the field of Construction & infrastructure.
2. Mr. Jashwantbhai Patel is Diploma in Civil Engineering. He has experience of 31 years in the field of Construction & infrastructure.
3. Mr. Ruchir Rushikeshbhai Patel is B.Tech (Civil) & M.S. in Construction Management from U.S.A. He has experience of 6 years in the field of Construction & infrastructure.
4. Mr. Ankit Rajesh Shah is B.Tech (Civil) & M.S. in Construction Management from U.S.A. He has experience of 4 years in the field of Construction & infrastructure.
5) Remuneration Proposed 1. Jitendrakumar Ishvarlal Patel – 3 Lac p.m.
2. Jashwantbhai Patel – 2.5 Lac p.m.
3. Ruchir Rushikeshbhai Patel – 2.5 Lac p.m.
4. Ankit Rajesh Shah – 2.5 Lac p.m.
6) Comparative remuneration profile with respect to industry size of the company profile of the position and person. The proposed remuneration is commensurate with level skills experience of the appointees. The remuneration proposed is in line with and prevailing in similar industry and having regard to the size of the Company.
7) Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel if any All four directors belongs to promoter group and KMP of the Company and apart from this there is no monetary or pecuniary relations whether directly or indirectly with the company.
III. OTHER INFORMATION :
1) Reasons of loss or inadequate profits Due to recession in the realty construction & infrastructure industry profit for the financial year ended on 31st March 2015 was inadequate for payment of such remuneration.
2) Steps taken or proposed to be taken for improvement Efforts are made for cost cutting for improving margins. Further other administrative and other expenses will be controlled.
3) Expected increase in productivity and profits in measurable terms. Strict steps will be taken to control fixed costs andinventory costs which will enable Company to improve its turnover and profits in years to come with normative numbers calculated with reference to good returns from the Realty Industry.

Item No.16 : Shifting of Registered Office of the Company

Shifting of registered office of a company outside the local limits of any city or townrequires approval of the Members by way of Special Resolution. The Registered Office ofthe Company is presently situated at Visnagar. With a view to improve the operationalefficiency the Board of Directors considered and subject to approval of the Membersapproved the proposal for shifting the registered office to Ahmedabad. The proposedlocation is outside the local limits of Visnagar and therefore requires approval of theMembers by way of special resolution. If approved the registered office will be moved toA-111213 Satyamev Complex Opp. Gujarat High Court S.G. Highway Ahmedabad –380060 with effect from September 30 2015.

The Directors recommend the approval of the special resolution.

None of the Directors and the Key Managerial Personnel of the Company and theirrelatives is concerned or interested financial or otherwise in the resolution set out atItem No.16.

BY ORDER OF THE BOARD
For TIRUPATI SARJAN LIMITED
Sd/-
PLACE: VISNAGAR [Bhailalbhai Babulal Shah]
DATE: 17.08.2015 Chairman
DIN : 00133479
Registered Office Corporate Office
5 M.K. Patel Market A/11 12 13 Satyamev Complex
Kansa Char Rasta Opposite Gujarat High Court
Visnagar – 384315 Gujarat India S.G. Highway
Ahmedabad – 380060 Gujarat India