- Section: section 184 and other applicable provisions,
if any, of the Companies Act, 2013
- Subject Matter: To take note of disclosure of interest made by
directors
- Authority: Board of directors
Specimen Resolution
“RESOLVED THAT notice of Disclosure of Interest in Form MBP-1
received from all the directors pursuant to Section 184(1) of The Companies
Act, 2013 read with Rule 9(1) of The Companies (Meetings Of Board And Its
Powers) Rules, 2014 for the Financial Year 2014-15 be and are hereby
taken on the record.
RESOLVED FURTHER THAT
Shri
, Director of the company be and is hereby authorised to keep
Form MBP-1 in his safe custody in accordance with the provisions of Rule 9(3)
of The Companies (Meetings Of Board And Its Powers) Rules, 2014.
RESOLVED FURTHER THAT
pursuant to provisions of section 117, 179(3) read with Rule 8 of The Companies
(Meetings Of Board And Its Powers) Rules, 2014 company do file Form MGT 14 with
the Registrar of Companies and Shri
, Director is authorized to digitally sign
Form MGT 14 and to give such declarations as specified in the form on behalf of
the company."
.Section : 149 (1) of The Companies Act, 2013
2.Subject
matter : Resolution
For Appointment Of Woman Director Of The Company
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
“RESOLVED THAT pursuant
to Sections 149, 152, 164 read with the rule of the
Companies (Appointment and Qualifications of Directors) Rules
2014, and any other applicable provisions of the Companies Act, 2013
and the Companies (Appointment & Qualification of Directors) Rules, 2014
Mrs.
, who was appointed as Additional Director by the Board of
Directors of the company pursuant to section 161(1) of the Companies Act, 2013
and who holds office upto the conclusion date of this AGM and in respect of whom
the Company has received a notice under section 160(1) of Companies Act, 2013
from a member proposing her candidature for the office of a Director, be
and is, hereby, appointed as the Director of the Company liable to retire by
rotation.”
Explanatory Statement:
In order to
strengthen the Board and to empower women and in compliance of Section 149(1)
of Companies Act, 2013 board of directors has appointed
as Additional Director of the company under
the provision of sec. 161(1) of the Companies Act, 2013 with effect from
to hold office up to conclusion of
the following AGM.
Notice in
writing from member under sec. 160(1) of the Companies Act 2013 has been
received along with a deposit of Rs. 1,00,000/- proposing the
appointment of Mrs.
as Director. Mrs.
Savitri Kandoi, if appointed, will be liable to retire by rotation.
The Company has
received from Mrs.
(i) consent in writing to act as director in Form DIR-2
pursuant to Rule 8 of Companies (Appointment & Qualification of Directors)
Rules, 2014 and (ii) intimation in Form DIR-8 in terms of Companies
(Appointment & Qualification of Directors) Rules, 2014 to the effect that
she is not disqualified under sub section (2) of section 164 of the Companies
Act, 2013,.
Her brief
resume is provided in the corporate governance report forming part of the
Annual report.
The relatives
of Mrs.
may be deemed to be interested in the resolutions set out at
Item No. of the
Notice, to the extent of their shareholding interest, if any, in the Company.
No director,
Key Managerial Personnel or their relatives, except Mr. Name of
the intersted Directors ( if any) , is interested or concerned in the
resolution.
The Board
commends the ordinary resolution set forth in Item No.
for the approval of the members.
Passing Authority :General Meeting
Nature of Resolution : Special resolution
Related Sections: Section 73 and 76 of the Companies Act, 2013.
Subject: Acceptance of Unsecured Deposits by the
Company.
"RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 and other applicable provisions, if any, and subject to such conditions,
approvals, permissions, as may be necessary, consent of the members be and is
hereby accorded to the Company inviting/accepting/renewing unsecured
deposits from its members.
FURTHER RESOLVED THAT Mr.
, Chairman & Managing Director, be and
is hereby authorised to issue the circular / circular in the form of
advertisement in Form no DPT-1 , which has been approved by the Board of
Directors of the Company at their meeting and file DPT-1 with the
Registrar before 30 days of issuing to the pulic.
FURTHER RESOLVED THAT for the purpose of giving effect to this Resolution, the
Board of Directors be and is hereby authorised to do such acts, deeds, matters
and things as they may in their absolute discretion consider necessary, proper,
expedient, desirable or appropriate and take all necessary and desirable steps
for the aforesaid purpose and matters incidental thereto."
1.Section
: 152 of The Companies Act,
2013
2.Subject
matter : Resolution
For Appointment Of Director Of The Company
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
"RESOLVED THAT pursuant to the
provisions of section 152 of the Companies Act ,2013 Mr.
be and is hereby appointed
as a director of the Company whose period of office will be liable to retire by
rotation."
1.Section
: 152 of The Companies Act,
2013
2.Subject
matter : Resolution For
Re- Appointment Of Director retiring by rotation
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies
Act,2013 Mr.
, who retires by rotation at
this Annual General Meeting and being eligible, offers himself for
re-appointment, be and is hereby re-appointed as a director of the company
whose period of office will be liable to be retire by rotation ."
1.Section : 149
of The Companies Act, 2013
2.Subject
matter : Resolution For Increase in the
number of Directors Of The Company.
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
"RESOLVED THAT pursuant to the provisions of section 149 of the Companies
Act,2013 and subject to the limits as prescribed in the articles of
association of the company, the consent of the shareholders be and
is hereby accorded to increase the number of directors of the
company from
to
."
1.Section
: 151 of The Companies Act,
2013
2.Subject matter : Resolution
For Appointment Of Small Shareholder Director Of The
Company
3.Authority : General
Meeting
Specimen Resolution
“RESOLVED THAT pursuant
to the provisions of section 151 of the Companies Act, 2013, and Rule 7 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, and subject
to the approval of small shareholders Mr.
, be and is hereby appointed
as a small shareholder director on the Board of Directors of the Company
for a period of three years w.e.f. ........., whose period of appointment
shall not be liable to retire by rotation, in the manner as
prescribed in the Act."
Explanatory
Statement
Section
151 of the Companies Act, 2013 read with Rule 7 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, provides that a listed company,
may upon notice of not less than one thousand small shareholders or one-tenth
of the total number of such shareholders, whichever is lower, have a small
shareholders’ director elected by the small shareholders.
As
per the said provisions, The Company has received on ................, a notice
from ............ small shareholders, being not less than one-tenth of the
total number of small shareholders, proposing the name of Mr.
, for being appointed as a small shareholders Director to
represent on the Board of Directors of the company.
Mr.
has provided his consent to his appointment and a declaration that he
meets the criteria of independence as provided in section 149 (6).A copy of the
notice received in this behalf is sent herewith.
The
tenure of office of Mr.
if
elected, will be for a period of 3 years w.e.f. ........... , whose period of
appointment shall not be liable to retire by rotation,
As
the Company is a listed company, the proposed business for election of Mr.
as a small shareholder shall be transacted only by means of
voting through a postal ballot. The necessary instructions for
facilitating exercise of voting right through postal ballot are sent herewith
along with notice.
None
of the other directors is interested or concerned in the resolution.
1.Section : 149,
152 of The Companies Act, 2013
2.Subject matter : Resolution
For Appointment Of Independent Director Of The Company
3.Authority : General
Meeting
4.Resolution : Ordinary
Resolution
Specimen Resolution
“RESOLVED THAT pursuant
to the provisions of Sections 149, 152 read with Schedule IV and all other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing
Agreement, Mr. who
was appointed as a Director liable to retire by rotation and in respect of whom
the Company has received a notice in writing under Section 160 of the Companies
Act, 2013 from a member proposing his candidature for the office of Director,
be and is hereby appointed as an Independent Director of the Company to hold
office for the period
to
, whose period of appointment shall not be liable to retire by rotation.”
Explanatory Statement
Mr.
is
a Non- executive Director of the Company liable to retire by rotation.
It
is proposed to appoint Mr.
as independent director in terms of
Section 149 and any other applicable provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement to hold office for a period of five years
consecutive years.
Notice
in writing from member under sec. 160(1) of the Companies Act 2013 has been
received along with a deposit of Rs. 1,00,000/- proposing the appointment
of Mr.
as
independent director.
The
Company has received consent in writing from Mr. to
act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment
& Qualification of Directors) Rules, 2014. The Company has received a
declaration from Mr.
that
he meet the criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and the Listing Agreement. In the
opinion of the Board Mr. fulfill
the conditions for appointment as Independent Director as specified in the
Companies Act, 2013. Mr. are
independent of the management.
Further,
Mr. is
not disqualified from being appointed as Director in terms of Section 164 of
the Companies Act, 2013 and have given their intimation in Form DIR-8 in terms
of Companies (Appointment & Qualification of Directors) Rules, 2014 to the
effect that they are not disqualified under sub section (2) of section 164 of
the Companies Act, 2013.
Copy
of the draft letters for his appointment as Independent Director setting
out the terms and conditions are available for inspection by members at the
Registered Office of the Company between 11.00 A.M. to 1.00 P.M. on any working
day upto the date of the AGM.
Mr.
is
interested in the resolutions set out respectively at Item No. of
the Notice with regard to their respective appointments.
The
relatives of Mr. may
be deemed to be interested in the resolutions set out respectively at Item No.
of the Notice, to the extent of their shareholding interest, if any, in the
Company.
Except
Mr. ( Name of the appointee director )none of
the other Directors / Key Managerial Personnel of the Company / their relatives
are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
1.Section : 196,
197 and 203 of The Companies Act, 2013
2.Subject
matter : Resolution For Increase
in Remuneration of Director of the Company
3.Authority
: General Meeting
4.Resolution
: Special Resolution
Specimen
Resolution
"RESOLVED THAT in
accordance with the provisions of Sections 196, 197 and 203 read with Schedule
V and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time
being in force), approval of the Company be and is hereby accorded to the
re-appointment of
as Whole Time Director of the Company, for a
period of 3 (three) years from
to
on the terms and conditions including remuneration as set out in the
Statement annexed to the Notice convening this Meeting. "
Explanatory Statement (Assumed
figures)
The Board of
directors at their meeting held on 10th day of July, 2014 on the
recommendation of the remuneration and nomination committee(if any) has
approved re-appointment of Mr.
as Whole Time Director for a period of 3
three years on such terms and conditions as detailed below:
|
Name
of the Director
|
Mr.
X
|
|
Designation
|
Whole
Time Director
|
|
Salary
inclusive of all allowances
|
Rs.400000
per month or as may be decided by the board of directors
|
|
Perquisites
in addition to salary
|
A. Housing: The expenditure
incurred by the Company on hiring unfurnished accommodation subject to a
Ceiling of sixty percent of the salary.
In case the accommodation is owned
or taken on lease by the Company, the company shall deduct ten percent of the
salary of the appointee.
B. Expenditure incurred by the
company on Gas, Electricity, Water etc. will be valued as per Income Tax
Rules, 1962.
C. Medical/Hospitalization
Expenses Reimbursement of Expenses incurred for the appointee and the family
in accordance with the rules of the company.
D. Leave Travel Concession: Leave
Travel Concession for self and family in accordance with the rules of
the company.
E. Club Fees: Fees of Clubs
subject to maximum of two clubs, admission and life membership fees to be
paid as per rules of the Company.
F. Personal Medical/ Accident
Insurance etc.: Coverage for Personal Medical/ Accident Insurance/ Keyman
Insurance or any other coverage as per rules of the Company and annual
premium for the same to be paid by the Company.
Any other benefits, facilities,
allowance and expenses as may be allowed under Company rules/schemes.
Notes: For the purpose of
perquisites stated herein above, family means spouse, dependent children and
dependent parents of the appointee.
Perquisites shall be evaluated as
per Income Tax Rule wherever applicable and in the absence of any such rule.
Perquisites shall be evaluated at actual cost.
|
|
Retirement
Benefits
|
A. Company’s Contribution towards
Provident Fund, Super-annuation fund or Annuity Fund shall be as
per the Rules of the Company and this amount shall not be included in the
computation of the ceiling on perquisites to the extent these, either singly
or put together, are not taxable under the Income Tax Act 1961.
B. Gratuity payable shall be in
accordance with the rule of the company.
C. Earned Leave on full pay and
allowances as per the rules of the Company, leave accumulated shall be
encashable of Leave at the end of the tenure, if any, will not be included in
the computation of the ceiling on perquisites.
|
|
Minimum
Remuneration
|
Where
in any financial year during the currency of tenure of the managing director,
the company has no profits or its profits are inadequate, the company will
pay remuneration by way of salary and perquisites not exceeding the limits as
specified above.
|
- ection: section 12 and other applicable
provisions, if any, of the Companies Act, 2013
- Subject Matter: Shifting of Registered Ofiice from One state to
Another
- Authority: General Meeting.
- Resolution : Special Resolution.
“RESOLVED THAT subject to the provisions of section 12 and other
applicable provisions, if any, of the Companies Act, 2013, the consent of
the members of the Company be and is hereby accorded to shift the registered
office of the Company from the State of to
the State of
w.e.f. .
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution,
Shri ,Director/
Company Secretary be and is hereby authorised to file Form INC-22 to the
ROC."
- Section: section 12 and other applicable
provisions, if any, of the Companies Act, 2013
- Subject Matter: Shifting of Registered Ofiice within the state.
- Authority: General Meeting.
- Resolution : Special Resolution
Specimen Resolution
“RESOLVED
THAT subject to the provisions of
section 12 (5) of the Companies Act , 2013 and Rule 28 of the Companies
(Incorporation) Rules,2014 and other applicable provisions, if any, of the
Companies Act, 2013 and subject to the confirmation of the Regional Director,
the consent of the members of the Company be and is hereby accorded to shift
the registered office of the Company from to
the
within the state w.e.f. .
- Section: section 12 (5)and Rule 28 of the Companies
(Incorporation) Rules,2014 other applicable provisions, if any, of
the Companies Act, 2013
- Subject Matter: Shifting of Registered Ofiice outside the local
limits of the city, town or village where it is presently situated within
the same State under the jurisdiction of the another Registrar of
Companies.
- Authority: General Meeting.
- Resolution : Special Resolution
Specimen Resolution
“RESOLVED THAT subject
to the provisions of section 12 (5) of the Companies Act , 2013 and
Rule 28 of the Companies (Incorporation) Rules,2014 and other applicable
provisions, if any, of the Companies Act, 2013 and subject to the confirmation
of the Regional Director, the consent of the members of the Company be and is
hereby accorded to shift the registered office of the Company from to
which is
outside the local limits of city, town or village but from the jurisdiction of
one registrar to another within the same state w.e.f. .
1.Section
: Section 14 of The
Companies Act, 2013 and other applicable provisions of companies Act,2013
2.Subject
matter : Resolution For Alteration
of the Articles of Association of the Company
3.Authority
: General Meeting
4.Resolution
: Special Resolution
Specimen
Resolution
“RESOLVED THAT
pursuant to the provisions of section 14 of and all other applicable provisions
of the Companies Act 2013 and the rules made thereunder, the consent of the
shareholders be and is hereby accorded for alteration of articles of the
company by insertion of the following clause :
The existing Clause 3 of the
articles of association be and is hereby deleted and in its place the new
clause named as Clause 3 is inserted:
- Section: Section 13(9) and other applicable
provisions, if any, of the Companies Act, 2013
- Subject Matter: Alteration of Object Clause in Memorandum
- Authority: General Meeting.
- Resolution : Special Resolution
Specimen
Resolution
"RESOLVED
THAT pursuant to the provisions of Section 13 (9) of the Companies Act, 2013
and all other applicable provisions, if any, of the Companies Act, 2013 and
subject to such amendments as may be made therein , the Main object
clause of the Memorandum of Association of the Company be and is hereby altered
by adding the following Clauses after existing Clause III (A) 2 :
3. To Carry on the business as
Manufacturers, processors, convertors, traders, distributors, stockiest,
suppliers, dealers, commission agent, C&F agent, importer, exporter
and to deal in all kinds of petrochemicals products, polymers, plastic
granules, plastic powders, HDPE, PP, LLDPE, LDPE products like tape, yarn,
woven fabric, bags, jumbo bags, lino bags, films, pipe fitting , accessories,
etc.
4. To Manufacturers, process, trade,
distributors, stockiest, suppliers, dealers, commission agent, C&F
agent, importer, exporter of all kind of yarn , hosiery products,
textiles fabric including terry fabric and artificial and natural leather
and their products, garments, made ups, baby products, bathrobes, bath mates,
comforters, rugs, blankets, gloves, socks and undergarments and to provide
management and technical consultancy services related to above mentioned
products and to all incidental acts and things necessary for the attainments of
the objects.
Explanatory Statement
The Members are
hereby informed that the current main Object Clause of the Memorandum of
Association of the Company (MoA) covers all the activities carried on by the
Company but in order to diversify into certain new business ventures, your
directors are considering various proposals for diversifying the company's
activities into other activities as mentioned in the resolution.
The alteration
in the Objects Clause of the memorandum of association as set out in the
resolution is to facilitate diversification. This will enable the company to
carry on its business economically and efficiently and the proposed activities
can be, under the existing circumstances, conveniently and advantageously
combined with the present activities of the company. This will also enlarge the
area of operations of the company.
Pursuant to
section 13 of the Act, the above said proposal requires consent of the members
by way of special resolution.
None of the
directors or the Key Managerial persons of your company and their relatives are
concerned or interested financially or otherwise in this resolution.
1.Section
: Section 188 of The
Companies Act, 2013 Read with Rule no. 15 of The Companies (Meeting of Board
and its Powers) Rules 2014, and other applicable provisions of The
Companies Act,2013
2.Subject
matter : Resolution For
Approval of Related Party Transaction
3.Authority
: General Meeting
4.Resolution
: Special Resolution
Specimen
Resolution
"RESOLVED
THAT pursuant to the provisions of Section 188 of the Companies Act,
2013 and all other applicable provisions, if any, of the Companies Act, 2013
and subject to such amendments as may be made therein and pursuant to
the consent of the Audit Committee and the Board of Directors vide
resolution passed in their respective meetings held on << Date of
Board Meeting >> , the consent of the Company be and is
hereby accorded for entering into contract or arrangement with the related
parties as defined under the Act and the Rules made thereunder, as per
details and on terms & conditions as set out under Item no. 1 of the
Explanatory Statement annexed to this Notice.
FURTHER
RESOLVED THAT for the purpose of giving
effect to this Resolution, the Board of Directors be and is hereby authorised
to do such acts, deeds, matters and things as they may in their absolute
discretion consider necessary, proper, expedient, desirable or appropriate and
take all necessary and desirable steps for the aforesaid purpose and matters
incidental thereto."
Explanatory
Statement
The Board of
Directors of the Company, at its meeting has approved a proposal for entering
into following related party transactions:
|
Name
of the related party
|
Name
of the director or key managerial personnel who is related, if
any
|
Nature
of relationship
|
Nature,
material terms, monetary value and particulars of the
contract or arrangement
|
Amount
|
|
|
|
|
|
|
The transaction
is Related Party Transactions and in terms of Section 188 of the Companies
Act, 2013 and the applicable rules thereunder require approval of the
Shareholders by passing Special Resolution.
Further, in
terms of Section 188 of the Companies Act, 2013, the Mr. __________,
being interested will not vote on these resolutions as shareholders of
the Company. The Board of Directors recommends the passing of this
Resolution by special resolution
1.Section : 160 of The Companies Act, 2013
2.Subject
matter : Resolution For Increase in the
number of Directors Of The Company.
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
“RESOLVED THAT
pursuant to Sections 149, 160 and any other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment & Qualification of
Directors) Rules, 2014 Mr.________ (DIN ), who
was appointed as Additional Director by the Board of Directors of the company
pursuant to section 161(1) of the Companies Act, 2013 and who holds office upto
the conclusion date of this AGM and in respect of whom the Company has received
a notice under section 160(1) of Companies Act, 2013 from a member
along with requisite deposit, proposing his candidature for the
office of a Director, be and is, hereby, appointed as the Director of the
Company liable to retire by rotation.”
Expalnatory Statement
Mr.___________
who was appointed as Additional Director of the company under the provision of
sec. 161(1) of the Companies Act, 2013 with effect from ________ to hold office
up to conclusion of the following AGM.
Notice in
writing from member under sec. 160(1) of the Companies Act 2013 has been
received along with a deposit of Rs. 1,00,000/- proposing the
appointment of Mr.________________as Director. Mr.__________ if
appointed, will be liable to retire by rotation.
Her brief
resume is provided in the corporate governance report forming part of the
Annual report.(if,listed company)
The relatives
of Mr.____________may be deemed to be interested in the resolutions set out at
Item No. _ of the Notice, to the extent of their shareholding interest, if
any, in the Company.
No director,
Key Managerial Personnel or their relatives, except Mr. _______(if any ),
is interested or concerned in the resolution.
The Board
commends the ordinary resolution set forth in Item No. _ for the approval
of the members.
1.Section :
Section 42, 62 and
55 read with Rules made thereunder of The Companies (Share Capital and
Debentures) Rules, 2014 and all other applicable provisions as may be amended
from time to time of The Companies Act, 2013
2.Subject
matter : Resolution For Issue of
Cumulative Redeemable Preference Shares
3.Authority
: General Meeting
4.Resolution
: Special Resolution
Specimen
Resolution
“RESOLVED
THAT Pursuant to the provisions of
Section 42, 55, 62 of the Companies Act, 2013 read with Rules made
thereunder of The Companies (Share Capital and Debentures) Rules, 2014 and all
other applicable provisions as may be amended from time to time of the
Companies Act, 2013 and the Articles of Association of the Company and subject
to such other approvals, permissions and sanctions, as may be necessary, the
consent of the Company be and is hereby accorded to the Board to offer,
issue and allot ……[no. of Cumulative redeemable preference shares] Redeemable
of face value of Rs. /- each at par or at premium or at such price
or prices, amounting to Rs. __________ at a dividend of Rs.____/- to various
entities/persons including Promoters / Promoter Group & Associates whether
or not they are member(s) of the Company, with such rights and privileges and
on such terms and conditions as set out in the Explanatory Statement annexed to
the Notice convening this meeting."
"RESOLVED
FURTHER THAT Pursuant to the provisions of Section 43 of the Act, the Cumulative redeemable preference shares shall:
(a) Carry a preferential right with respect to payment of
dividend and repayment, in the case of a winding up or repayment of capital vis
–a – vis equity shares.
(b) be non-participating in the surplus funds;
(c) be non-participating in surplus assets and profits, on
winding up which may remain after the entire capital has been repaid.
(d) be paid dividend on a cumulative basis;
(e) be non- convertible into equity shares of the Company.
(f) carry voting rights as per the provisions of Section
47(2) of the Act;
(g) Shall be redeemed on or before _____
“RESOLVED
FURTHER THAT for the purpose of giving effect to this resolution, the Board
be and is hereby authorized to take all such steps and actions and give such
directions as may be in its absolute discretion deem necessary and to settle
any question that may arise in this regard, without being required to seek any
further consent or approval of the Members and intent that the Members shall be
deemed to have given their approval thereto expressly by the authority of this
resolution.”
Explanatory
Statement Annexed To The Notice For General Meeting Of The Company Pursuant To
Section 102 Of The Companies Act, 2013:
The proposed
Special Resolution is an enabling Resolution authorizing the Board of Directors
to raise resources by the issue of [no. of cumulative redeemable preference
shares to be issued] Redeemable Preference Shares of face value of
Rs. /- each.
The Preference
Shares may be issued to the various entities/persons which may include the
Promoters/Promoter Group & Associates whether or not they are member(s) of
the Company, on private placement basis. The Board shall also be authorized to
approve any modification, alteration and re-setting of all or any of the terms
and conditions of the Preference Shares from time-to-time in consultation and
agreement with the subscribers/ holders of Preference Shares. The terms and
conditions of the Preference Shares shall however be subject to provisions of the
Companies Act, 2013 and the Memorandum and Articles of Association of the
Company.
The Preference
Shares shall rank in priority to Equity Shares for repayment of Capital and
payment of Dividend. The Preference Shares shall be transferred in the same manner
as Equity shares. The Preference Shares shall be redeemed in accordance to the
provisions of the Companies Act, 2013 and the Memorandum and Articles of
Association of the Company. However, the final terms and conditions of the
issue of Preference Shares shall be determined by the Board and may be
different for different tranches and / or series of Preference Shares.
Pursuant to
provisions of Section 55 of the Companies Act, 2013 and the Listing Agreement
entered into with the Stock Exchange, any offer or issue of shares in a company
to persons other than the shareholders of the company requires prior approval
of the Members in General Meeting by way of a Special Resolution. The consent
of the Members is therefore, sought to authorize the Board to issue Preference
Shares as aforesaid. The Board of Directors of the Company recommends the
Resolution for the approval of the Members, in the best interest of the
Company.
For the purpose
of Sub- Rule 3 of Rule 9 of the Companies (Share Capital and Debentures) Rules,
2014 the complete material facts concerned with and relevant to the issue of
preference shares are stated below:
(a) <<Number of preference shares>> at
a nominal value of Rs. /- each amounting to Rs. ______.
(b) The shares shall be cumulative, non participating
and non-convertible.
(c) Objectives of the issue are to rebuilding and
strengthening the long-term resource base of the Company, including meeting the
working capital requirements.
(d) The shares will be issued and offered on a private placement
basis in accordance with the provisions of Section 42 of the Act and the Rules
made there under.
(e) The shares will be issued at par/premium of Rs._/-
(f) The rate of dividend shall be______.
(g) The shares shall be redeemed at par/ premium in accordance
with Section 55 of the Act or as varied after due approval of preference
shareholders under section 48 of the Act at a fixed time or on the happening of
a particular event /at any time at the company’s option / at any time at the
shareholder’s option out of profits available for distribution as dividend or
out of proceeds of a fresh issue of shares made for the purpose of redemption.
(h) The current shareholding pattern of the company is as
under:
|
S. No.
|
Equity Shareholder
|
Percentage of
Holding (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) The expected dilution in equity share capital is NIL as the shares are non-convertible.
There is no
subsisting default in the redemption of preference shares issued by the Company
or in payment of dividend due on any preference shares issued by the Company.
None of the
Directors is in any way concerned or interested in the Resolution except to the
extent of shares that may be allotted to them.
1.Section : Section
148 and other applicable provisions, if any, of the Companies Act, 2013
2.Subject
matter : To Appoint Cost Auditor
3.Authority
: General Meeting
4.Resolution
: Ordinary Resolution
Specimen
Resolution
RESOLVED
THAT in accordance with the
provisions of section 148 of the Companies Act, 2013 Read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and The Companies
(cost records and audit) Rules, 2014 and other applicable provisions, if any, the appointment of
(cost records and audit) Rules, 2014 and other applicable provisions, if any, the appointment of
M/s / Mr.
___________ , Cost Accountants in practice, be and is hereby ratified
for auditing the cost accounting records of the company for the
financial year 2014-15 on a remuneration of Rs.___________ per annum plus
applicable service tax and out of pocket expenses that may be incurred.
Explanatory
Statement pursuant to Section 102
The Board of
Directors, on recommendation of the Audit committee (if applicable ) has
approved the appointment of M/s. _______, as Cost Auditors of the Company to
conduct the audit of the cost records of the Company for the financial year
ending March 31, 2015.
In accordance
with the provisions of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to
be ratified by the shareholders of the Company. Board recommends
remuneration of.____ (_____).
The Board
recommends the Ordinary Resolution set out at Item No._ of the Notice for
approval by the shareholders.
None of the
Directors / Key Managerial Personnel of the Company / their relatives is, in
any way, concerned or interested, financially or otherwise, in this resolution.
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