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Annual General Meeting

Annual General Meeting

 

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NOTICE
 

Notice is hereby given that the 47th Annual General Meeting of the members of Süd-Chemie India Pvt. Limited will be held on Thursday, the 22nd day of September 2016 at 3.00 p.m. at the Registered Office of the Company at Edayar Industrial Development Area, Binanipuram- 683502, Ernakulam District, Kerala State to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the audited Profit and Loss Account and the Cash Flow Statement for the financial year ended 31st March 2016 and the Balance Sheet as at that date and the Auditors' Report and the Report of the Directors thereon.
  2. To confirm the payment of interim dividend on equity shares for the financial year ended 31st March 2016 as the final dividend for the financial year ended 31st March 2016.
  3. To confirm and ratify the re-appointment of Ms. Arshia A. Lalljee as Managing Director of the Company for a period of one year with effect from 1st April, 2016
  4. To confirm and ratify the re-appointment of Mr. Iskander A. Lalljee as Joint Managing Director of the Company for a period of one year with effect from 1st April, 2016
  5. To appoint Auditors to hold office starting from the conclusion of the 47th Annual General Meeting till the conclusion of the 48th Annual General Meeting and fix their remuneration.
 

SPECIAL BUSINESS:

  1. Appointment and approval of remuneration of Cost Auditors:

    To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:-

    "RESOLVED THAT the appointment of M/s. N. P. Gopalakrishnan & Co, Cost Accountants, Kochi as the Cost Auditor of the Company for Cost Audit in terms of Section 148 of the Companies Act, 2013 for the financial year 2016-17 at a remuneration of Rs.1,20,000/- plus taxes as applicable and out of pocket expenses be and is hereby approved."
     
  2. Appointment of Mrs. Hamida A Lalljee as Wholetime Director

    To consider, and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:-

    "RESOLVED THAT in terms of proviso to Section 196(3)(a) and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, Mrs. Hamida A Lalljee (DIN 00334903) be and is hereby appointed as Whole time Director of the Company for a period of ONE year with effect from 1st April, 2016 as per the terms and conditions set out herein below."
     
    1. Salary
      Rs.35,000/- per month
    2. Perquisites
      As detailed under Category A, B and C below:

      Category–A
      1. The appointee will be entitled to house rent allowance subject to a maximum of 60% of the salary.
      2. The appointee will be entitled to allowance for gas, electricity and water subject to a ceiling of 10% of the salary.
        Or
        The Company will reimburse the expenditure incurred by the appointee on gas, electricity, water and furnishings subject to a ceiling of 10% of the salary.
      3. Medical reimbursement:- The Company will reimburse expenditure incurred for medical purpose for the appointee and her family subject to a ceiling of two month's salary in a year or six months' salary over a period of three years.
      4. Club fees:- The Company will pay directly or reimburse the fee of clubs subject to a maximum of two clubs. This will not include admission and life membership fee.
      5. Personal accident insurance:- The Company will pay directly or reimburse premium on personal accident insurance not exceeding Rs.4,000 per annum.
      6. Books & Periodicals reimbursement:- The company will reimburse expenditure on books and periodicals of technical, financial, management, scientific or allied subjects up to Rs. 6,000/- per year.
      Category–B
      1. Contribution to provident fund and superannuation fund – as per the rules of the Company.
      2. Gratuity at the rate of half a month’s salary for each completed year of service.
      3. Leave encashment – as per the rules of the Company.
      Category–C.
      Leave travel concession:- Reimbursement of air fare incurred by the appointee for self and family for travel anywhere in India once in a year.
    3. Commission.
      The appointee shall also be entitled to commission of one percent of the net profit of the Company for each financial year subject to the provisions laid down in the Companies Act, 2013.
 

"RESOLVED FURTHER that even in the event of the Company making no profit or its profits are inadequate in any financial year during the currency of tenure of Mrs. Hamida A. Lalljee as Wholetime Director, she shall be paid remuneration by way of salary and perquisites upto the limits specified herein above or any amendment thereto."

"RESOLVED FURTHER THAT Ms. Arshia A. Lalljee, Managing Director of the Company be and is hereby authorised to file the resolution in concerned e- form with the Registrar of Companies, Kerala and the same be certified by CS N. Balasubramanian, Designated Partner, BVR and Associates Company Secretaries LLP, Company Secretaries, Kochi, as may be required."

 

By Order of the Board
For Süd-Chemie India Pvt. Ltd.
 

Place: Binanipuram
Date: 24.08.2016

Sd/-
Arshia A Lalljee
Managing Director

 
Notes:
  1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. The instrument appointing proxy, in order to be effective, must be deposited with the registered office of the Company at least 48 hours before the meeting.
     
  2. Statement pursuant to Section 102(1) of the Companies Act, 2013 on the special business to be transacted attached.

 

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
 

The following statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:

Item No 6.

It was proposed by the Board in its meeting held on 26.04.2016 to appoint M/s. N.P.Gopalakrishnan & Co, Cost Accountants, Kochi as Cost Auditors for 2016-17 prescribed under Section 148 of the Company Act, 2013 in terms of their letter dated 19.04.2016 at a remuneration of Rs. 120,000/- plus taxes as applicable and out of pocket expenses subject to the approval of the members in the Annual General Meeting.

In terms of Rule 14 of Companies (Audit and Auditors) Rules 2014, the appointment and remuneration payable to the Cost Auditors is to be approved by the Shareholders. Hence this resolution is put for the consideration of the shareholders.

None of the Directors and Key Managerial personnel or relatives of them are concerned or interested in the above resolution.

The Board of Directors recommends ordinary resolution set out at Item No.6 of the Notice for consideration and approval by the Members.

Item No 7.

The Directors having felt the need to maintain the broad base of the Board, Mrs. Hamida A Lalljee (DIN 00334903) was co-opted as a Wholetime Director of the company w.e.f 1st April, 2016 by the Board at their meeting held on 26th April, 2016 subject to passing a special resolution in the next Annual General Meeting in view of her attaining age above 70 years. In accordance with the provisions of Section 196 of the Companies Act, 2013 and the Articles of Association of the Company, she would hold office for one year w.e.f 1st  April, 2016. She is an MA and having around 34years of experience.

Considering her seniority and experience, it has been considered desirable that Company should avail her services even though she is above the age of 70 years. Hence this resolution is proposed for your approval.

 

The terms of appointment of Mrs. Hamida A Lalljee are as under:
 

  1. Salary
    Rs.35,000/- per month
  2. Perquisites
    As detailed under Category A, B and C below:

    Category–A
    1. The appointee will be entitled to house rent allowance subject to a maximum of 60% of the salary.
    2. The appointee will be entitled to allowance for gas, electricity and water subject to a ceiling of 10% of the salary.
      Or
      The Company will reimburse the expenditure incurred by the appointee on gas, electricity, water and furnishings subject to a ceiling of 10% of the salary.
    3. Medical reimbursement:- The Company will reimburse expenditure incurred for medical purpose for the appointee and her family subject to a ceiling of two month's salary in a year or six months' salary over a period of three years.
    4. Club fees:- The Company will pay directly or reimburse the fee of clubs subject to a maximum of two clubs. This will not include admission and life membership fee.
    5. Personal accident insurance:- The Company will pay directly or reimburse premium on personal accident insurance not exceeding Rs.4,000 per annum.
    6. Books & Periodicals reimbursement:- The company will reimburse expenditure on books and periodicals of technical, financial, management, scientific or allied subjects up to Rs. 6,000/- per year.
    Category–B
    1. Contribution to provident fund and superannuation fund – as per the rules of the Company.
    2. Gratuity at the rate of half a month’s salary for each completed year of service.
    3. Leave encashment – as per the rules of the Company.
    Category–C.
    Leave travel concession:- Reimbursement of air fare incurred by the appointee for self and family for travel anywhere in India once in a year.
  3. Commission.
    The appointee shall also be entitled to commission of one percent of the net profit of the Company for each financial year subject to the provisions laid down in the Companies Act, 2013.

The Board has received from Mrs. Hamida A Lalljee intimation in Form DIR8 in terms of Companies (Appointment and Qualification of Directors) Rules 2014 to the effect that she is not disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013. She holds 69,720 nos equity shares in the Company.

Mrs. Hamida A Lalljee may be deemed to be concerned or interested in respect of her appointment as Wholetime Director.  Ms.Arshia A Lalljee – Managing Director and Mr.Iskander A Lalljee – Joint Managing Director to the extent of their shareholding interest in the Company and by virtue of their being relative of Mrs. Harmia A Lalljee may be deemed to be concerned or interested in the appointment of Mrs.Hamida A Lalljee.

Save and except the above, none of the other directors / key managerial personnel of the company / their relatives are in any way concerned or interested in the resolution.

The Board of Directors recommends special resolution set out at Item No 7 of the Notice for consideration and approval.by the Members.

 

By Order of the Board
For Süd-Chemie India Pvt. Ltd.
 

Place: Binanipuram
Date: 24.08.2016

Sd/-
Arshia A Lalljee
Managing Director


 

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