Notice is hereby given that the Second Annual General Meeting of the members of
Nirvikara Paper Mills Limited will be held on Monday, 24th August, 2015 at 02.30 P.M. at
3rd floor, Sunville, 9, Dr, Annie Besant Road, Worli, Mumbai - 400 018, to transact the
following business :
Ordinary Business
1. To consider and adopt:
a. the audited financial statements of the Company for the financial year ended March
31, 2015, the reports of the Board of Directors and Auditors thereon; and
b. the audited consolidated financial statements of the Company for the financial year
ended March 31, 2015.
2. To appoint a Director in place of Shri Shrutisheel Jhanwar (DIN: 03582803), who
retires by rotation and being eligible has offered himself for re-appointment.
3. To appoint Auditors and fix their remuneration and in this regard to consider and if
thought it, to pass, with or without modification(s), the following resolution as an
Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all
other applicable provisions of the Companies Act, 2013 and The Companies (Audit and
Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof
for the time being in force), M/s. Jayantilal Thakkar & Co., Chartered Accountants,
Mumbai (Firm Registration No. 104133W), be and are hereby appointed as Statutory Auditors
of the Company for a period commencing from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at a remuneration to be determined by the
Board of Directors."
Special Business
4. To appoint Shri Sachin Nath Chaturvedi (DIN: 00553459) as an Independent Director
and in this regard to consider and if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary 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 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Clause
49 of the Listing Agreement, Shri Sachin Nath Chaturvedi (DIN: 00553459), who was
appointed as an Additional Director pursuant to the provisions of Section 161(1) of the
Companies Act, 2013 and the Articles of Association of the Company and who holds office up
to the date of this Annual General Meeting 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 a term of 5 (five) consecutive years w.e.f.
February 11, 2015 to February 10, 2020 and whose office shall not be liable to retire by
rotation."
"RESOLVED FURTHER THAT the Board of Directors and/ or the Company
Secretary, be and are hereby authorised to do all such acts, deeds and things as may be
necessary, expedient and desirable for the purpose of giving effect to this
resolution."
5. To appoint Shri Harish N. Motiwalla (DIN: 00029385) as an Independent Director and
in this regard to consider and if thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary 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 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Clause
49 of the Listing Agreement, Shri Harish N. Motiwalla (DIN: 00029385), who was appointed
as an Additional Director pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company and who holds office up to the
date of this Annual General Meeting 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 a term of 5 (five) consecutive years w.e.f.
February 11, 2015 to February 10, 2020 and whose office shall not be liable to retire by
rotation."
"RESOLVED FURTHER THAT the Board of Directors and/ or the Company
Secretary, be and are hereby authorised to do all such acts, deeds and things as may be
necessary, expedient and desirable for the purpose of giving effect to this
resolution."
6. To appoint Shri Rakesh Kumar Garodia (DIN: 00143438) as an Independent Director and
in this regard to consider and if thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary 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 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Clause
49 of the Listing Agreement, Shri Rakesh Kumar Garodia (DIN: 00143438), who was appointed
as an Additional Director pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company and who holds office up to the
date of this Annual General Meeting 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 a term of 5 (five) consecutive years w.e.f.
February 11, 2015 to February 10, 2020 and whose office shall not be liable to retire by
rotation."
"RESOLVED FURTHER THAT the Board of Directors and/ or the Company
Secretary, be and are hereby authorised to do all such acts, deeds and things as may be
necessary, expedient and desirable for the purpose of giving effect to this
resolution."
7. To appoint Smt. Meghna S. Shah (DIN: 07081068) as an Independent Director and in
this regard to consider and if thought fit, to pass, with or without modification(s), the
following resolution as an Ordinary 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 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Clause
49 of the Listing Agreement, Smt. Meghna S. Shah (DIN: 07081068), who was appointed as an
Additional Director pursuant to the provisions of Section 161(1) of the Companies Act,
2013 and the Articles of Association of the Company and who holds office up to the date of
this Annual General Meeting 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 her
candidature for the office of Director, be and is hereby appointed as an Independent
Director of the Company to hold office for a term of 5 (five) consecutive years w.e.f.
February 11, 2015 to February 10, 2020 and whose office shall not be liable to retire by
rotation."
"RESOLVED FURTHER THAT the Board of Directors and/ or the Company
Secretary, be and are hereby authorised to do all such acts, deeds and things as may be
necessary, expedient and desirable for the purpose of giving effect to this
resolution."
8. To consider and, if thought fit, to pass with or without modification(s), the
following Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148(3) and other
applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), the remuneration payable to Shri R Srinivasa Raghavan, Cost
Accountants having Registration No. 100098 appointed by the Board of Directors of the
Company to conduct the audit of the cost records of the Company for the financial year
2015-16, amounting to Rs. 75,000 (Rupees Seventy Five thousand Only) plus service tax as
applicable and re-imbursement of out of pocket expenses incurred by them in connection
with the aforesaid audit be and is hereby ratified and confirmed."
9. To consider and if thought fit, to pass, with or without modification(s), the
following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 73,76 and other
applicable provisions, if any, of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and subject to such conditions, approvals,
permissions, as may be necessary, consent of the members of the Company be and is hereby
accorded to invite/accept/renew/receive money by way of unsecured /secured deposits, or in
any other form, from public and/or members of the Company, in any form or manner, through
circular, advertisement or through any other permissible mode, upto permissible limits
prescribed under applicable provisions of law and on such terms and conditions as the
Board of Directors of the Company, in its sole discretion, deem fit and necessary."
"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution,
the Board of Directors and/or any Committee thereof be and is hereby authorized to do all
such acts, deeds, things and matters as the Board of Directors and/or any Committee
thereof may, in its absolute discretion, consent, deem necessary, proper, expedient,
desirable or appropriate for such invitation/ acceptance/renewal/receipt as aforesaid.
By Order of the Board of Directors
Sd/-
Rajesh A Solanki
Company Secretary & Compliance Officer
(Membership No.A35937)