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) was appointed as the statutory auditor of the Company at the Annual General Meeting (AGM) of the Company held on September 15, 2014, for a period of three years from the conclusion of the 18^th AGM till the conclusion of the third consecutive AGM of the company to be 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 in the Resolution set out at Item No. 3 of the accompanying Notice.

None of the Directors and Key Managerial Personnel’s of the Company or their relatives is interested in or concerned with the said Resolution. The Board recommends the resolution set forth in Item No. 3 for the approval of the Members as an Ordinary Resolution.

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 has appointed 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 of Section 164 of the Act and has given her consent to act as a Director. She holds 50 no. of equity shares in the Company.

As per the provisions of Section 161 (1) of the Act, she holds office of Additional Director only upto the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160 of the Act proposing her candidature for the office of Director of the Company, along with 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 terms of Clause 47(1) of the Stock Exchange Listing Agreement effective August 16, 2011 and was designated as a Whole Time Company Secretary w.e.f. September 16, 2011.

She along with the secretarial duties also handles the legal function and business affairs of the company. She also has rich experience in the streams of Law like Litigation, 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 of Company Secretaries of India.

None of the Director or Key Managerial Personnel’s of the Company or their relatives (except Ms. Nidhi Salampuria) is interested in or concerned with the said Resolution. The Board recommends the resolution set forth in Item No. 4 for the approval of the Members as an Ordinary Resolution.

APPROVAL FOR LIMIT OF BORROWING UNDER SECTION 180 (1) (c)

Section 180(1)(c) of the Companies Act, 2013 effective from September 12, 2013 requires that the Board of Directors shall not borrow money in excess of the company’s paid up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, except with the consent of the company accorded by way of a special resolution.

Keeping in view the above legal requirements, it is necessary for the members to pass a Special Resolution under Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, as set out at Item No. 5 of the Notice, to enable to the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves 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 Personnel’s of the Company or their relatives is interested in or concerned with the said Resolution. The Board recommends the resolution set forth in Item No. 5 for the approval of the Members as a Special Resolution.

APPROVAL FOR CREATION OF CHARGES UNDER SECTION 180 (1) (a)

Section 180 (1)(a) of the Companies Act, 2013, provides interalia, that the Board of Directors of the Company shall not, except with the consent of the Company through Special Resolution, sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, the whole or substantially the whole of any such undertakings.

Keeping in view the above legal requirements, it is necessary to pass an enabling Special Resolution to create mortgages, charges and hypothecations, in addition to the existing mortgages, charges and hypothecations, on all or any of the movable and/or immovable properties, both present and future, and/or on the whole or substantially the whole of the undertaking or the undertakings of the Company in favour of the Banks and Financial Institutions, Trustees etc., for securing the requisite finance upto a maximum of Rs. 75.00 crores (Rupees Seventy Five Crores only). Since mortgaging by the Company of its immovable and moveable properties as aforesaid in favour of the Financial Institutions /Banks /Trustees may be regarded as disposal of the Company’s properties /undertakings, it is necessary for the members to pass a Special Resolution under Section 180 (1)(a) of the Companies Act, 2013 for a sum of not exceeding Rs. 75.00 crores (Rupees Seventy Five Crores only) in line with the borrowing powers envisaged, authorizing the Board of Directors for creation of the said mortgages/ charges.

None of the Directors and Key Managerial Personnel’s of the Company or their relatives is interested in or concerned with the said Resolution. The Board recommends the resolution set forth in Item No. 6 for the approval of the Members as a Special Resolution.

APPROVAL FOR RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013 AND CLAUSE 49 OF THE LISTING AGREEMENT

The revised provisions of Clause 49 of the Listing Agreement, effective from October 1, 2014, require approval of shareholders by way of Special Resolution for material related party transactions. There is no exemption there under even if such transaction is in the ordinary course of business of the entity and on arm’s length basis. A transaction with a related party shall be considered material under Clause 49 of the Listing Agreement, if the transaction / transactions in a contract to be entered into individually or taken together with previous transactions during a financial year, exceed(s) ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

The approval of the Shareholders for the transactions entered into and carried out with the Related Parties, from time to time, in the ordinary course of business and at arm’s length price, during the Financial year 2014-15 and for every financial year thereafter, 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 consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as prescribed in rules framed in this regard, no company shall enter into any contract or arrangement with a related party with respect to transactions specified therein. It is further provided that in case of a company having paid- up share capital of not less than such amount or transactions not exceeding such sums as are prescribed in the rules framed in this regard, no contract or arrangement shall be entered into except with the approval of the company by a special resolution. It is further provided that nothing in this sub- section shall apply to any transaction entered into by the company which are entered in its ordinary course of business and are at arm’s length.

Prior approval of shareholders is required for the transactions that are not in the ordinary course of business and not at an arm’s length basis. Though your Company always seeks to enter into transactions with related parties in the ordinary course of business and/or at arm’s length basis, still as a better corporate governance measure, it is considered desirable to have the consent of the Members in respect of related party transactions.

Pursuant to rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014, the nature of transactions with the related parties is provided in the said resolution.

The transactions entered with the Related Parties, were placed before the Audit Committee. 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 party or having any interest in the resolution as set out at item No. 7 shall be entitled to vote on this Special Resolution.

None of the Directors other than those representing the related parties (if any), Key Managerial Personnel’s of the Company or their relative(s) are interested and/or concerned with the said Resolution. The Board recommends the resolution set forth in Item No. 9 for the approval of the Members as a Special Resolution.