Shri Jayraj Purushottamdas Mehta Patel and Shri Dayabhai Lallubhai Patel being eligible
and offering themselves for appointment, are proposed to be appointed as Independent
Directors under Section 149 and all other applicable provisions of the Companies Act, 2013
and 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 General
Meeting of the Company in the calendar year 2020.
Shri Jayraj Purushottamdas Mehta Patel and Shri Dayabhai Lallubhai Patel are not
disqualified from being appointed as Directors in terms of Section 164 of the Act and have
given their consent to act as Director. The Company has received notices in writing from
members along with the deposit of requisite amount under Section 160 of the Act proposing
the candidatures of Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patel for
the office of Director of the Company.
The Company has also received declarations from Shri Jayraj Purushottamdas Mehta and
Shri Dayabhai Lallubhai Patel that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the
Listing Agreement.
In the opinion of the Board, Shri Jayraj Purushottamdas Mehta and Shri Dayabhai
Lallubhai Patel fulfill the conditions for appointment as Independent Directors as
specified in the Act and the Listing Agreement. Shri Jayraj Purushottamdas Mehta and Shri
Dayabhai Lallubhai Patel are independent of the management.
Brief resume of Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patel,
nature of their expertise in specific functional areas and names of companies in which
they hold directorships and memberships / chairmanships of Board Committees, shareholding
and relationships between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, are provided in the Corporate Governance Report
forming part of the Annual Report.
Copy of the draft letters for respective appointment of Shri Jayraj Purushottamdas
Mehta and Shri Dayabhai Lallubhai Patel as Independent Directors setting out the terms and
conditions 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 Listing
Agreement with the Stock Exchanges. Shri Jayraj Purushottamdas Mehta and Shri Dayabhai
Lallubhai Patel are interested in the resolutions set out at Item No. 6 & 7
respectively of the Notice with regard to their respective appointments.
The relatives Shri Jayraj Purushottamdas Mehta and Shri Dayabhai Lallubhai Patel may be
deemed to be interested in the resolutions set out respectively at Item No. 6 & 7 of
the Notice, to the extent of their shareholding interest, if any, in the Company. 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, financially or otherwise, in
these resolutions.
The Board commends the Ordinary Resolutions set out at Item Nos. 6 & 7, of the
Notice 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 of
Additional Director only up to 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.
The Board has appointed her as an non-executive director and Smt. Bijal Kiran Parikh
being eligible and offering herself for appointment, is proposed to be appointed as
Independent Directors under Section 149 and all other applicable provisions of the
Companies Act, 2013 and 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
General Meeting of the Company in the calendar year 2020.
Smt. Bijal Kiran Parikh is not disqualified from being appointed as Directors in terms
of Section 164 of the Act and has given her consent to act as Director. The Company has
received notices in writing from members along with the deposit of requisite amount under
Section 160 of the Act proposing the candidatures of Smt. Bijal Kiran Parikh for the
office of Director of the Company.
The Company has also received declarations from Smt. Bijal Kiran Parikh that she meets
with the criteria of independence as prescribed both under sub-section (6) of Section 149
of the Act and under Clause 49 of the Listing Agreement.
In the opinion of the Board, Smt. Bijal Kiran Parikh fulfills the conditions for
appointment 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 specific
functional areas and names of companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships between directors
inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges,
are 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 as
Independent Directors setting out the terms and conditions 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 Listing
Agreement with the Stock Exchanges. Smt. Bijal Kiran Parikh is interested in the
resolutions set out at Item Nos. 8 & 9 of the Notice with regard to his respective
appointments.
The relatives Smt. Bijal Kiran Parikh may be deemed to be interested in the resolutions
set out respectively at Item Nos. 8 & 9 of the Notice, to the extent of their
shareholding interest, if any, in the Company.
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, financially or
otherwise, in these resolutions.
The Board commends the Ordinary Resolutions set out at Item Nos. 8 & 9 of the
Notice 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 converted
into equity shares in upcoming times, it is required to increase the Authorised capital up
to Rs. 17 Crores. To increase the Authorized capital up to Rs. 17,00,00,000/ -, it is
prior required to change capital clause of MOA.
The Board of Directors discussed the same and are of the opinion that the Authorized
capital of the Company needs to be increased from Rs. 15,00,00,000/- (Rupees Fifteen Crore
only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 5/ - (Rupees Five only)
each to Rs. 17,00,00,000/- (Rupees Seventeen Crore only) divided into 3,40,00,000/- (Three
Crore Forty Lacs) equity shares of Rs. 5/- (Rupees Five only) each, by further addition of
Rs. 2,00,00,000/- (Rupees Two crore only) divided into 40,00,000 (Forty Lacs) equity
shares of Rs. 5/- (Rupees Five only) each." As a result of increase in the authorized
capital the clause V of the Memorandum of Association is also required to be suitably
amended.
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 the
provisions of the Companies Act, 2013 including the Rules framed thereunder
("Act") and adoption of specific sections from Table "F" to Schedule I
to the Act which sets out the model Articles of Association for a company limited by
shares. 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 do
acts in a prescribed manner "unless the articles otherwise provide" have been
specifically included. Further, certain provisions of existing Articles of Association
which are already part of the statute in the Act, are proposed not to be reproduced in the
new Articles of Association, so as to avoid duplication. Their non–inclusion would
make the new Articles of Association crisp, concise and clear and would aid ease of
reading and understanding.
None of the Directors or Key Managerial Personnel of the Company or their relatives is,
in any way, concerned or interested, in the resolution.
The Board recommends the resolution set out at Item No. 8 of the Notice for your
approval, as special resolution.
Item No.12 to 15 : Increasing Monthly Remuneration of Directors of the company
Shri Jitendrakumar Ishvarlal Patel, Shri Jashwantbhai Patel & Shri Ruchir
Rushikeshbhai Patel were getting monthly remuneration of Rs. 2,00,000/- (Rupees Two Lac
only) upto 31st March, 2015.
Shri Ankit Rajesh Shah is getting monthly remuneration of Rs. 1,00,000/- (Rupees One
Lac only) upto 31st March, 2015. Looking at the roles and responsibilities of the
directors of the company and scale of operations of the company having increased in last
2-3 years and on recommendation of Remuneration committee, your Board of directors have
proposed to revise the monthly remuneration of Shri Jitendrakumar Ishvarlal Patel upto Rs.
3,00,000/- (Rupees Three Lacs only) and of Shri Jashwantbhai Patel, Shri Ruchir
Rushikeshbhai Patel and Shree Ankit Rajesh Shah upto Rs. 2,50,000 (Rupees Two Lac Fifty
Thousand only) w.e.f. 1st April, 2015 vide resolution passed in its board meeting dated
17th August, 2015.
Your Board of Directors of the company recommends resolution No. 12 to 15 for
increasing the remuneration of Managing Directors / Whole time Directors of the company as
Special Resolution.
None of the Directors of the Company except Shri Jitendrakumar Ishvarlal Patel, Shri
Jashwantbhai Patel, Shri Ruchir Rushikeshbhai Patel and Shri Ankit Rajesh Shah and their
relatives 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 town
requires approval of the Members by way of Special Resolution. The Registered Office of
the Company is presently situated at Visnagar. With a view to improve the operational
efficiency, the Board of Directors considered and subject to approval of the Members,
approved the proposal for shifting the registered office to Ahmedabad. The proposed
location is outside the local limits of Visnagar and therefore requires approval of the
Members by way of special resolution. If approved, the registered office will be moved to
A-11,12,13 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 their
relatives is concerned or interested, financial or otherwise, in the resolution set out at
Item 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 |