Elixir Capital Ltd

ITEM NO. 4 – APPOINTMENT OF STATUTORY AUDITOR

This Explanatory Statement is provided though strictly not required as per Section 102 of the Act.

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. P. C. Surana & Co., the present Auditors of the Company complete their term as Auditors.

M/s. P. C. Surana & Co., Chartered Accountants was re-appointed as Statutory Auditors of the Company for the Company’s financial year 2016 – 17. They have continued in the office as Statutory Auditors of the Company for more than ten years as on 31st March, 2014. The Ministry of Corporate Affairs has implemented the new Companies Act w.e.f. 1st April, 2014. Pursuant to Section 139(2) of the Companies Act, 2013, they can continue as Statutory Auditors for further period of three years from 1st April, 2014 upto financial year 2016 – 17. Accordingly, their term as Statutory Auditors is completing on the conclusion of 23rd Annual General Meeting. The Audit Committee and the Board of Directors have placed on record their appreciation for the professional services rendered by M/s. P. C. Surana & Co. for their association with the Company as its Auditors. The Company has to appoint new auditors in their place.

In view of the above, M/s. JMT & Associates, Chartered Accountants, having Registration No. 104167W, are recommended to be appointment as Auditors of the Company for the financial year 2017 – 18 to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on a remuneration plus applicable taxes, out-of-pocket expenses, etc. incurred in connection with the Audit as may be decided by the Board of Directors in consultation with the Auditors.

The Board recommends the Resolution at Item No. 4 for approval by the Members.

None of the Directors or Key Managerial Personnel and their relatives are concerned or interested in the Resolution at Item No. 4 of the Notice.

ITEM NO. 5 – RE-APPOINTMENT OF MR. DIPAN MEHTA AS WHOLE-TIME DIRECTOR (WTD)

The Nomination and Remuneration Committee has recommended the re-appointment of Mr. Dipan Mehta as WTD of the Company. Accordingly, the Board of Directors at its meeting held on 24th May, 2017 has considered the re-appointment of Mr. Dipan Mehta as WTD of the Company for the period of 5 years w.e.f. 1st June, 2017.

The terms and conditions of his re-appointment are given below:

A. REMUNERATION

B. OTHER CONDITIONS:

i. For all other terms and conditions not specifically spelt out above, the rules and order of the Company shall apply.

ii. The WTD holds office as such, subject to the provisions of Section 164 & 167 of the Companies Act, 2013.

iii. The re-appointment of WTD has been approved by the Nomination and Remuneration Committee of the Company. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.

ITEM NO. 6 – RELATED PARTY TRANSACTIONS

The company has entered into Agreement for providing services relating to Research Design, Content Services including preparation of Monthly Newsletters to Elixir Equities Private Limited for the financial year 2017 – 18.

As per Section 188(1)(d) read with Section 2 (76) (iv) & (viii) of the Companies Act, 2013 this transaction is between two related parties and hence must be executed at an arm’s length price, and also as per Regulation 23 of the SEBI (LODR) Regulations, 2015 the transaction is between related parties.

As per Section 188(1)(d) read with the Companies (Meetings of Board and its powers) Rules, 2014, any transaction for availing or rendering of any services directly or through appointment of agent, exceeding ten percent of the turnover of the Company or rupees fifty crores, whichever is lower, requires approval of shareholders by passing special resolution. Accordingly, the Agreement for providing services relating to Research Design, Content Services including preparation of Monthly Newsletters to Elixir Equities Private Limited requires approval of shareholders.

In terms of Rule 15(3) of the Companies (Meetings of Board and its powers) Rules, 2014, the following information has been provided for Related Party Transaction:

The Audit Committee and the Board of Directors have considered Agreement for providing services relating to Research Design, Content Services including preparation of Monthly Newsletters to Elixir Equities Private Limited at their meeting and have approved the same.

The Members are further informed that no Member(s) of the Company being a related party or having interest in the Resolution as set out at Item No. 6 hereinabove shall be entitled to vote on this Ordinary Resolution.

The Board commends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the shareholders.

Except Promoter Directors and their Relatives (to the extent of the Shareholding interest in the Company), Mr. Dipan Mehta and Mrs. Radhika Mehta, who are Directors / Shareholders of the Company, no other Directors and KMP of the Company is concerned / interested financially or otherwise in the said Resolution.