30th ANNUAL other applicable provisions, if any, of the Companies Act 2013, (including any statutory...

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Transcript of 30th ANNUAL other applicable provisions, if any, of the Companies Act 2013, (including any statutory...









    Company Secretary & Compliance Officer:

    Mr. Shailesh Nanubhai Naik

    Registered Office : UTL INDSTRIES LIMITED 607, WORLD TRADE CENTRE, SAYAJIGUNJ, VADODARA-390005 GUJARAT Phone:91-265-2363496/97 Email:[email protected] Website:www.utlindustires.com Annual General Meeting Date: 30/09/2019 Time: 11.00 a.m. Venue: at Registered Office As mentioned above Auditors: Shirish Desai & Company 206, Gayatri Chambers,R.C. Dutt Road, Alkapuri, Vadodara-390007, Gujarat Ph No:0265-2330630 Share Transfer Registrar (R.T.A) Purva Shareregistry (India) Limited 9, Shive Shakti Industrial Estate, Lower Parel (E), Mumbai-400 011 Phone: 022-23018261 Email: [email protected]




    The Members,

    UTL Industries Limited

    Notice is hereby given that 30th ANNUAL GENERAL MEETING of the Members of M/s. UTL Industries

    Limited (“the Company”) will be held on Monday, 30th day of September 2019 at the Registered Office of the

    Company at 607, World Trade Center, Sayajigunj, Vadodara- 390005, at 11.00 a.m. to transact the following



    1. To consider and adopt the Audited Financial Statements for Financial Year ended 31st March 2019 along with the report of Board of Directors and the Reports of the Auditors thereon;

    2. To appoint a director in place of Shri Bhavik Vasantbhai Patel (DIN: 07521766), who retires by rotation and being eligible offered himself for re-appointment.

    3. To appoint Auditors of the Company and to fix their remuneration,

    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 139, 142 and other applicable provisions, if any,

    of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the

    recommendation made by the Audit Committee of the Board, M/s Shirish Desai & Co., Chartered

    Accountants, having Firm’s Registration No: 112226W, be and are hereby appointed as the Auditor of the

    Company to hold office for period of 5 (five) years from the conclusion of this meeting until the conclusion

    of 35th Annual General Meeting to be held for Financial year 2023-24 of the Company and that the Board be

    and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in

    consultation with the Auditors, in addition to reimbursement of all out-of-pocket expenses as may be

    incurred in connection with the audit of the accounts of the Company.”


    4. Re-appointment of Mr. Parimal Rameshbhai Shah (DIN NO: 00569489) as Managing Director of the Company:

    To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special


    “RESOLVED THAT pursuant to provisions of Sections 197, 198 and 203 read with Schedule V and

    other applicable provisions, if any, of the Companies Act 2013, (including any statutory modifications or

    re-enactment(s) thereof, for the time being in force) and any subsequent amendment / modification in the

    Rules, Act and/or applicable laws in this regard and subject to such modifications, variations as may be

    approved and acceptable to the appointee, the approval of the Members of the Company be and is hereby

    accorded for the re-appointment and payment of remuneration to Mr. Parimal Rameshbhai Shah (DIN


  • NO: 00569489) as Managing Director of the Company for a period of five years with effect from 18th

    day of April 2019 to 17th day of April 2024 upon the terms and conditions set out in the Explanatory

    Statement annexed to the Notice convening this meeting.

    “RESOLVED FURTHER THAT the Board of Directors of the Company (on the recommendations of

    the Nomination & Remuneration Committee) be and are hereby authorized to revise, amend, alter and

    vary the remuneration and other terms and conditions of Mr. Parimal Rameshbhai Shah, Managing

    Director in such a manner as may be permissible in accordance with the provisions of the Act and

    Schedule V or any modification or enactment thereto and subject to the approval of the Central

    Government, if required, and as may be agreed to by and between the Board of Directors and Mr.

    Parimal Rameshbhai Shah, without any further reference to the shareholders in general meeting.”

    “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to

    do all such acts, deeds and things, to enter into such agreement(s), deed(s) of amendment(s) or any such

    document(s), as the Board may, in its absolute discretion, consider necessary, expedient or desirable

    including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by

    the Board to be in the best interest of the Company, as it may deem fit.”

    Place: Vadodara By Order of the Board

    Date: 28th May, 2019 For UTL Industries Limited

    Parimal Shah

    Managing Director

    DIN : 00569489


    1. The Explanatory Statement pursuant to Section 102 (2) of the Companies Act, 2013 in respect of the business under Item No. 4 as set out above and details as required under SEBI (Listing Obligations and

    Disclosure Requirements) Regulations, 2015 in respect of Directors seeking appointment and re-appointment

    at this Annual General Meeting (AGM) are annexed hereto.

    2. A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the company.

    Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf

    of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital

    of the Company. Members holding more than ten percent of the total Share Capital of the Company may

    appoint a single person as proxy, who shall not act as a proxy for any other Member.

    The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the

    Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A

    Proxy Form is annexed to this Report. Proxies submitted on behalf of Companies, societies, etc., must be

    supported by an appropriate resolution / authority, as applicable;


  • 3. Corporate Members intending to send their authorized representative to attend the Annual General Meeting, pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy

    of the relevant Board Resolution together with the respective specimen signatures of those representative(s)

    authorized under the said resolution to attend and vote on their behalf at the Meeting;

    4. The Register of Members and Share transfer Books of the Company shall remain closed from Tuesday, 24th September 2019 to Monday, 30th September 2019 (both days inclusive) for the purpose of 30th Annual

    General Meeting and the Company has fixed Monday, 23rd September, 2019 as the ‘Record Date/Cut-off

    Date’ for determining entitlement of Members to final dividend for the financial year ended 31st March, 2019

    (if, declared at the AGM).

    5. As per the SEBI Listing Regulations, the Company shall use any electronic mode of payment approved by the Reserve Bank of India for making payment of dividend to the members. Where the dividend cannot be

    paid through electronic mode, the same will be paid by warrants with bank account details printed thereon.

    In case of non-availability of bank account details, address of the members will be printed on the warrants.

    6. Members, Proxies and Authorised representatives are requested to bring to the Meeting; the attendance slips enclosed herewith duly completed and signed mentioning therein details of their DP ID and Client ID/Folio


    7. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days except on holiday, during business

    hours between i.e. 11.00 AM to 01.00 PM upto the date of the Meeting.

    8. Members desirous of obtaining any information relating to accounts and operations of the Company may address their queries/questions to the Company’s Head Office, so as to reach at least five days before the

    date of the meeting so that the information may be made available at the meeting to the best extent possible.

    9. The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are,