30th ANNUAL other applicable provisions, if any, of the Companies Act 2013, (including any statutory...
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30th ANNUAL REPORT
BOARD OF DIRECTORS
PARIMAL R SHAH : EXECUTIVE DIRECTOR
BHAVIK V. PATEL : EXECUTIVE DIRECTOR
JOY K. CHHIKNIWALA : INDEPENDENT DIRECTOR
PINTUBEN SHAH : INDEPENDENT DIRECTOR
SAMIR D VORA : INDEPENDENT DIRECTOR
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]
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
“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
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,