Corrected Explanatory Statement Pursuant to Section 102 of The Companies Act, 2013 In conformity with the provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts in respect of Item Nos. 4 to 10. Item No. 4: The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. N. Ritesh & Associates, Cost Accountants, to conduct the audit of the Cost records of the Company for the financial year ending March 31, 2019. In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be approved by the Board of Directors and subsequently ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditor for the financial year ending March 31, 2019, as set out in the Resolution for the aforesaid services to be rendered by them. None of the Directors or Key Managerial Personnel of the Company or their relatives is/are in any way concerned or interested, in the said resolution as set out at the Item No. 4 of the Notice for approval by the members. The Board recommends this Ordinary Resolution as set out at Item No. 4 of the accompanying Notice for approval by the members. Item No. 5 Mr. Vinod Saraf was re-appointed as Managing Director of the Company for a period from 1st November 2015 on the terms and conditions and remuneration approved by the members at the 27th Annual General Meeting of the Company held on 6th August 2016. A brief profile along with other details of Shri Vinod Saraf in compliance with Schedule V of the Companies Act, 2013 are provided below: He has been able to develop a strong management team who work on formulation of strategy, expansion plan and other management policies under his able guidance. With his untiring efforts, focused attention and diligent work, he has been able to remain in touch with the management team on day to day basis. Considering his capabilities and rich experience to be beneficial for the Company, the Board of Directors in its meeting held on 27th October, 2018, decided to recommend appointment of Mr. Vinod Saraf as whole Time Director and Chairman of the Board, designated as “Chairman & Executive Director” for term of 5 years w. e. f. 27th October, 2018, on the terms and condition stated in the resolution appearing under special business. Pursuant to the amendment provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 New Clause 17 (1 B), which is applicable with effect from 1st April 2020. and other applicable provisions if any ,Shri Vinod Saraf will step down as Chairman of the Company and continue as Executive Director of the Company. w. e. f. 1st April 2020 onwards, if necessary. In this connection Section 102(2) of the Companies Act, 2013 provides inter alia that the remuneration payable to the Directors of the Company including any Managing Director or Whole Time Director shall be determined in accordance with and subject to the provisions of Section 197 either by the Articles of the company or by a resolution or if the Articles so require by a Special Resolution passed by the company in General Meeting. Accordingly, this resolution has been proposed in terms of Section 197 read with Schedule V of the Act. The Board of Directors at their meeting held on, 27th October, 2018 based on the recommendations of the Nomination and Remuneration Committee at their meeting held on 27th October, 2018, approved the payment of remuneration to be paid Shri Vinod Saraf, in accordance with the provisions of Section 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), for the period of Five years from 27th October 2018 To 26th October, 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting. The agreement between the Company and Mr. Vinod Saraf providing the terms and conditions of his appointment is available for inspection by the members at the Registered Office of the Company on any working day between 11 a.m. and 1.00 p.m. Except Mr. Vinod Saraf, Ms. Vinati Saraf Mutreja, Ms. Viral Saraf Mittal and Mr. Sunil Saraf (being relatives) no other Director and KMP and their relatives are interested in this resolution. The Board recommends the Resolution at item No.5 of the Notice for acceptance by the members. The Board recommends passing of the ordinary resolution. Item No. 6 Ms. Vinati Saraf Mutreja was re-appointed as Executive Director of the Company for a period from 20th May 2016 on the terms and 127
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Corrected Explanatory Statement Pursuant to Section 102 of The Companies Act, 2013
In conformity with the provisions of Section 102 of the Companies
Act, 2013, the following Explanatory Statement sets out all
material facts in respect of Item Nos. 4 to 10.
Item No. 4:
The Board of Directors of the Company on the recommendation of
the Audit Committee, approved the appointment and remuneration
of M/s. N. Ritesh & Associates, Cost Accountants, to conduct the
audit of the Cost records of the Company for the financial year
ending March 31, 2019.
In terms of the provisions of Section 148 of the Companies Act,
2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor is to
be approved by the Board of Directors and subsequently ratified
by the Members of the Company. Accordingly, the Members are
requested to ratify the remuneration payable to the Cost Auditor
for the financial year ending March 31, 2019, as set out in the
Resolution for the aforesaid services to be rendered by them.
None of the Directors or Key Managerial Personnel of the Company
or their relatives is/are in any way concerned or interested, in the
said resolution as set out at the Item No. 4 of the Notice for
approval by the members.
The Board recommends this Ordinary Resolution as set out at Item
No. 4 of the accompanying Notice for approval by the members.
Item No. 5
Mr. Vinod Saraf was re-appointed as Managing Director of the
Company for a period from 1st November 2015 on the terms and
conditions and remuneration approved by the members at the 27th
Annual General Meeting of the Company held on 6th August 2016.
A brief profile along with other details of Shri Vinod Saraf in
compliance with Schedule V of the Companies Act, 2013 are
provided below:
He has been able to develop a strong management team who work
on formulation of strategy, expansion plan and other management
policies under his able guidance. With his untiring efforts, focused
attention and diligent work, he has been able to remain in touch
with the management team on day to day basis.
Considering his capabilities and rich experience to be beneficial
for the Company, the Board of Directors in its meeting held on
27th October, 2018, decided to recommend appointment of Mr.
Vinod Saraf as whole Time Director and Chairman of the Board,
designated as “Chairman & Executive Director” for term of 5 years
w. e. f. 27th October, 2018, on the terms and condition stated in
the resolution appearing under special business.
Pursuant to the amendment provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 New
Clause 17 (1 B), which is applicable with effect from 1st April
2020. and other applicable provisions if any ,Shri Vinod Saraf will
step down as Chairman of the Company and continue as
Executive Director of the Company. w. e. f. 1st April 2020 onwards,
if necessary.
In this connection Section 102(2) of the Companies Act, 2013
provides inter alia that the remuneration payable to the Directors
of the Company including any Managing Director or Whole Time
Director shall be determined in accordance with and subject to the
provisions of Section 197 either by the Articles of the company or
by a resolution or if the Articles so require by a Special Resolution
passed by the company in General Meeting. Accordingly, this
resolution has been proposed in terms of Section 197 read with
Schedule V of the Act.
The Board of Directors at their meeting held on, 27th October,
2018 based on the recommendations of the Nomination and
Remuneration Committee at their meeting held on 27th October, 2018,
approved the payment of remuneration to be paid Shri Vinod Saraf,
in accordance with the provisions of Section 197, 198, Schedule V
and other applicable provisions, if any, of the Companies Act, 2013
read with Companies (Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment thereof,
for the time being in force), for the period of Five years from 27th
October 2018 To 26th October, 2023 subject to the approval of the
shareholders at the ensuing Annual General Meeting.
The agreement between the Company and Mr. Vinod Saraf
providing the terms and conditions of his appointment is available
for inspection by the members at the Registered Office of the
Company on any working day between 11 a.m. and 1.00 p.m.
Mittal and Mr. Sunil Saraf (being relatives) no other Director and KMP
and their relatives are interested in this resolution.
The Board recommends the Resolution at item No.5 of the Notice
for acceptance by the members.
The Board recommends passing of the ordinary resolution.
Item No. 6
Ms. Vinati Saraf Mutreja was re-appointed as Executive Director of
the Company for a period from 20th May 2016 on the terms and
127
conditions and remuneration approved by the members at the 27th
Annual General Meeting of the Company held on 6th August 2016.
“Considering her capabilities and rich experience to be beneficial for the Company, the Board of Directors in its meeting held on 27th October, 2018 on recommendation of the Nomination and Remuneration Committee decided to recommend and appoint Ms. Vinati Saraf Mutreja as Managing Director and Chief Executive Officer for a term of five years from the 27th October, 2018 on the terms and conditions stated in the resolution appearing under Special Business“
In this connection Section 102(2) of the Companies Act, 2013
provides inter alia that the remuneration payable to the Directors
of the Company including any Managing Director or Whole Time
Director shall be determined in accordance with and subject to the
provisions of Section 197 either by the Articles of the company or
by a resolution or if the Articles so require by a Special Resolution
passed by the company in General Meeting. Accordingly, this
resolution has been proposed in terms of Section 197 read with
Schedule V of the Act.
The agreement between the Company and Ms. Vinati Saraf Mutreja
providing the terms and conditions of her re-appointment is
available for inspection by the members at the Registered Office of
the Company on any working day between 11 a.m. and 1.00 p.m.
PROXY FORM [Pursuant to Section 105 (6) of the Companies Act, 2013 read with Rule 19(3) of the Companies
(Management & Administration) Rules, 2014]
Name of the Member(s):.................................................................................................................................................................
I/ We being the member(s) of...............................................................................shares of the above named Company hereby appoint:
Ordinary Business 1 Adoption of the audited financial statements of the Company for the financial year ended
31st March, 2019 together with the reports of the Board of Directors and Auditors’ thereon
2 Declaration of final dividend on equity shares 3 Re-appointment of Mr. Sunil Saraf (DIN: 00076887) as a Director of the Company Special Business 4 Ratification of the remuneration payable to M/s. N. Ritesh & Associates., Cost Accountants
(Firm’s Registration No. 100675) for the Financial Year 2019-20.
5 Appointment and Payment of Remuneration to Shri Vinod Saraf (holding DIN: 00076708),
as Chairman & Executive Director of the Company for the period from 27th October, 2018
to 26th October, 2023.
6 Appointment and Payment of Remuneration to Ms. Vinati Saraf Mutreja (holding DIN:
00079184), as a Managing Director and CEO of the Company for the period from
27th October, 2018 to 26th October, 2023
7 Re-appointment and Payment of Remuneration to Ms. Viral Saraf Mittal (holding DIN:
02666028), as a Director-CSR & Corporate Strategy of the Company for the period from
19th May , 2019 to 18th May, 2024.
8 Appointment of Ms. Mona Bhide (DIN: 05203026) as a Non-Executive & Independent
Director of the Company.
9 Appointment of Mr. Adesh Kumar Gupta (DIN: 00020403), as a Non-Executive &
Independent Director of the Company.
10 Appointment of Dr. Prof Mannepalli Lakshmi Kantam (DIN: 07831607)as a Non-Executive
& Independent Director of the Company.
Signed this day of 2019
Signature of the Shareholder
Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not
less than 48 hours before the commencement of the Meeting.
Affix
Revenue
Stamp
Form No. SH-13
Nomination Form
[Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies
(Share Capital and Debentures) Rules 2014]
Annexure II
To,
Vinati Organics Limited
B-12 & B-13/1,
MIDC Industrial Area,
Dist. Raigad, Mahad – 402 309,
Maharashtra, India.
I/We the holder(s) of the
securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall
vest, all the rights in respect of such securities in the event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)
Nature of securities Folio No No. of securities Certificate No. Distinctive No.
(2) PARTICULARS OF NOMINEE/S —
(a) Name: (b) Date of Birth:
(c) Father’s/Mother’s/Spouse’s name:
(d) Occupation: (e) Nationality:
(f) Address:
(g) E-mail id:
(h) Relationship with the security holder:
(3) IN CASE NOMINEE IS A MINOR
(a) Date of birth: (b) Date of attaining majority:
(c) Name of guardian:
(d) Address of guardian:
(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY
Name of the Security Holder(s):_.....................................................................................................................................................
Witness with name and address:......................................................................................................................................................