26 July 2024
1) Alteration of Articles of Association:
The Company is seeking approval of the members regarding alteration of Clause 100.2 of the Articles of
Association of the Company. As per the existing clause 100.2 of the Articles of Association of the Company a Promoter Director shall be appointed as chairman (“Chairman”) of the Board for all meetings of the Board. It further states that once Independent Directors are appointed on the Board, one of the Independent Directors shall be appointed as Chairman of the Board. It is proposed to alter the said provisions. As per the proposed amendment in the clause 100.2 of the Articles of Association of the Company, one of the Non-Executive Director shall be appointed as Chairman of the Company and in the event of absence/ unavailability of the said Non-executive Director who has been so appointed as the Chairman, for any meeting, any other director (non-executive or executive) may be elected as Chairman for that particular meeting, as may be agreed by the Board of Directors on a case-to-case basis.
2) Appointment of Mr. Vivek Gambhir as a Non-Executive, Non-Independent Director pursuant to change in designation:
Mr. Vivek Gambhir was appointed as a Whole-time Director of the Company effective from July 05, 2022 and his appointment was regularized by the shareholders in their Annual General Meeting held on December 23, 2023. Mr. Vivek Gambhir has resigned from the employment of the Company and basis the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on May 04, 2023 has appointed Mr. Vivek Gambhir as a Non-executive, Non Independent Director of the Company (“NED”), and he shall be liable to retire by rotation. Mr. Gambhir’s appointment as NED is pursuant to change in his designation from Whole-time Director to Non-Executive, Non Independent Director.
3) Appointment of Mr. Sameer Mehta, Whole-time Director as Chief Executive Officer of the Company
Mr. Sameer Mehta was appointed as a Whole-time Director (WTD) of the Company with effect from July 05, 2022. Based on the recommendation of the Nomination and Remuneration Committee, the Board felt it appropriate to entrust Mr. Mehta with additional responsibility of Chief Executive Officer of the Company (“CEO”). The Board of Directors in their meeting held on May 04, 2023 appointed Mr. Sameer Mehta, WTD of the Company, as CEO of the Company with immediate effect. Pursuant to the appointment of Mr. Sameer Mehta as CEO, his designation has been changed to WTD & CEO of the Company effective from May 04, 2023. Mr. Sameer Mehta’s terms and conditions of appointment as CEO will be the same as Whole-time Director of the Company and there will be no change in remuneration or other terms also. The member had already approved the terms and conditions of Mr. Sameer Mehta’s appointment as Whole-time Director of the Company in the Annual General Meeting held on December 23, 2022.
Key Notes:
| Commencement of e-voting | Wednesday, May 10, 2023 (10.00 a.m. IST) | |
| Conclusion of e-voting | Thursday, June 08, 2023 (5:00 p.m. IST) |
- Members cannot exercise votes by proxy on Postal Ballot.
- The results of voting by postal ballot (including voting through electronic means) will be declared on or before 5.00 P.M., June 9, 2023 at the Registered Office of the Company at Unit No. 204 & 205, 2nd floor in Wing-“D” & Wing-“E”, Corporate Avenue, Andheri Ghatkopar Link Road, Andheri (East), Mumbai-400093, Maharashtra, India.
- For instructions for members for voting electronically, refer page 5 of the attached file.