5
Mr. Sandeep Singhal has joined the Board of the company as an additional Director of the company as per section 161(1) and
other applicable provisions, if any of the CompaniesAct, 2013 read with rules made thereunder and in pursuance to theArticles of
Association of the company and would hold office up to the date of this ensuingAnnual General Meeting.
The Company has received a notice in writing fromamember along with a deposit of the requisite amount under section 160 of the
CompaniesAct, 2013 proposing the Candidature of Mr. Sandeep Singhal for the Office of Director of the Company.
Mr. Sandeep Singhal is not disqualified from being appointed as a Director in terms of Section 164 and also meets the criteria of
independence as prescribed under section 149(6) of the CompaniesAct, 2013 and has given his consent to act as a Director.
In the opinion of the Board, Mr. Sandeep Singhal fulfills the conditions specified in the Companies Act, 2013 and clause 49 of the
ListingAgreement for appointment as an Independent Director.
Keeping in view of his vast experience and knowledge, It is proposed to appoint him as an Independent Director of the company
rd
for a period of 5 (five) consecutive years upto conclusion of the 33 Annual General Meeting of the Company in the Calendar Year
2019 as per provisions of section 149 of the CompaniesAct, 2013 and he shall not be included in the total number of Directors for
retirement by rotation.
Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Sandeep Singhal as an Independent
Director, for the approval by the shareholders of the company.
Copy of the draft letter of appointment of Mr. Sandeep Singhal as an Independent Director setting out the terms and conditions is
available for inspection by the members at the Registered Office of the Company and is also available on the website of the
Company i.e
.
Save and except Mr. Sandeep Singhal, being an appointee, none of the Directors and Key Managerial personnel of the company
and their relatives is concerned or interested, financial or otherwise, in the resolution set out in itemNo. 6.
ITEMNO. 7
Mr. Raj Kumar Bhargava (DIN : 00016949), a retired IAS officer, is BA (Hons) and M.A. During his tenure with the Government of
India, he served as an Industry Secretary, Finance Secretary, Irrigation & Power Secretary and Chief secretary in U.P. He has also
served Government of India as Jt. Secretary Petroleum, Jt. Secretary Industries, Secretary Home and Secretary Urban
Development. He has wide experience in industry, finance and infrastructure. Mr. Raj Kumar Bhargava joined the Board of the
th
company on 9 November, 1998 as an Independent Director, liable to retire by Rotation at thisAnnual General Meeting.
In accordance with the relevant provisions of the Articles of Association of the Company and the erstwhile provisions of the
th
CompaniesAct, 1956, Mr. Raj Kumar Bhargava was re-appointed on 13 July 2012.
The provisions of the Companies Act, 2013 with respect to the appointment and tenure of the Independent Directors have come
into effect. The Board of Directors of the Company has decided to adopt the provisions with respect to the appointment and tenure
of the Independent Directors which is consistent with the CompaniesAct, 2013 and the amended listing agreement. The transition
to the Companies Act, 2013 will be managed by appointing Mr. Raj Kumar Bhargava as an Independent Director for a period of 5
rd
(five) consecutive years for a term up to the conclusion of the 33 Annual General Meeting of the Company in the Calendar Year
2019. He shall not be included in the total number of Directors for retirement by rotation.
The Company has received a notice in writing fromamember along with a deposit of the requisite amount under section 160 of the
CompaniesAct, 2013 proposing the Candidature of Mr. Raj Kumar Bhargava for the Office of Director of the Company.
In the opinion of the Board, Mr. Raj Kumar Bhargava fulfills the conditions specified in the Companies Act, 2013 for such an
appointment and is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and
has given his consent to act as Director. He also meets the criteria of independence as prescribed under section 149(6) of the
CompaniesAct, 2013 and Listing agreement.
The Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to
avail his services on the Board of the Company. Accordingly, the Board recommends the resolution in relation to the appointment
of Mr. Raj Kumar Bhargava as an Independent Director, for the approval by the shareholders of the company.
Copy of the draft letter of appointment of Mr. Raj Kumar Bhargava as an Independent Director setting out the terms and conditions
is available for inspection by the members at the Registered Office of the Company and is also available on the website of the
Company i.e
.
Except Mr. Raj Kumar Bhargava, being an appointee, none of the Directors and Key Managerial personnel of the company and
their relatives is concerned or interested, financial or otherwise, in the resolution set out in itemNo. 7.
