nicco engineering services limited cin ... · nicco engineering services limited 2 "resolved...

NICCO ENGINEERING SERVICES LIMITED

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CIN: U74210WB2000PLC092471

Registered Office: Nicco House, 2 Hare Street, Kolkata-700001.

Tel:6628-5202 Fax:2243-0782.

E-mail: [email protected] Website:www.niccoengineering.com

NOTICE OF THE 19TH ANNUAL GENERAL MEETING TO THE MEMBERS

NOTICE is hereby given that the 19th Annual General Meeting of the Members of NICCO

ENGINEERING SERVICES LIMITED will be held at the Registered Office of the Company at Nicco

House, 1st Floor, 2 Hare Street, Kolkata 700 001, on Friday, the 30th day of August, 2019 at 12 noon to

transact the following business: -

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year

ended March 31, 2019 (both Standalone and Consolidated basis), together with the Reports of the

Auditors and the Board of Directors thereon.

2. To appoint a Director in place of Rajive Kaul (DIN:00065554) who retires by rotation and being

eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Mohan Kishen Ogra (DIN:01081215) who retires by rotation and

being eligible, offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard, pass the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 of the Companies Act, 2013 (“Act”) and other

applicable provisions, if any, of the said Act read with the Companies (Audit and Auditors) Rules,

2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) M/s.

Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), be and is hereby appointed as

the Statutory Auditors of the Company to hold office for a period of five consecutive years

commencing from the conclusion of this Annual General Meeting till the conclusion of 24th Annual

General Meeting at a remuneration to be fixed by the Board of Directors of the Company from time

to time.”

SPECIAL BUSINESS:

5. Appointment of Mr. Ashok Kumar Dhar as the Director

To consider appointment of Mr. Ashok Kumar Dhar (DIN: 07124325) as Director of the Company

and for this purpose to consider and if thought fit, to pass, with or without modification, the following

resolution as Ordinary Resolution.

mailto:[email protected]

http://www.niccoengineering.com/

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do


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"RESOLVED THAT Mr. Ashok Kumar Dhar (DIN: 07124325), was appointed as an Additional

Director on the Board of Directors of the Company with effect from 22nd November, 2018 and holds

his office up to the ensuing Annual General Meeting and is eligible to be appointed as Director of the

Company and the Company has received a notice in writing from a member proposing his candidature

for the office of Director of the Company and consequently Mr. Dhar be and is hereby appointed as a

Director of the Company in terms of section 160 and other applicable provisions, if any, of the

Companies Act, 2013, liable to retire by rotation."

6. Re-appointment of Mr. Sunil Kumar Pal as the Wholetime Director

To consider re-appointment of Mr. Sunil Kumar Pal (DIN: 00752365) as Wholetime Director of

Company for a period of one year commencing from 01st July, 2019 and for this purpose to consider

and if thought fit, to pass, with or without modification, the following resolution as Special Resolution:

“RESOLVED THAT in accordance with the provisions of sections 196, 197, 198 and other applicable

provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made there under (including any

statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of

the Act and subject to such other approvals/clearances as may be required, approval of members be

and is hereby accorded to the re-appointment of and payment of remuneration and perquisites to Mr.

Sunil Kumar Pal (DIN: 00752365) for a period of one year with effect from 01st July, 2019 to 30th

June, 2020, upon the terms and conditions as set out in the Explanatory Statement annexed to the

Notice convening this Annual General Meeting, including the remuneration to be paid in the event of

loss or inadequacy of profits during the tenure of his appointment with an authority and power to the

Board of Directors of the Company ("the Board"), to alter and vary the terms and conditions, referred

to above, in such manner as may be agreed to by and between the Board and Mr. Sunil Kumar Pal.”

"RESOLVED FURTHER THAT the Board and the Company Secretary be and is hereby severally

authorised to do and perform all such acts, deeds, matters and things as may be considered necessary,

usual or expedient to give effect to this resolution."

7. Approval of remuneration payable to Mr. Shiv Siddhant Narayan Kaul as the Managing

Director

To consider approval of remuneration payable to Mr. Shiv Siddhant Narayan Kaul (DIN: 01495808)

as Managing Director of Company with effect from 01st April, 2019 for the remaining period of his

present term of appointment up to 31st March, 2021 and for this purpose to consider and if thought fit,

to pass, with or without modification, the following resolution as Special Resolution:

“RESOLVED THAT Mr. Shiv Siddhant Narayan Kaul (DIN: 01495808) was re-appointed as the

Managing Director of the Company vide resolution of members dated 27th September, 2016 for a term

of five years ending on 31st March, 2021 and in terms of Sections 196, 197 and 198 read with Schedule

V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do


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to as the “Act”) and the Rules framed thereunder, (including any statutory modifications or re-

enactment thereof, for the time being in force) and subject to such other approvals as may be necessary,

the approval of the Members be and is hereby accorded for the payment of the remuneration to Mr.

Shiv Siddhant Narayan Kaul, Managing Director, for the remaining period of two years viz., from

01st April, 2019 to 31st March, 2021, as set out in the Explanatory Statement annexed to the notice

convening this Annual General Meeting, including the remuneration to be paid to him in the event of

loss or inadequacy of profits in any financial year during the aforesaid period and the other terms and

conditions of the resolution of members dated 27th September, 2019 remain unaltered.”

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

to vary and/or revise the remuneration of Mr. Shiv Siddhant Narayan Kaul as Managing Director

within the overall limits under the Act and to do and perform all such acts, deeds, matters and things

as may be considered necessary, usual or expedient to give effect to this resolution."

8. Alteration of Object Clause of the Memorandum of Association of the Company

To consider addition in object clause of Memorandum of Association and for this purpose to consider

and if thought fit, to pass, with or without modification, the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to Sections 4,13 and other applicable provisions, if any, of the

Companies Act, 2013 (“the Act”) and the rules framed thereunder (including any statutory

amendment(s), modification(s) or re-enactment(s) thereof for the time being in force) and subject to

necessary approval(s) required, if any, in this regard from appropriate authorities, the approval of the

Members of the Company be and is hereby granted for amending the Object Clause of the

Memorandum of Association of the Company by inserting Clause no. III(A)(xiv) to III(A)(xxi) after

the existing Clause no. III(A)(xiii) which is as follows-

xiv) To engage in the business of providing consultancy services in the field of software development

and engineering and to provide services of project management, IT requirements management,

whether domestic or overseas.

xv) To carry on the business of providing technical services, business transformation projects and

assistance for start- up, commencement and expansion programme in the field of information

technology in all its forms and perspectives.

xvi) To establish, maintain, manage, conduct, provide, procure or make available computer

software/hardware services of every kind including commercial, statistical, financial,

accountancy, management, educational, engineering, data processing, computer training and

educational centers, communication and other technological/social services, competence

centers, technical support centers, business and information technology centers, computer audit,

quality assurance services in India and abroad.

xvii) To undertake all activities relating to software development for any industry, business,

application, product, device, computer, microprocessor, including design and implementation

of hardware and software for all such services whether in India/abroad.

xviii) To undertake research and development in the field of information technology and to establish,


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provide, maintain and operate research laboratories, workshops, projects and programmes.

xix) To carry on the business of recruitment and placement services of all kind of personnel including

managers, professionals, executives, skilled, semi-skilled, un-skilled workers, labourers, other

technical personnel and software personnel in India and abroad and to conduct employment

bureau and to provide HR consultancy and other services in connection with requirements of

persons and manpower supply in India and abroad.

xx) To carry on the business of Knowledge Process Outsourcing and consultancy in the field of

technical, engineering and human resource for all processes, sub processes, transactions,

activities and all other work performed by business within India and across the world.

xxi) To engage in any lawful act or activity or business to pursue any specific object or objects as

mentioned above.”

“RESOLVED FURTHER THAT the any of the Director and Company Secretary be and are hereby

severally authorised to sign all such forms and returns and other documents and to do all such acts,

deeds and things as may be necessary to give effect to the aforesaid resolution.”

Registered Office :

By Order of the Board

NICCO HOUSE NICCO ENGINEERING SERVICES

LTD.

1st Floor

2 Hare Street S/d

Kolkata 700 001 Aanchal Mundhra

Dated:05.08.2019 Company Secretary

ACS:53924


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Notes :

1. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend

and vote instead of himself and such Proxy need not be a Member of the Company.

Proxies to be effective must be lodged with the Company’s Registered Office not less than 48 hours

before the start of the Meeting.

A person can act as Proxy on behalf of Members not exceeding 50 and holding in the aggregate not

more than 10% of the total share capital of the Company carrying voting rights. In case a Proxy is

proposed to be appointed by a Member holding more than 10% of the total share capital of the

Company carrying voting rights, then such person shall not act as a Proxy for any other Member.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 concerning the Special

Business in the Notice of this Annual General Meeting is annexed hereto and forms part of this Notice.

3. Members and Proxies are requested to bring their Attendance Slips together with their copies of the

Annual Reports and Accounts to the Meeting.

4. Representatives of Corporate shareholders are requested to bring Board Resolution passed under

Section 113 of the Companies Act, 2013 authorizing a person to attend and vote on behalf of the

Corporate Shareholder.

5. A Route map showing directions to reach the venue of the 19th Annual General Meeting is given

below as per the requirement of the Secretarial Standard on General Meetings (SS-2).

Venue of the AGM: Nicco House, 1st Floor, 2 Hare Street, Kolkata- 700 001


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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to Item Nos. 5 to 8 mentioned in the accompanying

Notice.

ITEM NO. 5: Appointment of Mr. Ashok Kumar Dhar as Director.

The Board of Directors of the Company at its meeting held on 22nd November, 2018 appointed Mr. Ashok Kumar

Dhar as an Additional Director of the Company with effect from 22nd November 2018 and as per the provisions of

Section 161 of the Companies Act, 2013 (“Act”) Mr. Dhar shall hold office up to the date of the ensuing Annual

General Meeting (‘AGM’) and is eligible to be appointed as a Director of the Company.

A notice has been received from a shareholder of the company as required under the Act proposing Mr. Ashok

Kumar Dhar (DIN:07124325) as a candidate to be appointed as a director liable to retire by rotation.

Mr. Dhar, aged 64 is a Chemical Engineer by profession and is presently the Principal Consultant and Director at

Akarosi Business & Management Services Private Limited. His previous employment was with Reliance Industries

Limited where he was designated as the President. Your Board is of opinion that Mr. Dhar will contribute to the

growth and expansion of the business of the company, and therefore, his appointment is beneficial to the Company.

Mr. Ashok Kumar Dhar is not disqualified from being appointed as a director and has complied the requirement of

the Act and has submitted (i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the

Companies (Appointment and Qualifications of Directors) Rules, 2014; and (ii) Intimation in Form DIR-8 in terms

of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Mr. Ashok Kumar Dhar and Mr. Mohan Kishen Ogra being related are interested in the Resolution as set out in

item No. 5 of the attached notice. None of the other Directors and Key Managerial Personnel of the Company is

concerned or interested in the said Resolution.

Consequent to his appointment, Mr. Dhar attended all the three Board Meetings held on 22nd November, 2018; 25th

February, 2019 and 26th March, 2019. Mr. Dhar does not hold any shares in the Company.

Since the appointment of Mr. Dhar has been recommended by the Board, hence the requirement of deposit in terms

of Section 160(1) of the Companies Act, 2013 towards his appointment to the office of Director is not applicable.

The Board recommends the resolution set forth in item No. 5 for the approval of the members.

ITEM NO. 6 – Re-appointment of Mr. Sunil Kumar Pal as Wholetime Director.

Mr. Sunil Kumar Pal is a Mechanical Engineer and has been with Nicco Group for 33 years. He has over forty years

of experience in Project and Engineering Services in which the Company operates. He had been first appointed on

the Board of the Company on 29th January, 2007 and holds 12 shares of the Company. Mr. Pal had attended all the

six board meetings held during the Financial Year 2018-19.

The Board of Directors of the Company at its Meeting held on 02nd May, 2019, had re-appointed Mr. Sunil Kumar

Pal as Wholetime Director of the Company for a further period of one year commencing from 01st July, 2019 up to

the close of business hours on 30th June, 2020 subject to the approval of the Members of the Company in General

Meeting.

In accordance with the terms of re-appointment, Mr. Sunil Kumar Pal will be entitled to the following remuneration:


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Salary and Perquisites payable to Mr. Sunil Kumar Pal, Wholetime Director with effect from 01st July, 2019.

I. Salary

Rs 1,80,000/- per month

II. Perquisites

Perquisites shall be in addition to salary and they shall be restricted to the following:-

(i) Reimbursement of telephone rental and call charges (personal calls excluded) to be paid at actual.

(ii) Medical Insurance claim: Insurance for Hospitalisation / Nursing Home Treatment from Mediclaim.

(iii) Car : The Company shall provide an AC Car and a Driver. Provision of car for use on Company’s business

will not be considered as a perquisite.

Use of car for private purposes shall be treated as a perquisite as per Income Tax Rules.

III. Any specific expenses incurred by Mr. Sunil Kumar Pal, in connection with the Company’s work shall be

reimbursed to him.

IV. Minimum Remuneration

Notwithstanding anything to the contrary contained herein, where in any financial year during the currency of

the tenure of Mr. Sunil Kumar Pal, Wholetime Director, the Company has no profits or its profits are

inadequate, the Company will pay him remuneration by way of salary and perquisites as specified above, as

Minimum Remuneration, not exceeding salary limit specified in Part II (Section II) of Schedule V of the

Companies Act, 2013.

The above remuneration is within the ceiling laid down in sections 196 and 197, read with Schedule V of the

Companies Act, 2013.

1. The above terms and conditions of the said re-appointment may be altered and varied from time to time

by the Board as it may, in its discretion, deem fit, within the maximum amount payable to Wholetime

Directors in accordance with Schedule V of the Act, or any amendments made hereafter in this regard.

2. The re-appointment may be terminated by either party giving the other party six months’ notice or the

Company paying six months’ salary in lieu thereof.

3. If at any time, the Wholetime Director ceases to be a Director of the Company for any cause whatsoever,

he shall cease to be the Wholetime Director.

4. If at any time the Wholetime Director ceases to be the Wholetime Director of the Company for any cause

whatsoever, he shall cease to be a Director of the Company.

5. The Wholetime Director is appointed by virtue of his employment in the Company and his appointment is

subject to the provisions of section 167 of the Act, while at the same time, the Wholetime Director is liable

to retire by rotation.

6. If at any time the Wholetime Director ceases to be in the employment of the Company for any cause

whatsoever, he shall cease to be a Director of the Company.

During the present tenure of appointment, Mr. Pal will attain the age of 70 years. As per the requirement of the

Companies Act, 2013 the consent of the Members by way of special resolution is required for appointment of Mr.

Pal as Wholetime Director who will have attained the age of seventy years.

Except Mr. Sunil Kumar Pal, no other Director and Key Managerial Personnel of the Company or their relatives is

concerned or interested, financially or otherwise, in the resolution.

The Board considers that the Company will benefit from the re-appointment of Mr. Sunil Kumar Pal and

recommends the Special Resolution set forth in item No. 6 for the approval of the Members.


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ITEM NO. 7 – Approval of remuneration to be paid to Mr. Shiv Siddhant Narayan Kaul as Managing Director with

effect from 01st April, 2019 for the remaining period of his present term of appointment up to 31st March, 2021.

The Board of Directors of the Company at its Meeting held on 17th May, 2016, had recommended the re-

appointment of Mr. Shiv Siddhant Narayan Kaul as Managing Director of the Company for a further period of 5

years with effect from 01st April, 2016 to 31st March, 2021 and the same was approved by the Members at the 16th

Annual General Meeting held on 27th September, 2016. In terms of Section II of Part II of Schedule V to the

Companies Act, 2013, the remuneration payable to Mr. Shiv Siddhant Narayan Kaul was approved for a period of

three years w.e.f., 01st April, 2016 to 31st March, 2019.

The approval of the Members is sought pursuant to Section 197(1) of the Companies Act, 2013 as amended from

time to time for the revision in remuneration payable to Mr. Shiv Siddhant Narayan Kaul as the Managing Director

of the Company for the balance two years of his term i.e. from 01st April, 2019 to 31st March, 2021. The details are

set out below:

I. Salary:

Rs. 2,70,000/- per month in the scale of: –

Minimum Maximum

Rs 2,70,000/- Rs.4,00,000/-

Annual increments in the aforesaid scale, which will be due from 01st April each year, will be decided by the Board

of Directors.

II. Perquisites:

Besides the above salary, Mr. Shiv Siddhant Narayan Kaul shall be entitled to the following perquisites: -

(a)Free accommodation or House Rent Allowance (at 60% of salary) in lieu thereof, reimbursement of expenses

for gas, electricity and water, furnishings, maintenance charges, servant allowance, medical reimbursement,

medical insurance, accident insurance, leave travel assistance for self and family, club fees, club expenses, fees

to professional institutes and such other perquisites subject to the ceiling as mentioned herein below.

For the purpose of calculating the annual value of the perquisites, the same shall be evaluated as per the Income

Tax Rules, wherever applicable. In the absence of any such Rule, the same shall be evaluated at actual cost.

Provision for use of car for official duties and telephone at residence and use of mobile phone shall not be

included in the computation of perquisites value.

(b)The Company’s contribution to Provident Fund and Superannuation Fund in accordance with the Rules and

Regulations of the Company. Such contributions will not be included in the computation of the ceiling on

remuneration to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

(c)Gratuity in accordance with the Rules and Regulations of the Company and this will not be included in

computing limits for remuneration.

(d)Encashment of leave at the end of the tenure which will not be included in the computation of the ceiling on

remuneration.

III. Minimum Remuneration:

In the event of loss or inadequacy of profits of the Company in any financial year during the remaining tenure

of Mr. Kaul, he shall be entitled to receive the total remuneration (excluding the exempted perquisites detailed

at II. (b), (c) and (d) above) not exceeding the limit specified in Part II (Section II) of Schedule V to the

Companies Act, 2013 as Minimum Remuneration.


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The members may note that the other terms and conditions (except remuneration) relating to appointment of Mr.

Shiv Siddhant Narayan Kaul would remain the same.

Mr. Shiv Siddhant Narayan Kaul and Mr. Rajive Kaul, being related are interested in the Resolution as set out in

item No. 7 of the attached notice. None of the other Directors and Key Managerial Personnel of the Company is

concerned or interested in the said Resolution.


ITEM NO. 8: Alteration of object clause of Memorandum of Association of the Company.

At present, your Company provides engineering services which includes Online Leak Sealing, Online Valve

Testing, Spiral Welding, Metal Stitching Workshop Services and Onsite Machining and is also engaged in

distribution of Belzona Products. The business of the Company is derived from the industrial and manufacturing

sector of the economy, which is not expected to grow as fast as the service and consumer sectors. To expand its

scope of operations and diversify the business of the Company, the Directors of your Company wish to explore

new areas of business relating to Information Technology (IT), Human Resource (HR) and Knowledge Process

Outsourcing (KPO). In order to enable the Company to undertake businesses proposed in the Item No.8 with the

existing objects/activities of the Company, it is necessary that the Object Clause of the Memorandum of Association

of the Company (“MOA”) be amended.

The Directors propose that the object clause of the MOA of the Company shall be modified by incorporating certain

new clauses under the Objects Clause after Clause no. III(A)(xiii) of the MOA of the Company as mentioned in

the resolution at Item No. 8 of the Notice.

The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant

to the provisions of Section 13 of the Companies Act, 2013.

The Board of Directors of the Company has accorded its approval to the alteration of the MOA subject to the

requisite approval by the Members, at their meeting held on 05th August, 2019 and recommended the same for the

approval by the Members.

A copy of amended set of the Memorandum of Association of the company would be available for inspection of

members on any working day, during business hours between 2.00 PM to 4.00 PM at the registered office of the

company up to the date of the Meeting and at the venue of the Meeting for the duration of the Meeting.

None of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested in the

said Special Resolution, except to the extent of their equity holdings in the Company.


Registered Office :

By Order of the Board NICCO HOUSE NICCO ENGINEERING SERVICES LTD.

1st Floor

2 Hare Street S/d Kolkata 700 001 Aanchal Mundhra


ACS:53924


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Particulars as required under Section II of Schedule V of the Companies Act, 2013.

I. General Information

1. Nature of Industry:

Providing specialty industrial maintenance products and services.

2. Date of commencement of commercial production:

The Company is an existing operational Company since 2000.

3. Financial performance:

During the F.Y 2018-19, the Company recorded a gross revenue of ` 5166.94 lakhs and profit before tax

of ` 715.09 lakhs.

4. Foreign Investments or Collaborations, if any:

During the year there has been no foreign investment or collaborations.

II. Information about the Appointee:

PARTICULARS MR. SUNIL KUMAR PAL,

WHOLETIME DIRECTOR

MR. SHIV SIDDHANT NARAYAN KAUL,

MANAGING DIRECTOR

Background

details

He is a Mechanical Engineer and has

been with Nicco Group for 33 years. Mr. Pal has wide experience in Project

and Engineering Services and is

presently, holding Office as a

Wholetime Director of the Company with effect from 01st July, 2019 for a

period of one year till 30th June, 2020.

He has done MSE in Operations Research and

Financial Engineering from Princeton University, Princeton, NJ and Bachelor of Arts, Economics

and Computer Science from College of Wooster,

Wooster OH.

He had worked for four and a half years at the Bank of America’s, Capital Markets Group, rising

to be a Vice President before leaving to join Nicco

Group at Kolkata. Mr. Shiv Siddhant Narayan Kaul took over the

reins of Nicco Engineering Services Limited as

Managing Director w.e.f. 25th May 2007. Further,

he has been re-appointed as a Managing Director by the shareholders at their 16th Annual General

Meeting held on 27th September, 2016 for a period

of five years from 01st April, 2016 to 31st March, 2021.

Past remuneration

The shareholders at the meeting dated

28th September, 2018 approved an

amount of Rs. 1,50,000/- towards remuneration payable to Mr. Pal for

the period 01st January, 2018 to 30th

June, 2019. Further, the Board of Directors in their meeting held on 02nd

May, 2019 have given consent for

payment of Rs. 1,80,000/- per month as the basic salary to Mr. Pal.

The shareholders at the meeting dated 27th

September, 2016 approved the remuneration

payable to Mr. Kaul for the period of three years from 01st April, 2016 to 31st March, 2019. Further,

the Board of Directors in their meeting held on

02nd May, 2019 have given consent for payment of Rs. 2,70,000/- per month as the basic salary to Mr.

Kaul.


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PARTICULARS MR. SUNIL KUMAR PAL,

WHOLETIME DIRECTOR

MR. SHIV SIDDHANT NARAYAN

KAUL, MANAGING DIRECTOR

Recognition or

awards

He has received various certificates

from National Association of Corrosion

Engineers (NACE), an International

Industry Association.

He had been the President of Indian Chamber of

Commerce. He has received a certificate from

NACE for completion of a course on Corrosion

Management and Prevention.

Job profile and his

suitability

He is expected to devote his whole time

and attention to the business of the

Company and perform such duties as

may be entrusted to him by the Board

from time to time and separately

communicated to him and exercise such

powers as may be assigned to him,

subject to the superintendence, control

and directions of the Board in

connection with and in the best interests

of the business of the Company.

He has been looking after the overall affairs

and operations of the Company under the

guidance, supervision and control of the

Board of Directors. He is involved in policy

planning, vision and strategy and long-term

development activities of the Company. Mr.

Kaul has been instrumental in taking the

Company from strength to strength to its

present position. The Company has made

enormous progress under the stewardship of

Mr. Kaul.

Remuneration

proposed

The remuneration proposed has been adequately disclosed in the Explanatory Statement

to the Notice.

Comparative

remuneration profile with respect to

industry, size of the

company, profile of the position and

person

The remuneration as proposed for Mr. Sunil Kumar Pal and Mr. Shiv Siddhant Narayan

Kaul is comparable to that drawn by the peers in the similar capacity in the industry and

is commensurate with the size of the Company and its group and diverse nature of its

businesses.

Pecuniary

relationship directly

or indirectly with the

company, or

relationship with the

managerial

personnel, if any

He holds 12 shares in the Company and

except for the terms of remuneration, as

stated above, he has no other pecuniary

relationship directly or indirectly with

the Company or relationship with the

managerial personnel.

Apart from the remuneration and perquisites

paid to him as a Managing Director as stated above and his shareholding i.e. 12 shares in

the Company, he does not have any pecuniary

relationship with the Company. Further, he is the son of Mr. Rajive Kaul,

Chairman of the Company, and belongs to the

Promoter Group.

III. Other Information

1. Reasons for loss or inadequate profits:

For the year ended 31st March, 2019, the Company has earned a profit of `488.85/- lakhs. However, due to

volatility in market conditions, the economy and other unforeseen factors, the profit in the ensuing years

may not be as envisaged by the Company.

2. Steps taken or proposed to be taken for improvement: While volatility and unforeseeable events cannot be clearly anticipated, the Company is taking sustained

measures for ensuring an increase in scale, breadth and depth of operations. It also considers various

diversification opportunities on an ongoing basis.


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3. Expected increase in productivity and profits in measurable terms: The Industrial sector of Indian Economy continues to be relatively weak and core sector projects in power,

steel, cement and fertiliser sectors continue to be delayed. Once there is a pickup in these activities increase

in the revenue and profits may be possible.

IV. Disclosures in terms of Remuneration Package and elements of Remuneration split between salary,

benefit etc.

These have been adequately disclosed in the Explanatory Statement.

Registered Office :

By Order of the Board

NICCO HOUSE NICCO ENGINEERING SERVICES LTD.

1st Floor

2 Hare Street S/d

Kolkata 700 001 Aanchal Mundhra


ACS:53924

nicco engineering services limited cin ... · nicco engineering services limited 2 "resolved...

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