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BOARD OF DIRECTORS
Mr. T.S.VENKATESAN
Dr. ESTHER MALINI
Mr. MATHEW GEORGE
Mr. N.RAGHAVAN
Mr. K.P.RAGHAVAN
STATUTORY AUDITORS
M.K.DANDEKER & CO.,
Chartered Accountants
REGISTERED OFFICE
Post Box No.979
Mount Poonamallee Road
Manapakkam
Chennai – 600 089
NOTICE
Notice is hereby given for the ELEVENTH ANNUAL GENERAL MEETING of
VADODARA BHARUCH TOLLWAY LIMITED to be held on Thursday, 29th September
2016 at 2.00 P.M at Mount Poonamallee, Manapakkam, Chennai – 600 089 to discuss the
following business:
ORDINARY BUSINESS:
1. To receive and adopt the audited Financial Statement for the period 1st April 2015 to 31st March
2016 and the report of the Directors and Auditors thereon.
2. To appoint the Statutory Auditors of the Company and to fix their Remuneration:
“RESOLVED THAT, the appointment of M/s M. K. Dandeker & Co., Chartered Accountants,
(Firm Registration no. 000679S) having their registered office at No. 244 (Old No. 138), II Floor,
Angappa Naicken Street, Chennai – 600 001, as Statutory Auditors of the Company be and is
hereby ratified to hold office from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting of the Company at a remuneration of Rs.3,96,000/-
p.a for the financial year 2016-2017 excluding out of pocket expenses and taxes as applicable
SPECIAL BUSINESS:
3. To consider and, if thought fit, to pass, with or without modifications if any, the following
Resolution as Ordinary Resolution:
“RESOLVED THAT Mr. Mathew George (DIN 07402208) who was appointed as Additional
Director under Section 161 of the Companies Act 2013 holds office until the date of this Annual
General Meeting, and in respect of whom notice has been received for appointment as Director
from a Member under Section 160 of the Companies Act 2013, be and is hereby appointed as
Director liable to retire by rotation”
4. To consider and, if thought fit, to pass, with or without modifications if any, the following
Resolution as Ordinary Resolution:
“RESOLVED THAT Dr. Esther Malini (DIN No: 07124748) who was appointed as Additional
Director under Section 161 of the Companies Act 2013 holds office until the date of this Annual
General Meeting, and in respect of whom notice has been received for appointment as Director
VADODARA BHARUCH TOLLWAY LIMITED
from a Member under Section 160 of the Companies Act 2013, be and is hereby appointed as
Director liable to retire by rotation”
5. To consider and, if thought fit, to pass, with or without modifications if any, the following
Resolution as Ordinary Resolution:
“RESOLVED THAT Mr. T.S.Venkatesan (DIN No: 01443165), who was appointed as
Additional Director under Section 161 of the Companies Act 2013 holds office until the date of
this Annual General Meeting, and in respect of whom notice has been received for appointment as
Director from a Member under Section 160 of the Companies Act 2013, be and is hereby appointed
as Director liable to retire by rotation”
6. To consider and if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to Rule 14 of the Companies (Audit and Auditors) Rules 2014
released by Ministry of Corporate Affairs, the remuneration of Rs.75,000/- (excluding conveyance,
out of pocket expenses and service tax as applicable) payable to Mr.G.Sukumar, Cost Auditor of
the Company be and is hereby ratified.”
7. To consider and if thought fit, to pass with or without modification, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13(9) and other applicable provisions
of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any
statutory modifications(s) or re-enactment thereof, for the time being in force), the consent of the
Members be and is hereby given for alteration of the Memorandum of Association of the Company
in the following manner:
a. By re-numbering the clauses I, II, III, IV, V and VI of the existing Memorandum of Association
of the Company as 1, 2, 3, 4, 5 and 6 as per the provisions of Section 4(6) and format specified in
Table A of Schedule I of the Companies Act, 2013.”
b.By deleting the words “MAIN’ in the heading of sub-clause IIIA of the existing Memorandum
of Association of the Company.
c. By substituting the heading of sub-clause IIIB of the existing Memorandum of Association of
the Company with the following words :
“MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS
SPECIFIED IN CLAUSE 3A ARE:”
d. By deleting sub-clause IIIC of the existing Memorandum of Association of the Company.
VADODARA BHARUCH TOLLWAY LIMITED
e. By adding the words “and this liability is limited to the amounts unpaid, if any on the shares held
by them” after the words “the liability of the Members is limited” appearing in clause IV of the
existing Memorandum of Association of the Company.
8. To consider and if thought fit, to pass with or without modification, the following Resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 14 and such other provisions of the
Companies Act, 2013 and corresponding Rules, if any as may be applicable and subject to such
other permissions and approvals as may be necessary the Share Capital of the Company appearing
in the Articles of Association of the Company against Article no.2 under ‘Interpretation’ be and
is hereby altered by deleting “Clause V” and by substituting with “Clause 5”.
By the Order of the Board
For VADODARA BHARUCH TOLLWAY LIMITED
K.C.RAMAN
AUTHORISED SIGNATORY
Date:
VADODARA BHARUCH TOLLWAY LIMITED
Notes:
1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect
of the business under items no.3, 4, 5,6,7 & 8 set out above is annexed hereto.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or where that is
allowed, one or more proxies, to attend and vote instead of himself and that a proxy need not be a
member.
3. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rules
thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than ten percent of the total share capital of the Company carrying voting
rights, may appoint a single person as proxy, who shall not act as a proxy for any other member.
4. Proxy form should be submitted to the company atleast 48 hours before the commencement of the
meeting.
5. Corporate members intending to send their authorized representatives to attend the meeting are
requested to send to the Company a certified copy of the Board resolution authorizing their
representative to attend and vote on their behalf at the meeting.
6. Details of Directors seeking appointment/re-appointment at the Annual General Meeting of the
Company to be held on September 29, 2016 are provided in Annexure A of this Notice.
VADODARA BHARUCH TOLLWAY LIMITED
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
As required under Section 102 of the Companies Act, 2013 the following explanatory statement sets out material facts relating to the business under item no. 3, 4, 5 & 6 of the accompanying Notice dated ---------
Item No.3
The Board of Directors appointed Mr. Mathew George (DIN 07402208) as Additional Director
under Section 161 of the Companies Act, 2013 on 19/02/2016. Pursuant to Section 161 of the
Companies Act 2013, he holds office upto the date of this Annual General Meeting.
The Company has received notice from one of its Members namely, L&T Infrastructure
Development Projects Limited for appointing him as Director of the Company with effect from the
date of this Annual General Meeting.
Hence, the Directors recommend the resolution under Item No.3 as an Ordinary Resolution for the
approval of the Shareholders.
Mr. Mathew George is interested in the business to the extent of his appointment.
None of the other Directors except Mr. Mathew George or KMP of the Company or their relatives
thereof are directly or indirectly concerned or interested in this resolution.
Item No.4
The Board of Directors appointed Dr. Esther Malini (DIN: 07124748) as Additional Director under
Section 161 of the Companies Act, 2013 on 14/01/2016. Pursuant to Section 161 of the Companies
Act 2013, she holds office until the conclusion of this Annual General Meeting. Accordingly, she
being eligible for appointment, offers himself to be appointed as Director in the Company.
The Company has received notice from one of its Members namely, L&T Infrastructure
Development Projects Limited for appointing her as Director of the Company with effect from the
conclusion of this Annual General Meeting.
Hence, the Directors recommend the resolution under Item No.4 as an Ordinary Resolution for the
approval of the Shareholders.
Dr. Esther Malini is interested in the business to the extent of her appointment.
None of the other Directors except Dr. Esther Malini or KMP of the Company or their relatives
thereof are directly or indirectly concerned or interested in this resolution.
VADODARA BHARUCH TOLLWAY LIMITED
Item No.5
The Board of Directors appointed Mr. T.S.Venkatesan (DIN: 01443165) as Additional Director
under Section 161 of the Companies Act, 2013 on 13/07/2016. Pursuant to Section 161 of the
Companies Act 2013, he holds office until the conclusion of this Annual General Meeting.
Accordingly, he being eligible for appointment, offers himself to be appointed as Director in the
Company.
The Company has received notice from one of its Members namely, L&T Infrastructure
Development Projects Limited for appointing him as Director of the Company with effect from the
conclusion of this Annual General Meeting.
Hence, the Directors recommend the resolution under Item No.5 as an Ordinary Resolution for the
approval of the Shareholders.
Mr. T.S Venkatesan is interested in the business to the extent of his appointment.
None of the other Directors except Mr. T.S Venkatesan or KMP of the Company or their relatives
thereof are directly or indirectly concerned or interested in this resolution.
Item No.6
The Board of Directors at the Meeting held on 07th September 2016 had appointed
Mr. G. Sukumar as the Cost Auditor of the Company for the year 2015-2016 at a remuneration
of Rs.75,000/- As per Rule 14 of the Companies (Audit and Auditors) Rules 2014 the
remuneration approved by the Board of Directors shall be ratified by the Shareholders at the
General Meeting. In view of this requirement, the remuneration payable to Mr. G. Sukumar is
placed before the shareholders for ratification.
Hence, the Directors recommend the resolution at Item No.6 as an Ordinary Resolution for the
approval of the Shareholders.
None of the Directors or the Key Managerial Personnel of the Company or their relatives are in
any way concerned or interested in the said resolutions.
Item No.7
As per the provisions of Companies Act, 2013 it is necessary to alter the entire Memorandum of
Association as per the format prescribed under Companies Act, 2013.
Accordingly, the Board of Directors, in their Meeting held on 07th September 2016, had approved
the alteration of Memorandum of Association.
VADODARA BHARUCH TOLLWAY LIMITED
The Directors recommend the resolution at Item No.7 as a Special Resolution for the approval of
the Shareholders.
None of the Directors or the Key Managerial Personnel of the Company or their relatives are in
any way concerned or interested in the said resolutions.
Item No.8
The Members are informed that consequent upon the alteration of Memorandum of Association of
the Company as per Companies Act 2013, the Share Capital of the Company appearing in the
existing Articles of Association of the Company against Article no.2 under ‘Interpretation’
requires alteration.
Accordingly, the Board of Directors, in their Meeting held on 07th September 2016, had approved
the alteration of Articles of Association.
The Directors recommend the resolution at Item No.8 as a Special Resolution for the approval of
the Shareholders.
None of the Directors or the Key Managerial Personnel of the Company or their relatives are in
any way concerned or interested in the said resolutions.
By the Order of the Board
For VADODARA BHARUCH TOLLWAY LIMITED
K.C.RAMAN
AUTHORISED SIGNATORY
Date:
Place: Chennai
VADODARA BHARUCH TOLLWAY LIMITED
Annexure A
Details of the directors seeking Appointment/ Re-Appointment in the forthcoming Annual General
Meeting:
Name of Director Mr. T.S.Venkatesan Mr. Mathew George Dr. Esther Malini
Date of Birth 26/01/1960
09/05/1968
April 28, 1969
Nationality Indian Indian Indian
Date of Appointment
on the Board
13/07/2016
19/02/2016
14/01/2016
Qualification B.Com, ICWA
B.E.(ECE) P.G.D.G.M
(Finance & Strategy)
B.E(Civil ), M.E
(Urban
Engineering , Ph.
D in Management
Studies
Experience 35 years
20 Years
Research
Experience-5
Years,
Corporate
Experience -18
Years
Directorships in other
companies
1.L&T Chennai Tada
Tollway Limited
2.PNG Tollway Limited
3.L&T Samakhiali
Gandhidham Tollway
Limited
4.L&T Krishnagiri
Walajahpet Tollway Limited
5.L&T Deccan Tollway
Limited
6.L&T BPP Tollway Limited
7.L & T Western Andhra
Tollways Limited
1.Kudgi Transmission
Limited
2.L&T Transportation
Infrastructure Limited
3.L&T Panipat
Elevated Corridor
Limited
4.L&T Western Andhra
Tollways Limited
5.L&T Devihalli
Hassan Tollway
Limited
6..L&T BPP Tollway
Limited
7.L&T Sambalpur-
Rourkela Tollway
Limited
1.L&T Panipat
Elevated Corridor
Limited
2.L&T Krishnagiri
Thopur Toll Road
Limited
3.L&T Krishnagiri
Walajahpet
Tollway Limited
4.L&T Rajkot –
Vadinar Tollway
Limited
5.L&T Halol –
Shamlaji Tollway
Limited
6.L&T Ahmedabad
Maliya Tollway
Limited
7.L&T Deccan
Tollways Limited
VADODARA BHARUCH TOLLWAY LIMITED
Number of Board
Meetings attended
during the year
Nil 1 3
Memberships/
Chairmanships of
committees across all
companies
L & T Western Andhra
Tollways Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Deccan Tollways
Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Krishnagiri Walajahpet
Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
Remuneration Committee
L&T BPP Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Chennai Tada Tollway
Limited
1.Audit Committee
2.Nomination and
Remuneration Committee
L&T Samakhiali
Gandhidham Tollway
Limited
1.Nomination and
Remuneration Committee
2.Corporate Social
Responsibility
Committee.
L&T Sambalpur -
Rourkela Tollway
Limited
Audit Committee
2.Nomination and
Remuneration
Committee
L&T Krishnagiri
Walajahpet
Tollway Limited
1.Audit Committee
2.Nomination and
Remuneration
Committee
L&T Panipat
Elevated Corridor
Limited
1.Audit Committee
2.Nomination and
Remuneration
Committee
Shareholding in the
Company
1 share jointly with L&T
Infrastructure Development
Projects Limited
Nil 1 share jointly with
L&T Infrastructure
Development
Projects Limited
Relationship with
Directors
Nil Nil Nil
ATTENDANCE SLIP
VADODARA BHARUCH TOLLWAY LIMITED
CIN: U45203TN2005PLC058417
Regd. Office: P.O. Box. 979, Mount Poonamallee Road, Manapakkam, Chennai - 600089.
Eleventh Annual General Meeting, Thursday, 29th September 2016 at 2.00 P.M
Reg. Folio No. ________________
No. of Shares ________________
I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.
I hereby record my presence at the Eleventh Annual General Meeting of the Company, held on
Thursday, 29th September 2016 at 2.00 P.M at the registered office of the Company at Mount
Poonamallee Road, Manapakkam, Chennai - 600089.
___________________ ______________________
Name of the member Signature of Member
______________________ ______________________
Name of the Proxy (In block letters) Signature of Proxy
Note: Please fill the Attendance slip and hand it over at the Entrance of the Meeting Hall.
VADODARA BHARUCH TOLLWAY LIMITED
PROXY FORM
Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: U45203TN2005PLC058417
Name of the Company: VADODARA BHARUCH TOLLWAY LIMITED
Regd. Office: P.O. Box. 979, Mount Poonamallee Road, Manapakkam, Chennai - 600089.
Name of the member (s) :
Registered address :
E-mail Id:
Folio No/ Client Id :
DP ID :
I/We, being the member (s) of _______________ shares of the above named company, hereby
appoint:
1. Name:
Address:
E-mail Id:
Signature: failing him
2. Name:
Address:
E-mail Id:
Signature: failing him
3. Name:
Address:
E-mail Id:
VADODARA BHARUCH TOLLWAY LIMITED
Signature: failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Eleventh
Annual General Meeting of the Company, to be held on Thursday, 29th September 2016 at 2.00
P.M at the Registered office of the Company at Mount Poonamallee Road, Manapakkam, Chennai
– 600089 and at any adjournment thereof in respect of such resolutions as are indicated below:
Item No. Resolutions For Against
Ordinary Business
1 Adoption of the audited Financial Statements for the period from
1st April, 2015 to 31st March 2016 and the Reports of the Directors
and Auditors thereon.
2 Re-Appointment of Statutory Auditors of the Company and to fix
their Remuneration.
Special Business
3 Appointment of Mr. Mathew George (DIN 07402208) as Director
of the Company.
4 Appointment of Dr. Esther Malini (DIN No: 07124748) as
Director of the Company.
5 Appointment of Mr. T.S.Venkatesan (DIN No 01443165), as
Director of the Company.
6 Ratification of the remuneration payable to the Mr.G.Sukumar,
Cost Auditor of the Company
7 Alteration of Memorandum of Association
8 Alteration of Articles of Association
Signed this ___________day of ___________________2016
Signature of shareholder
Signature of Proxy holder(s)
Affix
Revenue
Stamp
VADODARA BHARUCH TOLLWAY LIMITED
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.
Route map to the 11th AGM venue of Vadodara Bharuch Tollway Limited
Vadodara Bharuch
Tollway Limited
(Near Miot International
Hospitals)