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Deepak Nitrite Limited — Proxy Solicitation & Information Statement 2019
Mar 1, 2019
60910_rns_2019-03-01_99a2cc36-5787-4ad2-b6c6-bae85f2620ea.pdf
Proxy Solicitation & Information Statement
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DNL/1 38/BSE/1 005/20 l9 March 1.2019
Too Department of Corporate Service BSE Limited Phiroze Jeejeebhoy Towers Dalal street MUMBAI _ 4OO OOl
Dear Sir,
Scrip Code: 506401
Ref: Intimation of Postal Ballot
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), 2015, we wish to inform you that the Company propose to pass Special Resolutions through Postal Ballot/E-Voting seeking approval of Members of the Company for:
- 1" Approval for continuation of Shri Sandesh KumarAnand (DIN:00001792) asNon-Executive and Independent Director, who has attained the age of seventy five (75) Years.
- 2" Approval for continuation of Prof. Indira Parikh (DIN:00143801) as Non-Executive and Independent Director, who has attained the age of seventy five (75) Years.
In this regard, we enclose herewith copy of Postal Ballot Notice and Postal Ballot Form for your record.
The said of Postal Ballot Notice and Postal Ballot Form have also been uploaded on Company's website at weblink: https://www.godeepak.com.com/investof-compliance#postal-ballot.
Thanking yuu,
LIMITED Yours Palthtullv
Encl.: as above
DEEPAK NITRITE LIMITED CIN: 124110GJ1970P1C001735 Registered & Corporate Office: Aaditya - I, Chhani Road, Vadodara -390 024. Gujarat, India. feli+9L2652765200/3960200 | Fax:+9J.2652765344 Investor Relations Contact: [email protected] www.godeepak.com

DEEPAK NITRITE LIMITED
Corporate Identity Number: L24110GJ1970PLC001735 Registered Office : Aaditya-I, Chhani Road, Vadodara – 390 024, Gujarat, India Website : www.godeepak.com ● Investor Relation Contact : [email protected] Tel. No. +91-265-2765200/ 3960200 Fax No. +91-265-2765344
POSTAL BALLOT NOTICE
NOTICE PURSUANT TO PROVISIONS OF SECTION 110 OF THE COMPANIES ACT, 2013
NOTICE is hereby given to the Members of DEEPAK NITRITE LIMITED ("Company") pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Companies (Management and Administration) Rules, 2014 ("Rules") including any statutory modifications, amendments or re-enactment thereof for the time being in force, seeking consent of the Members of the Company for the following special business by way of Special Resolution through postal ballot / e-voting ("Postal Ballot"):
- 1) Approval for continuation of Shri Sandesh Kumar Anand (DIN: 00001792) as Non- Executive and Independent Director, who has attained the age of seventy five (75) years.
- 2) Approval for continuation of Prof. Indira Parikh (DIN: 00143801) as Non- Executive and Independent Director, who has attained the age of seventy five (75) years.
The Company seeks consent of the Members for the aforesaid proposal through Special Resolution as specified herein below. The proposed Special Resolutions and Explanatory Statement pursuant to Section 102 of the Act stating material facts and the reasons for passing the Special Resolution are enclosed along with a Postal Ballot Form for your consideration. The attached Postal Ballot Form is to be used by the Members for the purpose of exercising his/her vote in respect of the said Resolutions.
The Board of Directors has appointed Shri Dinesh Joshi, a Practicing Company Secretary, Designated Partner M/s. KANJ & Co. LLP, Company Secretaries, Pune, as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
Members are requested to carefully read the instructions printed for voting by Postal Ballot given in the Notes and in the Postal Ballot Form and return the Postal Ballot Form duly completed in all respects and signed by the Members, in the enclosed selfaddressed pre-paid postage envelope so as to reach the Scrutinizer on or before 6:00 P.M. IST on Sunday, March 31, 2019.
E-Voting Facility
In compliance with the provisions of the Act, Rules and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is pleased to offer E-voting facility also as an alternate to its Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. In case Members desire to exercise their vote by E-voting facility, then they are requested to carefully read and follow the instructions for voting given in the Notes and cast their votes electronically between Saturday, March 2, 2019 (9:00 A.M. IST) and Sunday, March 31, 2019 (6:00 P.M. IST).
The Scrutinizer, after completion of the scrutiny, will submit his report to the Chairman & Managing Director of the Company. The result of the voting by Postal Ballot and E-voting will be declared in accordance with the provisions of Section 110 of the Act read with Rule 20 and 22 of the Rules on Monday, April 1, 2019 at the Registered Office of the Company. The results of Postal Ballot will be put up on the Company's website www.godeepak.com and will be communicated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.
SPECIAL BUSINESS
ITEM NO: 1 – SPECIAL RESOLUTION
APPROVAL FOR CONTINUATION OF SHRI SANDESH KUMAR ANAND (DIN: 00001792) AS NON- EXECUTIVE AND INDEPENDENT DIRECTOR, WHO HAS ATTAINED THE AGE OF SEVENTY FIVE (75) YEARS
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from April 1, 2019) including any amendment, modification, variation or re-enactment thereof for the time being in force, approval of Members of the Company be and is hereby accorded to Shri Sandesh Kumar Anand (DIN: 00001792), Non-Executive and Independent Director of the Company, who has already attained the age of seventy five (75) years, to continue as a Non-Executive and Independent Director on and after April 1, 2019 till the expiry of his existing term i.e. upto August 7, 2019.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution."
ITEM NO: 2 – SPECIAL RESOLUTION
APPROVAL FOR CONTINUATION OF PROF. INDIRA PARIKH (DIN: 00143801) AS NON- EXECUTIVE AND INDEPENDENT DIRECTOR, WHO HAS ATTAINED THE AGE OF SEVENTY FIVE (75) YEARS.
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from April 1, 2019) including any amendment, modification, variation or re-enactment thereof for the time being in force, approval of Members of the Company be and is hereby accorded to Prof. Indira Parikh (DIN: 00143801), Non-Executive and Independent Director of the Company, who has already attained the age of seventy five (75) years, to continue as a Non-Executive and Independent Director on and after April 1, 2019 till the expiry of her existing term i.e. upto August 8, 2019.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution."
By order of the Board of Directors For DEEPAK NITRITE LIMITED
Arvind Bajpai
Company Secretary Membership No: FCS6713 Address: A2/202 Labh Exotica, Date: February 26, 2019 Near Pratham Vatika, Gotri, Place: Vadodara Vadodara – 390021, Gujarat
Registered Office:
Aaditya-I, Chhani Road, Vadodara – 390 024, Gujarat, India Email: [email protected], Website: www.godeepak.com Phone: +91-265-2765200
NOTES:
-
- The Explanatory Statement setting out all material facts as required under Section 102 of the Companies Act, 2013 in respect of Special Business as mentioned above is appended and forms part of the Notice.
-
- The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members / Record of Depositories as on February 26, 2019. Voting rights shall be reckoned on the paid up value of the Equity Shares registered in the name of the Members as on that date. A person who is not a Member as on February 26, 2019, should treat this Notice for information purpose only.
-
- The Board of Directors has appointed Shri Dinesh Joshi, Practising Company Secretary, Designated Partner M/s. KANJ & Co. LLP Company Secretaries, Pune as the Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner. The Postal Ballot Form and the self-addressed prepaid postage envelope are enclosed for use by the Members.
-
- Members have the option either to vote through E-voting process or through Postal Ballot Form. Members who have received the Postal Ballot Notice by email and who wish to vote through Postal Ballot Form or who has not received a Postal Ballot Form, can either download Postal Ballot Form from the Company's website www.godeepak.com or seek duplicate Postal Ballot Form from the Company or from Company's Registrar and Share Transfer Agent, Link Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli, (West), Mumbai-400 083, Maharashtra, India, fill in the requisite details and send the same to the Scrutinizer at, Shri Dinesh Joshi (Scrutinizer), C/o Link Intime India Private Limited, Unit – Deepak Nitrite Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli, (West), Mumbai-400 083, Maharashtra,India.
-
- You are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with the Assent (for) or Dissent (against) in the enclosed prepaid postage envelope so as to reach the Scrutinizer not later than 6:00 P.M. IST on Sunday, March 31, 2019 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the Member. Hence, Members are requested to send the duly completed Postal Ballot Form well before Sunday, March 31, 2019 being the last date for receipt of Postal Ballot Forms by Scrutinizer, providing sufficient time for postal transit.
-
- Kindly note that Members can opt only one mode of voting, i.e. either by physical Postal Ballot or by E-voting. If you are opting for E-voting, then do not vote by physical Postal Ballot also and vice versa. However, in case Members cast their vote by both physical Postal Ballot and E-voting, then voting done through E-voting shall prevail and voting through physical Postal Ballot will be treated as invalid.
-
- The results of the Postal Ballot will be announced on Monday, April 1, 2019 at the Registered Office of the Company situated at Aaditya-I, Chhani Road, Vadodara -390 024, Gujarat, India by displaying the same on Notice Board and the results will also be informed to BSE Limited and National Stock Exchange of India Limited and shall also be posted on Company's website at the link: https://www.godeepak.com/investor-compliances#postal-ballot
-
- Members who are holding shares in electronic form are requested to notify any correction / change in their name / address including PIN Code number immediately to their Depository Participant. In the event of non-availability of Members' latest address either in Company's records or in Depository Participant's records, Members are likely to miss notices and other valuable correspondence sent by the Company.
-
- Members who hold shares in physical form are requested to notify any change in their particulars like change in address, bank particulars, etc., to the Registrar and Share Transfer Agent viz., M/s. Link Intime India Pvt. Ltd., B-102/103, Shangrila Complex, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara-390 020, Gujarat, India.
-
- Members are requested to kindly mention their Folio Number / Client ID Number (in case of Demat shares) in all their correspondence with the Company's Registrar and Share Transfer Agent in order to reply to their queries promptly.
-
- Queries/Grievances regarding Postal Ballot may be addressed to the dedicated email address of the Company for Investor Grievances i.e. [email protected] or at the Registered Office of the Company at Aaditya-I, Chhani Road, Vadodara 390 024, Gujarat, India Tel: +91-265- 276 5200/396 0200.
INSTRUCTIONS FOR VOTING
Voting in Physical Form:
-
- A Member desiring to exercise vote by Postal Ballot may complete the Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed envelope. The self-addressed envelope bears the address of the Scrutinizer. Postage will be borne and paid by the Company. However, the envelope containing the Postal Ballot Form, if sent to the Scrutinizer at the address as mentioned above by courier/by hand at the expense of the Member, will also be accepted.
-
- Duly completed Postal Ballot Form should reach directly to the Scrutinizer on or before 6.00 P.M. IST on Sunday, March 31, 2019. Any Postal Ballot Form received thereafter shall be treated as if reply from the Member has not been received.
-
- Assent or dissent to the proposed resolution may be recorded by placing a tick mark () in the appropriate column in the Postal Ballot Form.
-
- Postal Ballot Form is to be completed and signed by the Member (as per signature registered with the Company). In case of joint holding, this Form should be completed and signed by the first-named Member and in his/her absence, by the next named Member. There will be only one Postal Ballot Form for every folio irrespective of the number of joint holder(s).
-
- In case the Postal Ballot Form is signed by the Power of Attorney holder for and on behalf of the Member, it must be accompanied by a certified true copy of the Power of Attorney. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Resolution/Authority Letter.
-
- Unsigned or incomplete Postal Ballot Form shall be liable to be rejected.
-
- Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed prepaid postage envelope since all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
-
- The attached prepaid postage envelope is only for the limited purpose of this Postal Ballot process and the same should not be used by the Members for sending any other correspondence to the Company.
Voting in Electronic Form (E-voting):
In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations, the Company is pleased to offer E-voting facility through E-voting services provided by Central Depository Services (India) Limited ("CDSL") for the Members to enable them to cast their votes electronically. Members have option to vote either through E-voting or through Postal Ballot Form. If a Member has opted for E-voting, then he/she should not vote by Postal Ballot also and vice- versa. However, in case Members cast their vote both via physical Postal Ballot and E-voting, then E-voting shall prevail and voting done by physical Postal Ballot shall be treated as invalid. The E-voting facility is available at the link https://www.evotingindia.com
The E-voting period commences on Saturday, March 2, 2019 (9:00 A.M. IST) and ends on Sunday, March 31, 2019 (6:00 P.M. IST).
The instructions for Members voting electronically are as under:
- (i) The voting period, begins on Saturday, March 2, 2019 (9:00 A.M. IST) and ends on Sunday, March 31, 2019 (6:00 P.M. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of February 26, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- (ii) The Members should log on to the e-voting website www.evotingindia.com.
- (iii) Click on Members.
- (iv) Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
- (v) Next enter the Image Verification as displayed and Click on Login.
- (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
- (vii) If you are a first time user follow the steps given below:
| For Members holding shares in Demat Form and Physical Form | ||||
|---|---|---|---|---|
| PAN | Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat Members as well as physical Members) |
|||
| • Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot indicated in the PAN field. |
||||
| Dividend Bank | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat | |||
| Details | account or in the Company records in order to login. | |||
| OR Date of Birth (DOB) |
• If both the details are not recorded with the Depository or Company please enter the Member id / Folio Number in the Dividend Bank details field as mentioned in instruction (iv). |
- (viii) After entering these details appropriately, click on "SUBMIT" tab.
- (ix) Members holding shares in physical form will then directly reach the company selection screen. However, Members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (xi) Click on the EVSN of Deepak Nitrite Limited.
- (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
- (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
- (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
- (xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Members can also cast their vote using Mobile app- "CDSL m-Voting" for e-voting. CDSL m-Voting is available on apple, android and windows based mobiles. Members may log into CDSL m-Voting using their e-voting credentials to vote for the Company Resolution(s).
(xix) Note for Non – Individual Members and Custodians
- • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www. evotingindia.com and register themselves as Corporates.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
EXPLANATORY STATEMENT AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 AND EXPLANATION ABOUT REASONS / JUSTIFICATION FOR THE PASSING OF RESOLUTIONS AS REQUIRED UNDER RULE 22(1) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND REGULATION 17(1A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (EFFECTIVE FROM APRIL 1, 2019)
Item Nos. 1 and 2
As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, with effect from April 1, 2019, no listed company shall appoint or continue the Directorship of a Non-Executive Director who has attained the age of 75 years, unless a special resolution is passed to that effect and justification thereof is indicated in the explanatory statement annexed to the Notice for such appointment.
Pursuant to provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Sandesh Kumar Anand (DIN: 00001792), was appointed as an Independent Director of the Company at the 43rd Annual General Meeting held on August 8, 2014, to hold office for a term of five (5) consecutive years i.e. upto August 7, 2019.
Shri Sandesh Kumar Anand is a Bachelor of Engineering (Chemical) from Delhi University and has done a Petrochemical Course from I.I.P., Dehradun. He has also done an advanced management course from IIM, Ahmedabad. Shri Anand held various important positions in Indian Petrochemicals Corporation Limited (1995 to 2002) and retired as a Whole-time Director – Member on Board from June 2002 to December 2008.
Shri Sandesh Kumar Anand has a rich experience of around 47 years in petrochemical business. He has been instrumental in setting up Phenol and Acetone manufacturing Plant at Dahej under Deepak Phenolics Limited, a wholly owned subsidiary of the Company. The Phenol Plant has also attained rapid ramp-up under his guidance. During the early stage of petrochemical operations, keeping in mind the need for expertise in the areas of safety, technical and commercial judgments and guidance, it is imperative to continue the association of Shri Sandesh Kumar Anand.
Further, pursuant to provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modification(s) or re-enactment thereof for the time being in force), Prof. Indira Parikh (DIN: 00143801), was appointed as an Additional Director with effect from August 9, 2014. Subsequently, Prof. Indira Parikh was appointed as an Independent Director of the Company at the 44th Annual General Meeting held on August 7, 2015, to hold office for a term of five (5) consecutive years i.e. upto August 8, 2019.
Prof. Indira Parikh has done M. Ed from University of Rochester, New York USA and Doctorate from Gujarat University. She was a faculty at IIM-Ahmedabad for over 30 years and Dean from 2002 to 2005. She has specialization in organization development and design, and institution building. She has been a consultant and conducted diagnostic studies for several organizations. She has designed and conducted leadership and institution building programs in public sector, private sector and multinational organizations. Her guidance on matters related to Human Resources, organization development and design has been notable and supportive to the Company and hence it is important for the Company to continue the association of Prof. Indira Parikh.
The Board of Directors of the Company is of the opinion that Shri Sandesh Kumar Anand and Prof. Indira Parikh are persons of integrity; possess relevant expertise and vast experience. Their association as Non-executive and Independent Directors will be beneficial and in the best interest of the Company. In line with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Amendment), 2018 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors recommend their continued association beyond April 1, 2019 and until expiry of their respective terms.
The brief resume of said Directors, nature of their expertise in functional areas, disclosure of relationships between Directors, Directorships and Memberships of Committees of the Board of Listed entities and shareholding as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is set out in this Postal Ballot Notice and Annexure A.
The Board of Directors accordingly recommends the Special Resolutions as mentioned at item nos. 1 and 2 of this Postal Ballot Notice for approval by Members of the Company.
Shri Sandesh Kumar Anand and Prof. Indira Parikh are concerned or interested in the Special Resolutions as set out at item nos. 1 and 2 of the Notice with regard to continuance of their respective Directorships.
None of the other Directors and key managerial personnel are deemed to be concerned or interested, financially or otherwise in the proposed Special Resolutions, except to the extent of their shareholding in the Company.
All documents referred to in the accompanying Postal Ballot Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company between 11:00 A.M. and 1:00 P.M. on all working days except Saturdays and Sundays, up to the last date for receipt of duly filled in Postal Ballot Forms.
ANNEXURE – A TO THE NOTICE
DETAILS OF THE DIRECTORS SEEKING CONTINUATION OF PRESENT TERM:
| Name of Director | Shri Sandesh Kumar Anand | Prof. Indira Parikh | |||
|---|---|---|---|---|---|
| Date of Birth | December 10, 1942 | August 29, 1943 | |||
| DIN | 00001792 | 00143801 | |||
| Expertise in specific functional areas |
Planning, Quality Safety and petrochemicals. |
Project Management, Operations, Corporate Management, Health, Environment Management, Energy Management, Strategic Planning in |
institution building. | Organization development and design, and | |
| Qualifications Bachelor of Engineering (Chemical) from Delhi University and has done Petrochemical Course from I.I.P., Dehradun. Advanced Management course at the Indian Institute of Management, Ahmedabad. |
USA and the Doctorate from Gujarat University. | M.Ed from University of Rochester, New York | |||
| Directorships held in other | Listed Companies | Listed Companies | |||
| companies | Nil | 1. Zydus Wellness Limited 2. Foseco India Limited 3. India Limited 4. Force Motors Limited 5. Arvind Smartspaces Limited 6. Sintex Plastics Technology Limited |
Johnson Controls-Hitachi Air Conditioning | ||
| Unlisted Companies | Unlisted Companies | ||||
| 1. Deepak Phenolics Limited 2. Sunrise Industries (India) Limited 3. Optimum Diagnostics and Research Private Limited |
1. Gujarat International Finance Tec-City Company Limited 2. Limited 3. 4. Flame-Tao Knoware Private Limited 5. Dalham Knowledge Foundation |
Reliance Nippon Life Insurance Company Catallyst Constellations Private Limited |
|||
| Membership/ Chairmanship of Committees of other public companies (includes only Audit Committees and Stakeholders Relationship Committee) |
Audit Committee – Chairman 1. Deepak Phenolics Limited 2. Sunrise Industries (India) Limited |
Audit Committee – Member 1. Johnson Controls-Hitachi Air Conditioning India Limited 2. Zydus Wellness Limited 3. Foseco India Limited 4. Force Motors Limited 5. Arvind Smartspaces Limited 6. Sintex Plastics Technology Limited Stakeholder Relationship Committee - Member 1. Foseco India Limited |
|||
| Shareholdings in the Nil Company |
Nil | ||||
| Disclosure of relationships between directors inter-se. |
Not related to any of the Directors or Key Managerial Personnel of the Company. |
Managerial Personnel of the Company. | Not related to any of the Directors or Key | ||
| Remuneration received |
Sitting Fees | 4,05,000 | Sitting Fees | 1,65,000 |
|||
| from the Company in the F.Y. 2017-18 |
Commission | 6,50,000 | Commission | 3,00,000 |
|||
| Total | 10,55,000 | Total | 4,65,000 |
| Name of Director | Shri Sandesh Kumar Anand | Prof. Indira Parikh | |||
|---|---|---|---|---|---|
| Terms and conditions of re-appointment along with details of remuneration sought to be paid |
As per Appointment Letter dated August 8, 2014. | As per Appointment Letter dated August 7, 2015. | |||
| Date of first appointment on the Board |
November 4, 2011 | August 9, 2014 | |||
| The number of Meetings of the Board attended |
No. of Board Meetings held |
Board Meetings Attended |
No. of Board Meetings held |
Board Meetings Attended |
|
| during the F.Y. 2018-19 (upto February 26, 2019) |
4 | 4 | 4 | 1 |
By order of the Board of Directors For DEEPAK NITRITE LIMITED
Arvind Bajpai
Company Secretary Membership No: FCS6713 Address: A2/202 Labh Exotica, Date: February 26, 2019 Near Pratham Vatika, Gotri, Place: Vadodara Vadodara – 390021, Gujarat
Registered Office:
Aaditya-I, Chhani Road, Vadodara – 390 024, Gujarat, India Email: [email protected] Website: www.godeepak.com Phone: +91-265-2765200

Corporate Identity Number : L24110GJ1970PLC001735 Registered Office : Aaditya-I, Chhani Road, Vadodara – 390 024, Gujarat, India Website : www.godeepak.com ● Investor Relation Contact : [email protected] Tel. No. +91-265-2765200/ 3960200 Fax No. +91-265-2765344
POSTAL BALLOT FORM
:
:
(PLEASE READ THE INSTRUCTIONS PRINTED OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM)
Serial No.:
-
- Name(s) of Member(s) (in block letters) (including joint holder, if any)
-
- Registered Address of the Sole / First named Member :
-
- Folio No. / DP ID No.* / Client ID No.* (*Applicable to Members holding shares in dematerialized form)
-
- Number of Shares held :
I / We hereby exercise my / our vote in respect of the Special Resolutions to be passed through Postal Ballot for the business as stated in the Postal Ballot Notice of the Company dated February 26, 2019, by conveying my / our assent or dissent to the said Special Resolutions by placing the tick () mark at the appropriate box below.
| Sl. No. |
Description | Type of Resolutions |
No. of Shares | I/We assent to the Resolution (FOR) |
I/We dissent to the Resolution (AGAINST) |
|---|---|---|---|---|---|
| 1. | Approval for continuation of Shri Sandesh Kumar Anand (DIN: 00001792) as Non Executive and Independent Director, who has attained the age of seventy five (75) years. |
Special | |||
| 2. | Approval for continuation of Prof. Indira Parikh (DIN: 00143801) as Non- Executive and Independent Director, who has attained the age of seventy five (75) years. |
Special |
Place:
Date :
_____________________________ Signature of the Member
ELECTRONIC VOTING PARTICULARS
(Applicable for Individual Members only)
| EVSN (Electronic Voting Sequence Number) |
User ID | Password/Sequence No. |
|---|---|---|
| 190227005 |
NOTE: Last Date for receipt of Postal Ballot Form by the Scrutinizer : March 31, 2019
INSTRUCTIONS
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- A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form in all respect and send it to the Scrutinizer in the enclosed self-addressed postage prepaid envelope. However, envelopes containing Postal Ballot Forms, if deposited in person or sent by courier at the expense of the Member, will also be accepted.
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- The self-addressed envelope bears the address of the Scrutinizer.
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- This form should be completed and signed by the Member. In case of joint holding, the Form should be completed and signed by the first named Member and in his absence by the next named Member. The signature of the Member on this Postal Ballot Form should be as per the specimen signature registered with the Company or furnished by National Securities Depository Limited / Central Depository Services (India) Limited to the Company, in respect of shares held in the physical form or dematerialized form, respectively.
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- In case shares are held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by certified copy of the Board Resolution / Authority Letter together with attested specimen signatures of the duly authorized signatory(ies). Postal Ballot Form signed by the holder of power of attorney for and on behalf of a Member of the Company must be accompanied by the attested true copy of Power of Attorney. If the same is already registered with the Company or the Registrar, please quote the Registration No. beneath the signature.
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- Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage prepaid envelopes as all such envelopes will reach directly to the Scrutinizer and if any extraneous paper is found in such envelope, the same would not be considered and would be destroyed by the Scrutinizer.
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- A tick () mark should be placed in the relevant box signifying assent / dissent for the Resolutions, as the case may be, before mailing the Postal Ballot Form.
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- There will be only one Postal Ballot Form for every folio irrespective of the number of joint Member(s). The photocopy of the Postal Ballot Form will not be considered valid.
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- Members are entitled to cast their votes differently i.e. all the votes either in favour or against or partly in favour or against.
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- Duly completed Postal Ballot Form should reach the Scrutinizer by 6:00 pm IST on Sunday, March 31, 2019. Postal Ballot Form received after this will be strictly treated as if the reply from the Member has not been received.
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- Voting rights shall be reckoned on the paid-up value of the shares registered in the name of Members as on February 26, 2019.
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- Votes may be considered invalid, inter alia, on the following grounds:
- i) If the Member's signature does not match the specimen signature with the Company.
- ii) If the Member has marked all his/her shares both in favour and also against the resolution.
- iii) If the Postal Ballot Form is unsigned.
- iv) Neither assent nor dissent is mentioned;
- v) The Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;
- vi) If the Postal Ballot Form is defaced or mutilated in such a way that its identity as a genuine form cannot be established;
- vii) Member has made any amendment to the Resolution or imposed any condition while exercising his/her vote.
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- The Scrutinizer's decision on the validity of the Postal Ballot will be final.