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Supreme Petrochem Ltd. — Proxy Solicitation & Information Statement 2025
Jan 22, 2025
61933_rns_2025-01-22_b86afc78-7ddb-4e51-b4e1-07d9bd00de6a.pdf
Proxy Solicitation & Information Statement
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DEOKI Digitally signed by DEOKI NANDAN NANDAN MISHRA Date: 2025.01.22 MISHRA 19:00:16 +05'30'
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SUPREME PETROCHEM LTD
CIN: L23200MH1989PLC054633 Registered Office: Solitaire Corporate Park, Building No.11, 5[th] Floor, 167, Guru Hargovindji Marg, Chakala. Andheri East, Mumbai - 400 093, Maharashtra, India Tel. No.: 022-67091900/66935927
E-mail: [email protected] Website: www.supremepetrochem.com
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013, Read with Rule 20 & 22 of Companies (Management and Administration) Rules, 2014 as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.)
REMOTE E-VOTING STARTS ON
REMOTE E-VOTING ENDS ON
Thursday, January 23, 2025 at 9.00 a.m. (IST) Friday, February 21, 2025 at 5.00 p.m. (IST)
Dear Member(s),
NOTICE is hereby given, pursuant to the provisions of Section 110 (read with Section 108) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (SS -2), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 20/2020 dated May 5, 2020, 02/2022 dated May 05, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and the latest being General Circular no. 09/2024 dated September 19, 2024 (collectively referred to as the “MCA Circulars”), and other applicable provisions, if any, including any statutory modifications, amendments or re-enactment(s) thereto for the time being in force, that the Resolutions appended below are proposed to be passed by the Members of Supreme Petrochem Ltd (the “Company”) by means of Postal Ballot (“Postal Ballot”) viz. only through electronic means (“remote e-voting”).
For avoidance of any doubt due to the general understanding of meaning of ‘Postal Ballot’ as voting by post (which is not contemplated in this Notice), the term ‘remote e-voting’ is consciously used in this Notice (instead of using the term ‘Postal Ballot’) which appropriately clarifies that the manner of voting - on the resolutions is restricted to voting only through remote e voting. In compliance with the requirements of the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or its RTA (KFin Technologies Limited) or Depositories viz. NSDL / CDSL. If your e-mail address is not registered, please follow the process provided in the Notes to receive this Postal Ballot Notice and to create login ID and password for remote e-voting. Physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the Members for the present Postal Ballot due to remote e-voting process and accordingly, the communication of the assent or dissent of the Members for subject Resolutions would take place through the remote e-voting system only. The instructions for remote e-voting are appended to this Notice.
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An Explanatory Statement setting out material facts and the reasons/rationale for the subject resolutions, pursuant to the provisions of Section 102 and Section 110 and other applicable provisions of the Act, read with the respective Rules and the MCA Circulars, is annexed herewith for your consideration which forms part of this Postal Ballot Notice (“Notice”). The Postal Ballot Notice is also available on the website of the Company at www.supremepetrochem.com which can be downloaded by the Members, if required.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Shri P. N. Parikh (FCS: 327) or failing him Shri Mitesh Dhabliwala (FCS:8331) or failing him Ms. Sarvari Shah (FCS: 9697) of Parikh & Associates, Practicing Company Secretaries as the scrutinizer to conduct the Postal Ballot e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.
The Company has engaged the services of KFin Technologies Limited (‘KFin) for the purpose of providing remote e-voting facility to its members. Remote e-voting shall commence from Thursday, January 23, 2025 at 9.00 a.m. (IST) and shall end on Friday, February 21, 2025 at 5.00 p.m. (IST).
The Resolutions, if approved, shall be deemed to have been passed by the shareholders/members of the Company on the last date of remote e-voting, i.e., on Friday, February 21, 2025.
As per aforesaid MCA Circulars, members can vote on the resolutions only through remote e-voting process, hence members are requested to read the e-voting process and other instructions as set out in this notice carefully.
SPECIAL BUSINESS(ES)
ITEM NO. 1:
Appointment of Shri Akshay Rajan Raheja (DIN: 00288397) as Director of the Company.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and other provisions as may be applicable thereto in terms of Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or re-enacted from time to time, and article 89 of the Articles of Association of the Company, Shri. Akshay Rajan Raheja (DIN:00288397), who was appointed by the Board as an Additional Director of the company with effect from January 17, 2025 and in respect of whom the Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts/deeds/things and take all such steps as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for the matters connected therewith or incidental thereto”.
ITEM NO. 2:
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Appointment of Ms. Mona Ninad Desai (DIN : 03065966) as an Independent Director of the Company.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and other provisions as may be applicable thereto in terms of Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 16 and 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or re-enacted from time to time, and article 89 of the Articles of Association of the Company, Ms. Mona Ninad Desai (DIN: 03065966), who was appointed by the Board as an Additional Director of the company, in the capacity of an Independent Director not liable to retire by rotation and in respect of whom the Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member signifying his intention to propose her as a candidate for the office of the Director and who meets the requisite criteria of independence, be and is hereby appointed as an Independent Director of the Company for a period of 5 years with effect from January 17, 2025 to January 16, 2030, not liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts/deeds/things and take all such steps as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for the matters connected therewith or incidental thereto”.
By Order of the Board of Directors,
FOR SUPREME PETROCHEM LTD D. N. MISHRA Company Secretary FCS- 5506
Registered Office:
Supreme Petrochem Ltd CIN L23200MH1989PLC054633 Solitaire Corporate Park, Building No. 11, 5th Floor, 167, Guru Hargovindji Marg, Andheri-Ghatkopar Link Road, Chakala, Andheri (East), Mumbai - 400 093 Tel : +91 22 67091900 email : [email protected] website: www.supremepetrochem.com
Date: January 17, 2025 Place: Mumbai
NOTES
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The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“ Act ”) read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out the material facts/rationale for the proposed Resolutions is annexed hereto and forms part of this Notice.
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In accordance with the provisions of the Act, read with Rules made thereunder and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (SS - 2), General Circular Nos. 20/2020 dated May 5, 2020, 02/2022 dated May 05, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and the latest being General Circular no. 09/2024 dated September 19, 2024 (collectively referred to as the “MCA Circulars”), Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members of the Company and/or List of
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Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on January 17, 2025, (“Cut-off Date”) and who have registered their e-mail IDs with the Company/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot process. A person who is not a member as on January 17, 2025 (“Cut-off Date”) should treat this Postal Ballot Notice for information purposes only. A copy of this Postal Ballot Notice will also be available on the website of the Company at www.supremepetrochem.com, and on the website of the Stock Exchanges viz. BSE and NSE at www.bseindia.com and www.nseindia.com and Members can download this notice respectively, if required.
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The voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member(s) as on the said Cut-off Date viz. January 17, 2025.
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In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration), Rules, 2014 as amended, and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), SS-2 and MCA Circulars, the Company is pleased to provide its Members facility to exercise their right to vote on the proposed Resolutions electronically. The Member may cast their votes using electronic voting system from any place (viz. remote e-voting). The Company has engaged the services of KFin Technologies Limited (“ KFin ”) as agency to provide e-voting facility to the Members.
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A person, whose name is recorded in the Register of Members of Company or in the Register of Beneficial Owners maintained by the depositories (viz. CDSL / NSDL) as on the cut-off date i.e. January 17, 2025 shall only be entitled to avail the facility of remote e-voting for the proposed Resolutions. The vote in this Postal Ballot cannot be cast/exercised through proxy.
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The remote e-voting facility will be available during the following period:
Commencement of remote e-voting : From 9.00 a.m. (IST) on January 23, 2025. End of remote e-voting : At 5.00 p.m. (IST) on February 21, 2025.
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The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled / blocked thereafter by the e-voting service providers. Once the vote on the resolutions is cast by the Member(s), they shall not be allowed to change it subsequently or cast the vote again.
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Members desirous of inspecting the documents referred to in this Notice or Explanatory Statement may send their request to [email protected] from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID.
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Pursuant to the requirement of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and respective provisions of Secretarial Standard-2, the brief profile / particulars of the Directors of the Company seeking their appointment is annexed hereto.
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The remote e-voting process, in relation to the two resolutions proposed in the Postal Ballot Notice of the Company has been segregated into 2 parts which is mentioned as hereunder:
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(A) E-Voting in case of Physical Shareholders & Non-Individual Shareholders (Physical / De-mat) (B) E-Voting in case of Individual Shareholders having shares in electronic / De-mat mode
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Those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses registered by following procedures given below to obtain the postal ballot notice issued by the Company.
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(i) For Electronic folios:
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Visit the link https://ris.kfintech.com/clientservices/postalballot/
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Select the Company name i.e. Supreme Petrochem Limited
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Shareholder to enter DP ID-Client ID / Folio No. and PAN No.
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Shareholder to enter the email Id and Mobile No.
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System check the authenticity of the DP ID-Client ID and PAN and sends the different OTPs to Mobile No. and Email Ids to Validate.
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Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 minutes only).
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System confirms the email id for the limited purpose of serviced postal ballot notice.
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System will send the notice & procedure for e-voting to the email given by the shareholder.
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(ii) For Physical folios:
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Visit the link https://ris.kfintech.com/clientservices/postalballot/
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Select the company name i.e. Supreme Petrochem Limited
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Shareholder to enter physical Folio No. and PAN No.
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If PAN is not available in the records, shareholder to enter one of the Share Certificate No.
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• Shareholder to enter the email id and Mobile No.
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System checks the authenticity of the Folio No. and PAN//Share Certificate No. and sends the different OTPs to Mobile No. and Email ID to Validate.
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Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 minutes. only).
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If PAN is not available, system will prompt to upload the duly signed scan copy of the PAN.
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• System confirms the registration of email id,
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System will send the notice & procedure for e-voting to the email’ given by the Shareholder.
INSTRUCTION FOR REMOTE E-VOTING
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(A) In case of Physical Shareholders & Non-Individual Shareholders (Physical / De-mat):
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a. Initial password is provided in the body of the e-mail.
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b. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.
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c. Enter the log in credentials i.e. User ID and password mentioned in your e-mail. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFin for e- voting, you can use your existing User ID and password for casting your votes.
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d. After entering the details appropriately, click on LOGIN.
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e. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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f. You need to login again with the new credentials.
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g. On successful login, the system will prompt you to select the EVENT. Select Supreme Petrochem Limited.
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h. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date for e-voting will appear. If you desire to cast all the votes assenting / dissenting to the resolution, enter all shares and click ‘FOR’ / ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and / or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
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i. Members holding multiple folios/De-mat accounts shall choose the voting process separately for each folio/De-mat account.
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j. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm else ‘CANCEL’ to modify. Once you confirm, you will
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not be allowed to modify your vote subsequently. During the voting period, you can log in multiple times till you are confirmed that you have voted on the resolution.
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k. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin Technologies Ltd. on 1800 309 4001 (toll free).
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l. Any person who becomes a Member of the Company after sending the Notice of the Postal Ballot but on or before the cut-off date viz. Friday, January 17, 2025 may obtain the USER ID and Password for e-voting in the following manner or may write an email on [email protected] for obtaining support in this regard.
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a. If the mobile number of the Member is registered against Folio No. / DP ID Client ID, the Member may send SMS : MYEPWD E-Voting Event number+ Folio No. (in case of physical shareholders) or DP ID Client ID (in case of De-matted shareholders) to 9212993399.
| Example for NSDL | MYEPWD IN12345612345678 |
|---|---|
| Example for CDSL | MYEPWD 1402345612345678 |
| Example for Physical | MYEPWD XXX1234567890 |
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b. If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of https://evoting.kfintech.com, the Member may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
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c. Member may call KFin toll free number 1-800-3094-001 for all e-voting related matters.
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d. Member may send an e-mail request to [email protected] for support related to e-voting matter.
(B) In case of Individual Shareholders having shares in electronic / De-mat mode:
Such shareholder(s) may also refer the e-voting process mandated for them vide SEBI circular dated December 09, 2020 and should follow the process for remote e-voting as stated hereunder:
Login method for e-voting:
As per the SEBI circular dated December 09, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in De-mat mode are allowed to vote through their De-mat account maintained with Depositories. Shareholders are advised to update their mobile number and email Id in their De-mat accounts in order to access e-Voting facility. The remote e-voting process of the Depositories viz. NSDL and CDSL are different which are stated below to facilitate the members.
NSDL CDSL 1.User already registered for IDeAS facility: 1. Existing user who have opted for Easi/Easiest I. URL: https://eservices.nsdl.com I. URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com II. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. II. Click on New System Myeasi III.On the new page, enter existing User ID and Password. III. Login with user id and password. Post successful authentication, click on “Access to e-Voting” IV. Click on company name or e-voting service provider and you IV. Option will be made available to reach e-voting page will be re-directed to e-voting service provider website for without any further authentication. casting the vote during the remote e-voting period. V. Click on e-voting service provider name to cast your vote. User not registered for IDeAS e-Services User not registered for Easi/Easiest**** I. To register click on link: https://eservices.nsdl.com (Select I. Option to register is available at :
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| NSDL | CDSL | |
|---|---|---|
| “Register Online for IDeAS”) or https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
https://web.cdslindia.com/myeasi/Registration/EasiR egistration |
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| II. Proceed with completing the required fields. **(Post registration is completed, follow the process as stated in point no. 1 above) |
II. Proceed with completing the required fields. ** (Post registration is completed, follow the process as stated in point no. 1 above) |
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| 3. First time users can visit the e-voting website directly and follow the process below: I. URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. Enter User ID (i.e. 16-digit De-mat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. V. Click on Company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period. |
3. First time users can visit the e-voting website directly and follow the process below: I. URL: www.cdslindia.com II. Provide De-mat Account Number and PAN. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the De-mat Account. IV. After successful authentication, user will be provided links for the respective ESP where the e- voting is in progress. V. Click on Company name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period. |
Individual Shareholders (holding securities in De-mat/electronic mode) can also login through their Depository Participants (DPs) as per following process.
You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Once login, you will be able to see e-voting option. Click on e- voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider (ESP) website for casting your vote during the remote e-voting period.
Important note:
Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
| option available at above mentioned website. | |
|---|---|
| Members facing any technical issue – NSDL | Members facing any technical issue – CDSL |
| Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43. |
General Information:
- i. The Scrutiniser shall, immediately after the conclusion of voting unlock the votes cast during postal ballot through remote e-voting and shall make, not later than two working days post conclusion of the voting period a Scrutiniser’s report for the votes cast in favour or against, if any and submit the said report to the Chairman of the Company or a person authorized by him in writing, who shall countersign the same and thereafter results of the voting will be declared. The results declared along with the scrutiniser’s report shall be displayed on the Notice Board of Company at its Registered Office and placed on the Company’s website at www.supremepetrochem.com and on the website of R&T Agent
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KFin viz. https://evoting.kfintech.com and shall also be communicated to the stock exchanges viz BSE Limited & National Stock Exchange of India Ltd. where the shares of the Company are listed. The Resolutions shall be deemed to have been passed on February 21, 2025 (being the last date of e-voting period of postal ballot) subject to obtaining requisite votes thereto.
OTHER INSTRUCTIONS
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In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of https://evoting.kfintech.com (KFin Website) or contact Mr. P Nageshwar Rao (Unit: Supreme Petrochem Limited) of KFin Technologies Limited, Selenium Tower, Plot 31 & 32, Gachibowli Financial District, Nanakramguda. Hyderabad - 500032 or at [email protected] and [email protected] or phone no 040-67162222 or call KFin’s toll free No. 1-800-3094-001 for any further clarification(s) in the subject matter/e-voting or any other allied assistance.
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You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
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If e-mail address or mobile number of the Member is registered against Folio No/DP ID Client ID, then on the home page of https://evoting.kfintech.com/ the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a new password.
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Member may send an e-mail request to [email protected] for any support in relation to e-voting.
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KFin shall endeavour to send User ID and Password to those new Members whose e-mail ids are available.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 SETTING OUT THE MATERIAL FACTS RELATING TO SPECIAL BUSINESS(ES) MENTIONED IN THE ACCOMPANYING POSTAL BALLOT NOTICE DATED JANUARY 17, 2025:
SPECIAL BUSINESS(ES):
ITEM NO. 1
Appointment of Shri Akshay Rajan Raheja (DIN: 00288397) as a Non-Executive and Non-Independent Director.
The Nomination and Remuneration Committee (“NRC”) of the Company recommended to Board for the appointment of Shri Akshay Rajan Raheja (DIN : 00288397 ) as an Additional Director of the Company w.e.f. January 17, 2025 liable to retire by rotation considering his suitability/skills and business capabilities in the field of hospitality, broadband services, retailing, general insurance and real estate. He is also associated with social institutions as well, such as the Society for the Rehabilitation of Paraplegics, Diabetic Association of India, Smt. Kamla Raheja foundation and Sewaram Raheja Foundation. His versatility embedded with extensive and multifarious business/industry experience alongwith his ability to think strategically, will be a significant asset to the Company, offering valuable insights and strategic direction towards its overall operations.
Considering the recommendation of the NRC of the Company, the Board at its meeting held on January 17, 2025 appointed Shri Akshay Rajan Raheja (DIN : 00288397) w.e.f. January 17, 2025 as Additional Director, of the Company in terms of section 161 of the Companies Act, 2013, liable to retire by rotation, subject to the approval of Members.
The Company has received requisite consent and declarations from Shri Akshay Rajan Raheja in accordance with the provisions of the Companies Act, 2013 (‘the Act’) and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (‘SEBI Listing Regulations’). He is neither disqualified from being appointed as Director in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any such other authority. A notice in writing in the prescribed manner as required pursuant to Section 160 of the Act has been received by a member proposing his candidature for the office of the Director of the Company.
In the opinion of the Board, he fulfils the conditions specified in the Act. Further, he possesses appropriate skills, experience, expertise and knowledge of business for more than 20 years which would tremendously benefit the Company in its overall affairs.
Details as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and as applicable are annexed hereto as Annexure I.
In view of above, the said resolution at Item No. 1 of the Postal Ballot Notice is being recommended by the Board of Directors to the members of the Company for seeking approval thereto by way of an Ordinary Resolution.
Shri Akshay Rajan Raheja and his father Shri Rajan B. Raheja, who is a Promoter Director of the Company are interested in this resolution. None of the other Directors, Key Managerial Personnel of the Company or their relatives is, in any way, concerned with or interested, whether financially or otherwise, in the resolution as set out in the Notice, in so far as it concerns his appointment and payment of remuneration/sitting fees as a Nonexecutive Non-independent Director of the Company
ITEM NO. 2
Appointment of Ms. Mona Ninad Desai (DIN : 03065966) as an Independent Director.
The Nomination and Remuneration Committee (“NRC”) of the Company recommended to Board for the appointment of Ms. Mona Ninad Desai (DIN : 03065966) as an Independent Director of the Company for a consecutive term of 5 (five) years viz. January 17, 2025 to January 16, 2030 considering her suitability, skills and capabilities in the legal field of around 3 decades. She will play a crucial role in managing key legal challenges
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and compliances etc. and her legal knowledge/experience shall be available to guide the Company in its legal affairs, if any.
Considering the recommendation of the NRC of the Company, the Board at its meeting held on January 17, 2025 appointed Ms. Mona Ninad Desai (DIN : 03065966) as Additional Director, in the capacity of Independent Director, of the Company, in terms of section 161 of the Companies Act, 2013 for a consecutive term of 5 (five) years period from January 17, 2025 to January 16, 2030 subject to the approval of Members.
In the opinion of the Board Ms. Mona Ninad Desai (DIN : 03065966) is independent of the Management of the Company and fulfills the criteria of independence and other conditions specified in the Companies Act, 2013.
The Company has received a notice in writing from a member of the Company under section 160(1) of the Companies Act, 2013 proposing the candidature of Ms. Mona Ninad Desai (DIN : 03065966) for the office of Director of the Company.
The Company has also received from Ms. Mona Ninad Desai (DIN : 03065966), declarations that (i) she meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (ii) is not restrained from acting as a Director by virtue of any order passed by SEBI or any such authority, (iii) is eligible to be appointed as Director in terms of Section 164 of the Act and (iv) she is not aware of any circumstances which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director.
The terms and conditions of her appointment shall be open for inspection by the Members at the Registered Office, of the Company, during normal business hours on any working day during January 23, 2025 to February 21, 2025.
In view of above, the said resolution at Item No. 2 of the Postal Ballot Notice is being recommended by the Board of Directors to the members of the Company for seeking approval thereto by way of Special Resolution.
None of the Directors and Key Managerial Personnel of the Company or their relatives except Ms. Mona Ninad Desai (DIN : 03065966) relating to her own appointment, may be deemed to be concerned or interested in the Resolution.
For and on behalf of the Board M. P. Taparia Chairperson (DIN 00112461)
Registered Office: Supreme Petrochem Ltd CIN L23200MH1989PLC054633 Solitaire Corporate Park, Building No. 11, 5th Floor, 167, Guru Hargovindji Marg, Andheri-Ghatkopar Link Road, Chakala, Andheri (East), Mumbai - 400 093 Tel : +91 22 67091900 email : [email protected] website: www.supremepetrochem.com Date: January 17, 2025 Place: Mumbai
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ANNEXURE -1
DETAILS OF THE DIRECTORS SEEKING APPOINTMENT PURSUANT TO THE PROVISIONS OF REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA ON GENERAL MEETINGS (SS-2)}:
NON-EXECUTIVE, NON-INDEPENDENT DIRECTOR: -
NAME OF THE DIRECTOR: AKSHAY RAJAN RAHEJA
| DIN | 00288397 | 00288397 | 00288397 | 00288397 |
|---|---|---|---|---|
| Age | 42 years | |||
| Nationality | Indian | |||
| Qualification | Commerce graduate from University of Mumbai and MBA from Columbia Business School,New York |
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| Professional Experience | More than 20 years of experience as Director across various industries including hospitality, broadband services, retailing, general insurance and real estate. |
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| Skills and capabilities | Business Management, Finance and Strategic Planning etc. | |||
| Awards | - | |||
| Existing Directorships in other Listed/Public /Private Limited Companies (other than Supreme Petrochem Limited) |
Sr. No. |
Name of Companies |
Category | |
| 1 | Abu Developers Pvt. Ltd. | Non-Independent Director | ||
| 2 | Arjun HousingPvt. Ltd. | Non-Independent Director | ||
| 3 | Amber Apartment Makers Pvt. Ltd. |
Non-Independent Director | ||
| 4 | Bloomingdale Investment & Finance Pvt. Ltd. |
Non-Independent Director | ||
| 5 | EIH Associated Hotels Ltd | Non-Independent Director | ||
| 6 | Globus Stores Pvt. Ltd. | Non-Independent Director | ||
| 7 | HathwayCable & Datacom Ltd | Non-Independent Director | ||
| 8 | HathwayInvestments Pvt. Ltd. | Non-Independent Director | ||
| 9 | Kuntinandan Contractors & Developers Pvt. Ltd. |
Non-Independent Director | ||
| 10 | R Raheja Investments Pvt. Ltd. | Non-Independent Director | ||
| 11 | Raheja QBE General Insurance Co. Pvt. Ltd. |
Non-Independent Director | ||
| 12 | Windsor RealtyPvt. Ltd. | Non-Independent Director | ||
| 13 | Prism Johnson Ltd. | Non-Independent Director | ||
| 14 | Innovassynth Technologies (India)Ltd |
Non-Independent Director | ||
| 15 | Kuntiputra Properties Pvt. Ltd. | Non-Independent Director | ||
| 16 | R Raheja Properties & Developers Pvt. Ltd. |
Non-Independent Director | ||
| Membership/Chairmanship in other Committees of the Board |
Name of Company |
Name of Committee |
Position | |
| EIH Associated Hotels Ltd |
Audit |
Member | ||
| Raheja QBE General Insurance Co. Pvt. Ltd. |
CSR | Chairman | ||
| Raheja QBE General Insurance Co. Pvt. Ltd. |
NRC | Member | ||
| Prism Johnson Ltd. | Audit | Member |
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| Resignation from listed entities in the last three financial years |
Not applicable |
|---|---|
| Shareholding in the Company | 400 shares |
| Shareholding as a Beneficial Owner | 12.91% but falls into exempted category |
| Relationship between the Directors inter-se, if any, or with the Manager(s)/KMPs of the Company |
Son of Mr. Rajan B Raheja (Non-Executive-Promoter Director) |
| Expertise and competencies as required for the role and being held by the Director |
A broad range of commercial/business expertise across various industries garnered by Shri Akshay Raheja including hospitality, broadband services, retailing, general insurance and real estate are likelyto benefit the Companyimmenselyin its overall business affairs |
INDEPENDENT DIRECTOR: - NAME OF THE DIRECTOR : MS. MONA NINAD DESAI
| DIN | 03065966 | 03065966 | 03065966 | 03065966 |
|---|---|---|---|---|
| Age | 56 years | |||
| Nationality | Indian | |||
| Qualification | B.A. (Hons) Degree in Psychology from Jai Hind College, Mumbai and a Law Graduate and Solicitor having passed the Solicitors Examination conducted by the Bombay Incorporated Law Society. |
|||
| Professional Experience | Around 30 years of experience in the legal field including partnership in a Law firm of Mumbai and also held Membership of the Institutional scientific & Ethics Board of Kokilaben Dhirubhai Ambani Hospital & Medical Research Institute. |
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| Skills and capabilities | Experienced in handling legal challenges and compliances etc. |
|||
| Awards | - | |||
| Existing Directorships in other Listed/Public /Private Limited Companies (other than Supreme Petrochem Limited) |
Name of Companies |
Category | ||
| Sonata Software Limited | Independent Director | |||
| Sonata Information Technologies Limited |
Independent Director | |||
| Membership/Chairmanship in other Committees of the Board | Name of Company | Name of Committee |
Position | |
| Sonata Software Limited | Audit | Member | ||
| Sonata Software Limited | Stakeholder | Member | ||
| Sonata Software Limited | CSR | Member | ||
| Sonata Information Technologies Limited |
Audit | Member | ||
| Sonata Information Technologies Limited |
CSR | Member | ||
| Resignation from listed entities in the last three financial years | Name of Companies | Date | ||
| Chloride Metals Ltd. | 22.07.2024 | |||
| Exide Industries Ltd | 21.07.2024 | |||
| Exide EnergySolutions Ltd | 22.07.2024 | |||
| Exide Life Insurance Co. Ltd | 01.01.2022 | |||
| Shareholding in the Company | 112000 shares | |||
| Shareholding as a Beneficial Owner | N.A. | |||
| Relationship between the Directors inter-se, if any, or with the Manager(s)/KMPs of the Company |
She is not related to any of the Directors or Key Managerial Personnel of the Company. |
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| Expertise and competencies as required for the role and being held by the Director |
Broad experience in the legal field of around 3 decades will play a crucial role in managing complex legal issues, maintaining compliances and effectively addressing the key legal challenges of Company, if any. |
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By Order of the Board of Directors,
FOR SUPREME PETROCHEM LTD D. N. MISHRA COMPANY SECRETARY FCS- 5506
CIN: L23200MH1989PLC054633 Registered Office: Solitaire Corporate Park, Building No.11, 5[th] Floor, 167, Guru Hargovindji Marg, Chakala. Andheri East, Mumbai - 400093 Maharashtra, India E-mail: [email protected] Website: www.supremepetrochem.com
Place: Mumbai Date: January 17, 2025
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