NOTICE ORDINARY BUSINESS:

Transcription

1 NOTICE Notice is hereby given that the 34 th Annual General Meeting of the Members of Premium Transmission Limited will be held at the registered office of the Company situated at Premium House, Mumbai Pune Road, Chinchwad, Pune on 23 rd September, 2016 at 11:00 a.m. to transact the following business: ORDINARY BUSINESS: 1. Adoption of the audited financial statement and Reports thereon To receive, consider and adopt a. the audited financial statement of the Company for the financial year ended 31 st March, 2016, the Reports of Directors and Auditors thereon; and b. the audited consolidated financial statement of the Company for the financial year ended 31 st March, Declaration of Dividend To declare a final dividend on the equity shares of the Company The Board of Directors has recommended a final dividend of Re.1 per equity share of Rs. 10, i.e. 10%. 3. Appointment of Director in place of those retiring by rotation To appoint a Director in place of Mr. Karan Thapar (DIN ), who retires by rotation and, being eligible, offers himself for re appointment 4. Re appointment of the Statutory Auditors: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 ( the Act ) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re enactment thereof) and pursuant to the recommendation of the Audit Committee and the Board of Directors, M/s. Price Waterhouse Chartered Accountants, LLP (Firm Registration No. Firm Registration Number: N/N500016) be and are hereby re appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this 34 th Annual General Meeting till the conclusion of the 36 th Annual General Meeting of the Company and that the Board of Directors be and is here by authorized to fix their remuneration.

2 SPECIAL BUSINESS 5. To ratify the remuneration of the Cost Auditors To consider and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modifications(s) or re enactment thereof), the Company hereby ratifies the remuneration, as recommended by the Audit Committee and approved by the Board of Directors of the Company, of Rs lakhs plus out of pocket expenses and taxes payable to M/s Kishore Bhatia & Associates, Cost Accountants, for conduct of audit of the cost records maintained by the Company for the financial year To consider and approve making an application to the Central Government for payment of remuneration to Managing Director due to inadequacy of profits and authorize for making an application thereto. To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of section 197, Section 198 of the Companies Act, 2013, Schedule V to the Companies Act 2013 and other applicable provisions of the Companies Act, 2013 read along with the applicable provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Central Government, w.e.f. 1 st July, 2016 consent of the members be and are hereby accorded for payment of a remuneration up to Rs. 1,85,56,200/ (INR one crore eighty five lacs fifty six thousand and two hundred only) per annum to Mr. Santanoo Medhi, Managing Director & CEO which is exceeding the amount of five percent of the projected Net Profits for the Financial Year RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and is hereby authorized to make application to the Central Government for seeking the prior approval/ permission and further authorized to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to this resolution.

3 7. To consider and approve re designation of Mr. Vijay Sharma as an Independent Director. To consider and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act, as amended from time to time and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications(s) or re enactment thereof), Mr. Vijay Sharma (DIN ), who was appointed as a Director liable to retire by rotation with effect from 27 th July, 2012, and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, signifying his candidature along with the necessary deposit and being eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from the date of passing of this resolution for a term of two years." Notes: 1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a Proxy to attend and vote instead of himself and a Proxy need not be a Member of the Company. 2. The proxy form duly completed and signed, should be lodged with the Company, at its registered office at least 48 hours before the time of the meeting. 3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Resolution authorising their representative to attend and vote on their behalf at the meeting. By Order of the Board For Premium Transmission Ltd. Nisha Sakaria Company Secretary & Legal Counsel Aurangabad, 29 th July 2016

4 ANNEXURE TO NOTICE Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013 Resolution No. 5 As per Notification dated 31st December, 2014 issued by the Ministry of Corporate Affairs, the Companies (Cost Records and Audit) Rules, 2014, provisions relating to auditing of cost accounting records are applicable to the Company with effect from 1st April, Accordingly, the audit of cost accounting records of the Company is mandatory for the financial year At the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Kishore Bhatia & Associates, Cost Accountants (Firm), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year at a remuneration of Rs. 2 lakhs plus applicable taxes and out of pocket expenses. Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, requires the remuneration payable to the Cost Auditors to be ratified by the Members of the Company. Accordingly, the approval of the Members is sought for passing an Ordinary Resolution for ratification of the remuneration payable to the Cost Auditors for the financial year The Directors recommend the ordinary Resolution for the approval of the Members. None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested in the Resolution. Resolution No. 6 Mr. Santanoo Medhi was appointed as the Managing Director of the Company with effect from 2 nd October, With effect from 1 st July, 2016 remuneration of Mr. Santanoo Medhi is Rs. 1,85,56,200/ (INR one crore eighty five lacs fifty six thousand and two hundred only) per annum per annum, which is exceeding the amount of five percent of the projected Net Profits for the Financial Year As per Section 197 of the Companies Act, 2013 the remuneration payable to any one Managing Director shall not exceed five percent of the net profit of the Company.

5 Provided Company may with approval of Central Government authorize the payment of remuneration to Mr. Santanoo Medhi exceeding five percent of the Net Profit. Therefore, as per the provisions of Section 197, Section198 read along with Schedule V of the Companies Act 2013, members approval and central government will be required to pay the proposed remuneration to Mr. Santanoo Medhi. The Board recommends the Special Resolution set out at item No. 6 of the Notice for approval by the members. Except Mr. Santanoo Medhi, none of the Directors, Key Managerial Personnel and/ or their relatives is concerned or interested in this resolution. ANNEXURE A: STATEMENT OF AS PER PART II SECTION II OF SCHEDULE V Sr. No. Particulars I. General Information Details 1. Nature of Industry The Company manufactures top quality Gearboxes, Geared Motors, Fluid Couplings, Gear Lube Oil and other speed reducer drives across four of its stateof the art plants in India. 2. Date or expected date of commencement of commercial production 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus 4. Financial performance based on given indicators Not applicable Not applicable Financial Year (Rs.) (Audited) Total Income lacs lacs Profit/(Loss) before Tax 1812 lacs (267) lacs Financial Year (Rs.) (Audited)

6 Sr. No. Particulars Net Profit/(Loss) after Tax Export performance and net foreign exchange earned 5. Foreign investments or collaborations, if any. Details 1251 lacs (52) lacs FOB value of goods: 2774 lacs Net foreign Exchange earned: 940 lacs FOB value of goods: 2828 lacs Net foreign Exchange earned: 1670 lacs Marble Arch Investments PCC Limited holds a stake of 44.44% in the Company. The Company has two subsidiaries Premium Transmission Cooperatie U.A. and Premium Stephan B.V. II. Information about the Appointee 1. Background details Mr. Santanoo Medhi is B. Tech in Mechanical Engineering from NIT Calicut, M. Eng. degree in Industrial Engineering from Asian Institute of Technology Bangkok and Executive Diploma in Management from University of Science and Technology, Hong Kong. 2. Past Remuneration Rs. 1,75,00,000/ p.a. 3. Recognition or awards Under the leadership of Mr. Santanoo Medhi, your Company was awarded with Platinum Award for Lean six Sigma. The Company was also awarded by National Institution for Quality &Reliability, Bangalore, for Lean Six Sigma Contest, Job profile and his Mr. S. M. Medhi is having more than 23 years of suitability experience and has worked in different organizations like Oil India Limited, Johnson Electric and Kennametal. He is having exposure of Indian organization as well as organizations outside India. His experience is spanning across South and South East Asia. He has been appointed as a Managing Director & CEO of the Company since 02 nd October, Remuneration Rs. Rs. 1,85,56,200/ (INR one crore eighty five lacs

7 Sr. No. proposed Particulars Details fifty six thousand and two hundred only) p.a 6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) 7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. III Other Information 1. Reasons of loss or inadequate profits 2. Steps taken or proposed to be taken for improvement The proposed remuneration is commensurate with size and nature of the business of the Company and is comparable to the remuneration of CEO/MD levels of similar sized manufacturing companies. Apart from drawing remuneration as Managing Director & CEO of the company there are no other pecuniary relationships. Due to continued recession and sluggish market conditions leading to down turn in domestic trade and consequential negative impact on sales and in turn on the net profits of the Company. The Index of Industrial Production (IIP) for the capital goods sector, which is the primary driver for the sales of our products stayed negative through the year. The Company has taken several measures to improve quality, efficiency, and customer service throughout the company, in order to compete on level terms with global manufacturing brands. These efforts will begin to pay off in the coming

8 Sr. No. Particulars Details years as the market situation improves. 3. Expected increase in productivity and profits in measurable terms The aforesaid steps taken / to be taken by the Company are expected to improve the Company s performance and profitability in the future. Resolution No. 7 Mr. Vijay Sharma is a graduate of IIT, Kanpur & IIM, Ahmedabad, and also a graduate of The Financial Times Non Executive Director Diploma program, UK. He joined the Board of the Company w.e.f. 27 th July, 2012 as Director liable to retire by rotation. He is currently also Chairman of the Audit Committee and a member of the Strategy, Risk and CSR committee. An experienced Corporate Financier, Mr Sharma brings experience from both sides of the desk: first as an investment banker with ANZ Investment bank, subsequently, as a corporate CFO, in D P World, and later as Director, Investments, at Crescent Investments. He has a wide experience in cross border finance and Mergers & Acquisitions in both developed and developing markets, having lived and worked in India, Zimbabwe, UK and the UAE. It is now proposed to re designate him as an Independent Director not liable to retire by rotation for a period of 2 years effective from the date of passing of this resolution. In the opinion of the Board Mr. Sharma, who is proposed to be appointed as an Independent Director of the Company, fulfills the conditions specified under section 149(6) and schedule IV of the Companies Act, 2013 and is Independent of Management. Considering his experience his presence on the Board will be of immense value to the Company. Accordingly, the Board recommends the Ordinary Resolution set out at item No. 7 of the Notice for approval by the members. Except Mr. Vijay Sharma, none of the Directors, Key Managerial Personnel and/ or their relatives is concerned or interested in this resolution. By Order of the Board For Premium Transmission Ltd. Nisha Sakaria Company Secretary & Legal Counsel Aurangabad, 29 th July 2016