NOTICE NOTICE is hereby given at e 32 Annual General Meeting ( AGM ) of e members of STI Iia Limited will be held on Friday, e 29 September, 2017, at 11.00 a.m. at e Regiered Office of e Company situated at Rau-piampur Link Road, Tehsil Mhow, Dirict Iore, 453 332 (M.P.) Iia, to transact e following business: ORDINARY BUSINESS: 1 : Adoption of financial atements To consider a adopt e audited financial atements of e Company for e financial year eed on 31 March, 2017 togeer wi reports of e Board of Directors a Iepeent Auditors ereon. 2 : Appointment of Dr. R. B. Baheti as a director liable to retire by rotation To appoint a director in place of Dr. R. B. Baheti (DIN: 00008202), who retires by rotation a being eligible, offers himself for re-appointment. 3 : Appointment of Mr. A. R. Mura as a director liable to retire by rotation To appoint a director in place of Mr. A. R. Mura (DIN: 00019234), who retires by rotation a being eligible, offers himself for re-appointment. 4 : Ratification of appointment of Statutory Auditors To ratify e appointment of M/s. V.K. Beswal & Associates, Chartered Accountants, Mumbai (Firm Regiration No. 101083W) as Statutory Auditor of e Company from e conclusion of 32 Annual General Meeting till e conclusion of rd 33 Annual General Meeting a to auorize e Board of Directors to fix eir remuneration. SPECIAL BUSINESS: 5 : To re-appoint Mr. Prashant Agrawal (DIN: 00019464) as Managing Director a in is regard to consider a if ought fit, to pass, wi or wiout modification(s) e following resolution as an Ordinary Resolution. RESOLVED THAT pursuant to e provisions of Sections 196, 197 a 203 read wi schedule V a oer applicable provisions, if any, of e Companies Act, 2013 read wi e rules framed ereuer (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) a Securities a Exchange Board of Iia (Liing Obligations a Disclosure Requirements) Regulations, 2015 a provisions of Articles of Association of e Company a all oer applicable rules, laws a acts (if any) a subject to all oer requisite approvals, permissions a sanctions a subject to such coitions as may be prescribed by any of e concerned auorities while granting such approvals as may be applicable, e consent of e members of e Company, be a is hereby accorded for e re-appointment of Mr. Prashant Agrawal (DIN: 00019464) as Managing Director of e Company for a period of 3 (ree) years wi effect from 25 November, 2016 to 24 November, 2019, wiout any remuneration a sitting fees, for atteing e meetings of Board a Committees ereof a he shall not be liable to retire by rotation; FURTHER RESOLVED THAT e Board of Directors a Company Secretary of e Company be a are hereby auorised to do all such acts, deeds, matters, ings etc. a take all such eps as may be necessary, proper, expedient or incidental for e purpose of giving effect to is resolution. 6 : Approval for Invement(s), Loans, Guarantees a Security in excess of limits specified uer section 186 of e Companies Act, 2013 a in is regard to consider a if ought fit, to pass, wi or wiout modification(s) e following resolution as a Special Resolution. RESOLVED THAT pursuant to Section 186 sub-section (3) a oer applicable provisions, if any, of e Companies Act, 2013 read wi Rules made ereuer (including any atutory modification ereof for e time being in force a as may be enacted from time to time), a in terms of Articles of Association of e Company a subject to such approvals, consents, sanctions a permissions as may be necessary, e consent of e members be a is hereby accorded to e Board of Directors (hereinafter referred to as e Board which term shall be deemed to include any Committee which e Board may conitute for is purpose or any person(s) auorized by e Board) for loan a advances given or to be given to its Holding Company Bombay Rayon Fashions Limited, as e Board of Directors, as in eir absolute discretion, deem 1 32 Annual Report 2016-17
beneficial a in e be intere of e Company, for an amount not exceeding ` 50,00,00,000/- (Rupees Fifty Crores Only) at any time notwiaing at such loans/advances given or to be given are in excess of e limits prescribed uer Section 186 of e Companies Act, 2013; FURTHER RESOLVED THAT for e purpose of giving effect to e above, e Board of Directors of e Company be a is hereby auorized to finalize a execute all agreements, documents a writings a to do all acts, deeds a ings in is connection a incidental ereto as ey may in eir absolute discretion deem fit to give effect to is resolution. 7 : To appoint Mr. Suresh Shankar Vishwasrao (DIN : 00837235) as director of e Company a in is regard to consider a if ought fit, to pass, wi or wiout modification(s) e following resolution as an Ordinary Resolution. RESOLVED THAT pursuant to e provisions of Sections 149, 152 read wi schedule IV a e Companies (Appointment a Qualification of Directors) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force) a oer applicable provisions of e Companies Act, 2013 a Securities a Exchange Board of Iia (Liing Obligation a Disclosure Requirements) Regulations, 2015, Mr. Suresh Shankar Vishwasrao (DIN: 00837235), who was appointed as an Additional Iepeent Director of e Company on 05 November, 2016, pursuant to e provisions of Section 161 of e Companies Act, 2013 a Articles of Association of e Company a who holds office up to e date of is 32 Annual General Meeting a in respect of whom e Company has received notice uer section 160 of e Companies Act, 2013 from a member proposing his caidature for e office of Director, be a is hereby appointed as an Iepeent Director of e Company to hold office for a term of 5 (five) consecutive years i.e. from 05 November, 2016 to 04 November, 2021 a who shall not liable to retire by rotation; FURTHER RESOLVED THAT e Board of Directors or Company Secretary of e Company be a are hereby auorised to do all acts, deeds a ings a to take all such eps as may be necessary, proper or expedient to give effect to is resolution. Place: Iore Date: 08 May, 2017 By Order of e Board of STI Iia Limited Regd. Off.- Rau-Piampur Link Road, Tehsil-Mhow, Dit- Iore-453 332 Deepesh Kumar Nayak Company Secretary 2
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EXPLANATORY STATEMENTS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND DETAIL OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AS PER REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. ITEM NO. 2 - DR. R. B. BAHETI RETIRING DIRECTOR Date of Bir Date of Appointment Directorship held No. of shares Relationship between in public Companies held in Company directors inter-se 02.04.1946 07.08.1984 01 (One) 42 No Dr. R.B. Baheti, Director a Chairman of e Company, is retiring by rotation at e ensuing Annual General Meeting a being eligible, offers himself for re-appointment. Dr. R. B. Baheti, born in e year 1946, is currently e Chairman of e company. He is M. Com (Gold Medali) a Ph. D, having rich experience of more an four decades in running business of Cotton Yarn & Textile, Copper Coated Automotive Components, Precision Steel Tubes & Granite etc. He is a well-known a reputed iuriali of Central Iia a is associated wi many educational a social organizations. He is recognized a respected as a veteran iuriali in e domeic as well as international market. Dr. R.B. Baheti has served as e Chairman a Managing Director of e Company up to 31 October, 2010. Thereafter, he expressed his willingness to relinquish e office of e Managing Director a continue as Non-executive Chairman on e Board w. e. f. 1 November, 2010. He has been providing his expert advice a guidance to e Company since its incorporation a managing business affairs of e Company a uer his able ewardship, e Company has achieved several mileones. Needless to say, as a Chairman of e company, Dr. R.B. Baheti is continuously adding immense value towards e long-term grow of e Company. He has also served on e boards of various preigious initutes viz. Iian Initute of Management, Iore, Ahmedabad a Lucknow, Chairman, Board of Governors, Atal Bihari Vajpayee Iian Initute of Information Technology & Management, Gwalior, Nor Eaern Electric Power Corporation Limited (NEEPCO) etc. None of e Director, Key Managerial Personnel of e Company a eir relatives, except Dr. R. B. Baheti a his relatives, are concerned or intereed, financially or oerwise, in is resolution. The Board recommes e Ordinary Resolution as set out at item no. 2 for approval of e Members. Li of Public Company (ies) in which Dr. R. B. Baheti holds Directorship, Chairmanship a Membership in Committees as on 31 March, 2017: Directorship Committee Chairmanship / Membership - STI Iia Limited STI Iia Limited: - STI Amenities a Hospitality Limited - Stakeholders Relationship Committee-Member ITEM NO. 3 - MR. A.R. MUNDRA RETIRING DIRECTOR Date of Bir Date of Appointment Directorship held No. of shares Relationship between in public Companies held in Company directors inter-se 21.07.1956 25.11.2010 01 (One) NIL Director in Holding Company Mr. A. R. Mura, Director of e Company, is retiring by rotation at e ensuing Annual General Meeting a being eligible, offers himself for re-appointment. Mr. A.R. Mura has an experience of over 36 years in finance, commercial a managerial related matters. He is also an Executive Director - Finance of Bombay Rayon Fashions Limited (BRFL), Holding Company a his core reng lies in fu procurement, internal controls, organizational syems a rategic planning. He has worked wi organizations like Bhansali Engineering Polymers Limited (President), Welspun group of companies (Senior VP-Finance, CS a Chief Executive-Commercial). In e initial years of career, he has worked wi Iian Rayon a Iuries Limited, Birla group of companies a Gujarat Ambuja Cement Limited in various capacities. He holds a bachelor degree in Commerce a Law (Gold Medali). He is an Associate Member of The Initute of Chartered Accountants of Iia (All Iia Ranker) a also of The Initute of Company Secretaries of Iia (Silver Medali). He is also a Member of e International Initute of Business Management, Loon a Alumni of Asian Initute of Management, Manila. He was awarded (a) SamajShri for excellence in management by Iian Initute of Management Executives, Mumbai in 1994 (b) National awards for CFO Excellence Be CFO wi exemplary all rou performance, Mumbai 2016. (c) The Middle Ea CFO Leadership awards for CFO Excellence Be CFO wi exemplary all rou performance, Dubai 2016. Mr. Mura has sou knowledge a experience on Mergers, Amalgamations, Reructuring, Fus Mobilization, Project Advisory & Financing a Working Capital Arrangements etc. Besides, he has deep ueraing of Invement a Portfolio Management, Derivatives a Capital Market Operations, Corporate Governance a Compliance matters. Mr. Mura played a lead role in issue of Global Depository Receipts a Liing of Securities of BRFL at Overseas Exchange. 6
None of e Director, Key Managerial Personnel of e Company a eir relatives, except Mr. A. R. Mura, being e appointee, are concerned or intereed, financially or oerwise, in is resolution. The Board recommes e Ordinary Resolution as set out at item no. 3 for approval of e Members. Li of Public Company (ies) in which Mr. A. R. Mura holds Directorship, Chairmanship a Membership in Committees as on 31 March, 2017: Directorship Committee Chairmanship / Membership - Bombay Rayon Fashions Limited STI Iia Limited: - - STI Iia Limited - Audit Committee - Member - Stakeholders Relationship Committee Member -Nomination a Remuneration Committee Member Bombay Rayon Fashions Limited - Audit Committee Member - Stakeholders Relationship Committee Member ITEM NO. 5: RE-APPOINTMENT OF MR. PRASHANT AGRAWAL AS MANAGING DIRECTOR. Mr. Prashant Agrawal was appointed as Managing Director of e Company by members in eir 29 Annual General Meeting held on 29 September, 2014, for a period of 03 years wi effect from 25 November, 2013 to 24 November, 2016, wiout remuneration, pursuant to e provisions of Sections 196, 197 a 203 read wi Schedule V a all oer applicable provisions of e Companies Act, 2013 a e Companies (Appointment a Remuneration of Managerial Personnel) Rule, 2014. As per terms of earlier appointment, e tenure of office of Mr. Prashant Agrawal as Managing Director was expiring on 24 November, 2016. Therefore, subject to e confirmation of members in e ensuing annual general meeting, e Board of Director, at its meeting held on 05 November, 2016 re-appointed Mr. Prashant Agrawal as Managing Director of e Company for furer period of ree years w.e.f. 25 November, 2016 to 24 November, 2019, wiout remuneration. A brief profile of Mr. Prashant Agrawal is given below: Date of Bir Date of Appointment Directorship held No. of shares Relationship between in Companies in Public Company directors inter-se 26.01.1974 25.11.2013 04 (Four ) NIL Director in Holding Mr. Prashant Agrawal aged 43 years holds Degree in Chemical Engineering from Initute of Chemical Technology, Bombay a MS in Chemical Engineering a Petroleum Refining, USA, has over 15 years of rich experience in e textile iury. He is also a Promoter Director designated as Managing Director of Bombay Rayon Fashions Limited (BRFL) having extensive knowledge a good comma rough his global vision contributed for new business opportunities a converting em into remunerative projects, consolidation of e business activities by way of acquisitions/ mergers a setting up of subsidiaries. Mr. Prashant Agrawal is not disqualified from being appointed as a managing director in terms of Section 164 a oer applicable provisions of e Companies Act, 2013 a rule made ereuer. None of e Director, Key Managerial Personnel of e Company a eir relatives, oer an Mr. Prashant Agrawal, Mr. Aman Agrawal, Mr. A. R. Mura a Ms. Prachi Deshpae, are concerned or intereed, financially or oerwise, in is resolution. The Board recommes e Ordinary Resolution as set out at item no. 5 for approval of e Members. Li of Public Company (ies) in which Mr. Prashant Agrawal holds Directorship, Chairmanship a Membership in Committees as on 31 March, 2017: Directorship - Reynold Shirting Limited - Bombay Rayon Holdings Limited - STI Iia Limited - Bombay Rayon Fashions Limited - Bombay Rayon Cloing Limited Committee Chairmanship / Membership Bombay Rayon Fashions Limited - Stakeholders Relationship Committee Member ITEM NO. 6: APPROVAL UNDER SECTION 186 OF THE COMPANIES ACT, 2013. Pursuant to e provisions of section 186(3) of e Companies Act, 2013 a rules made ere uer, e Company needs to obtain approval of shareholders / members by way of special resolution passed at e General Meeting in case e amount of loan a advance proposed to be made is more an e higher of sixty percent of e paid up share capital, free reserves a securities premium account or one hured percent of free reserves a securities premium account. Accordingly, e Board of Directors of e Company proposes to obtain approval of shareholders, uer section 186 (3) of e Act, by way of special resolution as contained in e notice for an amount not exceeding ` 50,00,00,000 (Rupees Fifty Crores Only) notwiaing at such loans a advances given or to be given are in excess of e limits prescribed uer Section 186 of e Companies Act, 2013. 7 32 Annual Report 2016-17
None of e Directors/Key Managerial Personnel of e Company/eir relatives are, in any way, concerned or intereed, financially or oerwise, in is resolution. The Board recommes e special resolution as set out at Item No. 6 for approval of members. ITEM NO. 7: APPOINTMENT OF MR. SURESH SHANKAR VISHWASRAO AS DIRECTOR. Mr. Suresh Shankar Vishwasrao was appointed as an Additional Director of e Company w.e.f. 05 November, 2016 by e Board of Directors, as recommeed by Nomination a Remuneration Committee, pursuant to e provisions of Section 161(1) of e Companies Act, 2013 a e Articles of Association of e Company. In terms of e provisions of Section 161(1) of e Act, Mr. Suresh Shankar Vishwasrao would hold office up to e date of e ensuing Annual General Meeting. He possesses requisite skills, experience a knowledge. The Company has received a notice proposing e caidature of appointment of Mr. Suresh Shankar Vishwasrao as an Iepeent Director pursuant to e provisions of Section 149 a 152 of e Companies Act, 2013. The Company has received from Mr. Suresh Shankar Vishwasrao (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of e Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 pursuant to Rule 14 of e Companies (Appointment & Qualification of Directors) Rules, 2014 to e effect at he is not disqualified in accordance wi sub-section (2) of Section 164 of e Companies Act, 2013. (iii) declaration at he meets e criteria of iepeence as provided in Section 149(6) of e Companies Act, 2013. Being an Iepeent Director, Mr. Suresh Shankar Vishwasrao will not be liable to retire by rotation in AGM a to hold office for a term of 5 (five) consecutive years i.e. from 05 November, 2016 to 04 November, 2021. The Ordinary Resolution seeking e approval of members for e appointment of Mr. Suresh Shankar Vishwasrao as an Iepeent Director is set for in e Item No. 7 of e Notice. None of e Director, Key Managerial Personnel of e Company a eir relatives, except Mr. Suresh Shankar Vishwasrao, being e appointee, are concerned or intereed, financially or oerwise, in is resolution. The Board recommes e Ordinary Resolution as set out at item no. 7 for approval of e Members. BRIEF PROFILE OF MR. SURESH SHANKAR VISHWASRAO: Date of Bir Date of Appointment Directorship held No. of shares Relationship between in public Companies held in Company directors inter-se 04.10.1946 05.11.2016 02 (Two) NIL Iepeent Director in Holding Company Mr. Suresh Shankar Vishwasrao is a retired Bank Officer. Mr. Shankar born in 1946 a has more an 45 (forty five) years of professional experience in e areas of banking regulations, FEMA, loan syication(s), capital market activities etc. He holds Maers degree in Arts a Diploma in Risk Management from New York University. He is also a member of Certified Associated Iian Initute of Bankers. Mr. Vishwasrao has considerable experience in e field a knowledge about e business a affairs of e Company. As a member of e Board, Mr. Vishwasrao is expected to add immense value for e long-term grow of e Company. Li of Public Company (ies) in which Mr. Suresh Shankar Vishwasrao holds Directorship, Chairmanship a Membership in Committees as on 31 March, 2017: Directorship Committee Chairmanship / Membership - Que Softech (Iia) Limited Bombay Rayon Fashions Limited- - Bombay Rayon Fashions Limited Audit Committee Member - STI Iia Limtied Stakeholders Relationship Committee Member Que Softech (Iia) Limited- Audit Committee Member- Stakeholders Relationship Committee Member Nomination a Remuneration Committee- Member Place: Iore Date: 08 May, 2017 By Order of e Board of STI Iia Limited Regd. Off.- Rau-Piampur Link Road, Tehsil-Mhow, Dit- Iore-453 332 ( M.P.) Iia, Deepesh Kumar Nayak Company Secretary 8