The World of Welspun Corp
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WELSPUN CORP LIMITED Corporate Identification Number (CIN) – L27100GJ1995PLC025609 Registered Office : Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat, Pin – 370110, India. Board No.: +91 2836 662079, Fax No. + 91 2836 279060, Email : [email protected], Website: www.welspuncorp.com Corporate Office : Welspun House, 5th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013. Board : +91 -22-66136000 Fax: +91-22-2490 8020 NOTICE NOTICE is hereby given that the 21st Annual General Meeting of 7) To consider and, if thought fit, to pass the following resolution Welspun Corp Limited will be held on Thursday, September 29, as a Special Resolution: 2016 at the Registered Office of the Company at Welspun City, “RESOLVED THAT pursuant to the provisions of Sections 42 Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat – 370 110 at and 71 of the Companies Act, 2013 (“the Act”) read with the 10:30 a.m. to transact the following businesses: Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other applicable provisions of the Act and the Ordinary Business: Rules framed thereunder, as may be applicable, and other 1) To receive, consider and adopt the financial statements for applicable Guidelines and Regulations issued by the Securities the financial year ended March 31, 2016 and the reports of the and Exchange Board of India (“SEBI”) or any other law for the Board of Directors and the Auditors thereon. time being in force (including any statutory modification(s) 2) To consider declaration of dividend on Equity Shares. or amendment thereto or re-enactment thereof for the time being in force) and in terms of the Articles of Association 3) To appoint a director in place of Mr. Rajesh Mandawewala of the Company, approval of the Members of the Company (DIN 00007179), who retires by rotation, and being eligible, be accorded to the Board of Directors of the Company offers himself for re-appointment. (hereinafter referred to as “the Board” which term shall be 4) To appoint a director in place of Mr. Braja Mishra (DIN deemed to include any Committee thereof) to borrow from 00007089), who retires by rotation, and being eligible, offers time to time, by way of securities including but not limited to himself for re-appointment. secured/unsecured redeemable Non-Convertible Debentures (NCDs) to be issued on Private Placement basis, in domestic 5) To consider and, if thought fit, to pass the following resolution and/or international market, in one or more series/tranches as an Ordinary Resolution. aggregating up to an amount not exceeding ` 1,500 crores (Rupees One Thousand Five Hundred crores only) (including “RESOLVED THAT subject to the provisions of Section 139 and ` 500 crores approved at the Annual General Meeting held other applicable provisions, if any, of the Companies Act, 2013, on 31.08.2015), issuable / redeemable at discount / par/ read with Rule 3(7) of the Companies (Audit and Auditors) premium, under one or more shelf disclosure documents, Rules, 2014 (including any statutory modification(s) or re- during the period of 1 (one) year from the date of this Annual enactment thereof for the time being in force), the Company General Meeting, on such terms and conditions as the Board hereby ratifies the appointment of M/s. Price Waterhouse may, from time to time, determine and consider proper and Chartered Accountants LLP, Chartered Accountants most beneficial to the Company including as to when the said (Firm Registration Number with the Institute of Chartered NCDs be issued, the consideration for the issue, utilization Accountants of India - 012754N/N500016), as the Statutory of the issue proceeds and all matters connected with or Auditors of the Company to hold office from the conclusion incidental thereto; provided that the said borrowing shall be of this Annual General Meeting until the conclusion of the within the overall borrowing limits of the Company. next Annual General Meeting to be held for the financial year 2016-17 on such remuneration as may be determined by the RESOLVED FURTHER THAT approval of the Company be Board of Directors.” accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters Special Business: and things and to take all such steps as may be required in 6) To consider and, if thought fit, to pass the following resolution this connection including seeking all necessary approvals to as an Ordinary Resolution: give effect to this Resolution and to settle any questions, “RESOLVED that pursuant to Section 148 of the Companies difficulties or doubts that may arise in this regard.” Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company hereby ratifies remuneration of ` 6.00 lac (Rupees Six Lac Only) per annum By Order of the Board to M/s. Kiran J. Mehta & Co., Cost Accountants for conducting audit of cost accounting records maintained by the Company for the financial year commencing on April 1, 2016. Sd/- RESOLVED FURTHER THAT the Board of Directors of the Pradeep Joshi Company be and is hereby authorized to do all acts and take Place: Mumbai Company Secretary all such steps as may be necessary, proper or expedient to give effect to this resolution.” Date: May 23, 2016 FCS-4959 EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND THE INFORMATION AS REQUIRED PURSUANT TO THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. Item Nos. 3, 4 & 6 the Aligarh Muslim University. He is a prominent figure in BRIEF RESUME OF DIRECTORS BEING APPOINTED / RE- the industry with over 25 years of experience and possesses APPOINTED immense know-how regarding Oil and Gas - Steel Pipe manufacturing industry. 1. Item No. 3 - Re-appointment of Mr. Rajesh Mandawewala. Mr . Mandawewala being one of the promoters of the Company He joined Welspun in 1996 as General Manager, Marketing and is also a promoter of Welspun Group from its inception. Mr. within a short span took on the role of the CEO and Executive Mandawewala qualified as a Chartered Accountant. Being also Director of the Company. In 2012, Mr. Mishra took over the reins the Managing Director of Welspun India Ltd, a listed company of the Company, as the Managing Director of the Company. In of the group and Chairman of Christy, UK, he is in-charge of the past, Business World has rated Mr. Mishra as the 6th most operations of the textile business and has enabled Welspun to valuable CEO of Corporate India. develop a global reach in over 50 Countries. Details of directorship / membership of the Committees of Details of directorship /membership of the Committees of the Board of other companies are as under: the Board of other companies are as under: Dir ectorship: He is also a director in Ferro Tech India Private Directorship: He is also a director in Welspun India Limited, Limited , B&P Shipping & Chartering Services Private Limited, AYM Syntex Limited (Formerly known as Welspun Syntex Ferro Tech Trading Private Limited, Sideco-Ferro Tech India Limited), Welspun Wintex Limited, Welspun Fintrade Private Private Limited, Tarini Infrabuilders Private Limited, Welspun Limited, Welspun Steel Limited, Welspun Energy Private Wasco Coatings Private Limited, Welspun Middle East Pipe Limited, MGN Agro Properties Private Limited, Alspun Coating Company LLC and Welspun Middle East Pipes Infrastructure Limited, Angel Power and Steel Private Limited, Company LLC Welspun Enterprises Limited (Formerly known as Welspun Projects Limited), Welspun Global Brands Limited (Formerly Membership / Chairmanship of Committees: He is not a known as Welspun Retail Limited), Welspun Renewables member of any Committee. Energy Private Limited, The Cotton Textiles Export Promotion He holds 2,130,494 (0.80%) equity shares in the Company. Council, Mandawewala Enterprises Limited (Formerly known as Welspun Logistics Raigad Limited) Except Mr. Mishra, being the appointee herein, none of the key managerial personnel or directors of the Company or their Bodies Corporate outside India : Welspun Pipes Inc., Welspun relatives may be deemed to be concerned or interested in this Tubular LLC., Welspun Global Trade LLC., Welspun Holdings resolution. Private Limited, Welspun USA Inc., Welspun Home Textiles UK Limited, CHT Holdings Limited, Christy Home Textiles Limited, Shar eholders’ approval is sought by way of ordinary resolution Welspun UK Limited, Christy 2004 Limited, E. R. Kingsley proposed under Item no. 4 of the accompanying Notice. (Textiles) Limited, Christy UK Limited 3. Item No. 6 – Ratification of payment of remuneration to the Membership / Chairmanship of Committees: He is a member Cost Auditors / chairman in the following Committees: Members are hereby informed that pursuant to the recommendation of the Audit Committee, the Board A udit Committee: Member - Welspun Renewables Energy of Directors appointed M/s. Kiran J. Mehta & Co., Cost Pvt. Ltd., Welspun Energy Pvt. Ltd., Accountants as cost auditors of the Company for the financial Nomina tion and Remuneration Committee: Chairman - year ending March 31, 2017, for conduct of the Cost Audit of Welspun Steel Limited and Member - Welspun Energy Pvt. Ltd., the Company in terms of the requirements under applicable laws at a remuneration as mentioned in the resolution No. 6 of CSR Committee: Member - Welspun Corp Limited , AYM the Notice. Syntex Limited (Formerly known as Welspun Syntex Limited), Welspun India Limited, Welspun Renewables Energy Private Pursuant to Rule 14 of the Companies (Audit and Auditors) Limited, Welspun Energy Private Limited, Welspun Steel Rules, 2014, the remuneration proposed to be paid to the Cost Limited and Welspun Enterprises Limited (Formerly known Auditor is required to be ratified by the shareholders. as Welspun Projects Limited) The Resolution at item No. 6 of the Notice is set out as an Shar e Transfer and Investors’ Grievance and Stakeholders Ordinary Resolution for ratification by the members.