UNION OUALITY PLASTICS LIMITED
(Cl
N NO:- 125209M H1984P1C03359s)
REGD. OFFICE: 502,5th Floor, AGH Chambers,379/38i., Narsi Natha Street, Masjid
(W), Mumbai- 400 009.
PRoCEEDINGs oF THE 31ST ANNUAL GENERAL MEETING OF THE COMPANY HELD
oN WEDNESDAY, 3orH SEPTEMBER, lo:rs AT 1o.oo A.M. AT 502, 5rH FLooR, AGH
CHAMBERS, NARSI NATHA STREET, MASJID (W), MUMBAI- 400 009.
The 3l't Annual General Meeting of the Company was held on Wednesday, September 30,
2015, at 10.00 a.m. at 5th Floor, 502, AGH Chambers, Narsi Natha Street, Masjid (W), Mumbai400 009.
Times of Commencement: 10.00 A.M.
Times of Conclusion
: 1L.30 A.M.
Following Director /Members were present at the meeting:
1. Mr.Zuzar Kathawala, Managing Director, Chairman/ Member
2. Mr. Rameshchandra Mishra, Director
3. Mrs. Durriya Kathawala, Director/Member
The Chairman was informed by the Company Secretary that the necessary quorum of 16
members was presented at the AGM. After discussing the required quorum, the Chairman
commenced the proceedings of the meeting at 10'00 A.M,
The Chairman further announced that the Register of Directors' Shareholding under Section
:-7t(Ll (b) of the Companies Act, 2013, the Auditors' Report under Section 145 of the
Companies Act, 2013, Copy of Memorandum and Articles of Association of the Company and
proof of service of Notice of the 31't Annual General Meeting along with Annual Report for the
FY 2O74-L5 have
been kept open for inspection.
a
NOTICE OF THE MEETING
Meeting can be
The Chairman requested as to whether the Notice of the 31't Annual General
Notice be taken as
taken as read with the consent of Members. Members proposed that the
speech were
read. All the members present agreed to this suggestion. Copies of the Chairman's
distributed to the Members present at the Meeting'
Thereafter, Mr.Zuzar A. Kathawala, Chairman read the Chairman's speech as under:
Dear Shareholders,
of the
It is my privilege to address the 31't Annual General Meeting (AGM) of the shareholders
Annual Report,
Company. On behalf of the Board of Directors, I welcome you all to this AGM,
year ended
including the Director's Report and Audited Accounts of the Company for the
take
March, 37,2OL5, has been in your hands for some time now. with your consent. lshall
them as read.
ECONOMIC SCENARIO AND OUTLOOK
Outlook for 2015-16:-
year, Also, acceleration in services and manufacturing growth in the face of subdued
global demand conditions point to the strengthening of domestic demand.
but
Country still exist. Agriculture also suffered due to poor and unstable monsoon,
there are no indications of its spill over the next year'
per cent
macroeconomic parameters is generally optimistic and a growth around 8.5
is in the realm of possibility in 2015-16'
.
demand and increased suPPlies.
owing to low international demand and comfortable supply'
such as high rural wages, higher level
costs.
of minimum support prices'and, rise in input
CHAILENGES 2015-15:
There is need for increased investment in agriculture and food sector in various
areas such as research, education, extension, irrigation, organic farming, fertilizers
and laboratories to test soil, water and commodities, are housing and cold storage.
There are wide gaps persisting in the yield within states. Various top producer states
have comparatively much lower yield in different crops when compare to the rest of
the world. There is a need to bridge the yield gap to the extent feasible within the
climate zone.
There is need to bring states on board for creating national common market for
agriculture commodities.
There is need for increase investment in renewable energy plants along with nuclear
energy and traditional methods of generating power.
There is need unique infrastructuralfacility which can make sure to investors and all
citizens of country for uplift their standard of living and easy connectivity of every
elements of economy.
Another challenge is an urbanization because in the world at every week 10 million
people moving toward the cities from the villages.
PTASTICS !NDUSTRY OUTTOOK
AND OPPORTUNITIES:
The year 2074-15 was a challenging year for the Company due
to the unsiable market
conditions. High volatile in raw materials supply lead to fluctuation in production
capacity.
The Company is taking all necessary steps
to maintain the optimum level of production
and provide best service to customers.
Before I conclude, on behalf of the Board of Directors and on my own behall I would
like to that City Co- Operative Bank, Oriental Bank of Commerce for their continued
support of and co-operation. I also express my sincere thanks and gratitude to all the
shareholders of the Company for reposing their faith in the Company and the
Management. I also thank every employee of the Company for their dedication and our
'
loyal customers and suppliers for their continued support and patronage. I solicit your
continue cooperation and patronage in future also.
I once again thank you all for attending today's Annual
i'
Company.
Zuzar Kathawala
Chairman & Managing Director
5.
General Meeting
of our
Mr. Zuzar Kathawala, Chairman informed that the accordance with the provisions of
Section 109 of the Companies Act, 2013, the items of the Notice are also required to be
transacted by poll. Mr. K. V. Rao, Practicing Company Secretary has been appointed as
the Scrutinizer to oversee the poll process.
Mr.Tuzar Kathawala, Chairman then requested the Scrutinizer and 2 (two) shareholders
present at the meeting to show the Poll Box to the Members present at the AGM. The
box was shown to the members and the same was sealed by the scrutinizer for the poll.
After the above, following business was transected:
L.
To consider and adopt the Audited Statement of Profit & Loss Account for the year ended 31't
March, 2015 and the Balance Sheet as at that date together with the Reports of Board of
Directors and the Auditors Report thereon:
The chairman moved the following resolution as an ordinary Resolution:
the Audited Balance Sheet as at 31't March, zoLS, the statement of
Profit & loss Account for the year ended on that date and the report of the Board of
RESOLVED THAT
Directors, Statutory Auditors and Secretarial Auditors thereon be and is hereby received
adopted.
Chairman invited the comments from the members relating to audited accounts of the
Company for the period under review.
Thereafter some shareholders raised queries on the audited accounts of the Company,
which were satisfactorily replied by the Chairman.
Mr. Qusai Kathawala, Member seconded the resolution.
2. To appoint a Director in place
of Mr. Zuzar Kathawala (DlN No. 00101783) who retires
by rotation and being eligible, offers himself for re-appointment.
Mr. Zuzar Kathawala informed the members that the he is interested in the passing of
the Resolution no. 02 and further requested Mr. Rameshchandra Mishra, lndependent
Director, to chair the meeting for the subject the resolution. i'
4
the request of Mr. Zuzar Kathawala, Chairman, Mr, Rameshchandra Mishra, Director
presided over the transacting of ltem No. 02.
On
Mr. Rajendra Shinde moved the following resolution as an Ordinary Resolution.
Mr. Zuzar Kathawala, Director, who retires by rotation, but
being eligible offers himself for re-appointment, be and is hereby re-appointed as a
Director of the Company.
RESOLVED FURTHER THAT
Mr. Chandrakant Nachare, Member seconded the Resolution.
Mr. Zuzar Kathawala, Chairman including his relatives, being interested in the
resolution, will not vote.
Mr. Rameshchandra Mishra, Director, then requested Mr. Zuzar Kathawala, Chairman to
conclude the further proceedings of the meeting.
Mr. Zuzar Kathawala, Chairman, presided over for conducting the f urther proceedings.
3.
To appoint Auditors and to fix their remuneration:
Mrs. Durriya Kathawala, Member moved the following resolution as an ordinary
resolution.
"RESOLVED THAT pursuant
to the provisions of section 139 and all other applicable
provisions of the Companies Act, 2013 (the "Act") read with Rule 3(7) of the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification (s) or enactment
thereof for the time being in force), the Company hereby ratifies the appointment of
M/s. Parekh Shah & Lodha, Chartered Accountants (Firm Registration No. 107487W),
Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of
this Annual General Meeting until the conclusion of the Annual General Meeting to be
held for the financial year 20!6-L7 on such remuneration as may be determined by the
Board of Directors."
Mr. Rajendra Shinde, Member seconded the resolution.
5.
.t)
il
4.
Re-
Appointment of Mr. Zuzar Kathawa! as Managing Director of the Company:
Mr. Zuzar Kathawala informed the members that the he is interested in the passing of
the Resolution no. 02 and further requested Mr. Rameshchandra Mishra, lndependent
Director, to chair the meeting for the subject the resolution.
the request of Mr. Zuzar Kathawala, Chairman, Mr, Rameshchandra Mishra, Director
presided over the transacting of ltem No. 04.
On
Mr. Rajendra Shinde moved the following resolution as an Ordinary Resolution.
"RESOLVED THAT Pursuant
to the provisions of Section tg6, ]:g7 &
203 of the
Companies Act, 2013 read
with Schedule V of the said Act (including any amendment,
modification, variance or re-enactment thereof ), and subject to approval of the Central
Government ,if any, the approval of the Company be and is hereby accorded to the
appointment of Mr.Zuzar A. Kathawala (DlN No.00101783) as the Managing Director
of the Company for a period of five years effective from 0L't April, 2015 to 31't March,
2020 on the terms and conditions including remuneration as set out in the explanatory
statement annexed to the Notice convening this meeting.
RESOLVED FURTHER THAT
the Board of Directors of the Company be and is hereby
authorized to do all such acts things and deeds as may be necessary to give effbct to this
resolution."
Mr. chandrakant Nachare, Member seconded the Resolution.
Mr. Zuzar Kathawala, Chairman including his relatives, being interested in the
resolution, will not vote.
Mr. Rameshchandra Mishra, Director, then requested Mr. Zuzar Kathawala, Chairman to
conclude the further proceedings of the meeting.
Mr.ZuzarKathawala, Chairman, presided over for conducting the further proceedings.
5. Re-Appointment of Mrs. Naseem Arsiwala
as an tndependent Directorof the Company:
Mr. Rajendra Shinde moved the following resolution as an ordinary Resolution
"RESOLVED THAT Pursuant
to the
of Section 1-4g, 752, 161 and other
applicable provisions of the Companies Act, 2013 and Rules framed there under, read
6
provisions
with Schedule lV of the Act, Mrs. Naseem Arsiwala, Director holding DIN -02458352,
who has submitted the declaration that she meet the criteria for independence as
provided in section L49 (6) of the Act and who is eligible for re-appointment, be and is
hereby appointed as an lndependent director of the Company for the period of 5 years
effective from 01't April, 2015.
Mr. Ahmedally Kathawala, Member seconded the resolution.
6. Re-Appointment of Mr. Rameshchandra
Mishra as an lndependent Directorof the
Company:
Mrs. Durriya Kathawala, Member moved the following resolution as an Ordinary
Resolution.
"RESOLVED THAT Pursuant
to the
provisions
of Section !49, 152, 161 and other
applicable provisions of the Companies Act, 2013 and Rules framed there under, read
with Schedule lV of the Act, Mr. Rameshchandra Mishra , Director holding DIN 05L4991.6,
who has submitted the declaration
that he meet the criteria
for
independence as provided in section 149 (6) of the Act and who is eligible for reappointment, be and is hereby appointed as an lndependent director of the Company
for the period of 5 years effective from 01't April, 201"5.
Mr. Fakkruddin Rangwala, member seconded the resolution.
7.
Resignation of Mr. Jayram Narayanan as Director:
Mr. Chandrakant Nachare, Member moved the following resolution as an Ordinary
Resolution.
to provisions of Section 168 of the Companies Act, 2013 and
other applicable provisions of the Act and Rules framed there under, resignation of Mr.
Jayaram Ananthnarayan (DlN No. 02340169) as Director, from the Board of Director of
"RESOLVED THAT pursuant
.
the Company, be and is hereby accepted with effect from 01st April, 2015.
i''
Mr. Qusai Kathawala, member seconded the resolution.
?"
8.
Resignation of Mr. SunilTripathias Director:
Mr. Fakruddin Rangwala, Member moved the following resolution as an ordinary
Resolution.
"RESOLVED THAT pursuant
to provisions of Section 168 of the Companies Act, 2013 and
other applicable provisions of the Act and Rules framed there under, resignation of Mr.
Sunil Tripathi (DlN No. 02458352) as Director, from the Board of Director of the
company, be and is hereby accepted with effect from 01st April, 2015.
Mrs. Durriya Kathawala, member seconded the resolution.
Mr.Tuzar Kathawala, Chairman, announced the following:
After all the items of the Notice have been proposed and seconded, the Chairman
requested the Members to cast their vote through the Batlot paper provided
and put
the same in the ballot boxes after firing in all the required details.
Mr. Chandrakant Joge, Compliance officer, guided the Members through the polling
process.
Mr'Zuzar A. Kathawala and relatives being interested in item no.02 and 04 of the
AGM
Notice abstained themselves and did not vote
After the completing the polling process, the Chairman announced that the result of
the
voting will be announced latest by 03'd october, 2015, the same will be placed on the
website of the Company www.unionqualitvplastics.com and also be available on the
website of the BSE Limited www.bseindia.com . The result will also be published in
Financial Express and "Aaple Mahanagar" (both Mumbai editions) latest by 05th
October, 2015.
Chairman then announced that the meeting is concluded and invited members
to join
for Hi rea and snacks arranged outside the conference Hall.
Date:- 30th September, 201S
Place: Mumbai
Certified True Copy
Fo_r
*
Union
Iimited