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TIDEL PARK COIMBATORE LTD.
[CIN U45209TN2007PLC064060]
Regd. Office : No.4, Rajiv Gandhi Salai, Taramani, Chennai – 600 113
Ph: 044-22540666 / 0422-2513604, Fax: 044-22541744/0422-2513609
web: www.tidel-parkcoimbatore.com, mail:tpcl@tidelpark-coimbatore.com
NOTICE TO SHAREHOLDERS
Notice is hereby given that the Twelfth Annual General Meeting of TIDEL Park
Coimbatore Ltd. will be held on Monday, 30th September 2019 at 11.00 AM in
the Chamber of Principal Secretary to Govt. (IT Dept.), 2nd Floor, Secretariat,
Chennai 600 009 to transact the following business:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Annual Accounts of TIDEL Park
Coimbatore Ltd. for the financial year 2018-19 together with the Report
of the Directors and Auditors and the comments of Comptroller and
Auditor General of India:
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT the Balance Sheet of the Company as at 31st
March 2019, the Profit and Loss Account for the year ended on that
date together with the Schedules thereto, the Cash Flow statement
for the financial year 2018-19, the report of the Board of Directors
and the Auditors, the comments of the C&AG and replies of the
Management thereon placed before the meeting be and are hereby
received, considered and adopted.”
2. To appoint a Director in the place of Thiru. M.A. Siddique, IAS,
Director who retires by rotation and being eligible offers himself for election
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act 2013 and Rules thereunder, Thiru. M.A. Siddique,
IAS (DIN No.07955771), Director who retires by rotation and being
eligible offers himself for re-election, be and is hereby re-appointed
as a Director of the Company.”
3. To appoint a Director in the place of Dr. Santhosh Babu, IAS,
Director who retires by rotation and being eligible offers himself for
election
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act 2013 and Rules thereunder, Dr. Santhosh Babu,
IAS (DIN No.01732308), Director who retires by rotation and being
eligible offers himself for re-election, be and is hereby re-appointed
as a Director of the Company.”
4. To appoint a Director in the place of Thiru. M. Vijayakumar, IAS,
Director who retires by rotation and being eligible offers himself for
election
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act 2013 and Rules thereunder, Thiru. M. Vijayakumar,
IAS (DIN No.08128389), Director who retires by rotation and being
eligible offers himself for re-election, be and is hereby re-appointed
as a Director of the Company.”
5. To appoint Statutory Auditors for 2019-20
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 142 of the Companies Act,
2013, and other relevant provisions, if any, M/s. Swamy & Ravi,
Chartered Accountants, Coimbatore, appointed by the Comptroller
and Auditor General of India be and are hereby appointed as
Statutory Auditors 2019-20 and their remuneration under Section
139 of the Companies Act 2013, be and is hereby fixed at
Rs.1,25,000/- (Rupees One Lakh and Twenty Five Thousand only)
plus applicable taxes and reasonable Travelling and Out of Pocket
Expenses, as approved by the Board.”
SPECIAL BUSINESS
6. Appointment of Dr. Aneesh Sekhar. S, IAS as Director of the
Company
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act 2013, rules thereunder and the Articles of Association
of the Company, Dr. Aneesh Sekhar. S, IAS (DIN No.07887010) who
was appointed as Additional Director of the Company with effect from
28.5.2019 be and is hereby appointed as Director of the Company,
liable to retire by rotation.”
7. Appointment of Dr. K.P. Karthikeyan, IAS as Director of the
Company
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act, 2013, rules thereunder and the Articles of
Association of the Company, Thiru. K.P. Karthikeyan, IAS (DIN
No.08218878), who was appointed as Additional Director with effect
from 10.6.2019 be and is hereby appointed as Director of the
Company, liable to retire by rotation.”
8. Appointment of Selvi. E. Nalini as a Director of the Company
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as an Ordinary Resolution:
“RESOLVED THAT pursuant to applicable provisions of the
Companies Act, 2013, rules thereunder and the Articles of
Association of the Company, Selvi. E. Nalini (DIN No. 08526353),
who was appointed as Additional Director with effect from 1.8.2019
be and is hereby appointed as Director of the Company, liable to
retire by rotation.”
9. Appointment of Thiru. B. Elangovan as Managing Director
To consider and if deemed fit, to pass the following resolution, with or without
modification(s) as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 196, 197 and
203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, as amended from time to time thereto and
the Articles of Association of the Company, and such other consents
and permission as may be necessary, and subject to such
modifications, variations as may be approved and acceptable,
approval of the Company be and is hereby accorded for the
appointment of Thiru. B. Elangovan (DIN 00133452) as Managing
Director of the Company, whose office will be liable to determination
by retirement by rotation, for a period of one year from 11th June
2019 or until further orders, whichever is earlier and payment of
remuneration for the aforesaid period on the terms and conditions
which are set out in the Explanatory Statement annexed to the
notice.”
“RESOLVED FURTHER THAT Chairman / Director / Company Secretary be and are hereby authorised to carry out all necessary
actions as may be necessary to give effect to this resolution.”
(By order of the Board of Directors) - Sd -
(M. Gita)
Company Secretary
Place: Coimbatore
Date: 25.9.2019
NOTE:
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 such proxy need not
be a member of the Company. The proxies in order to be effective must be
received at the registered office of the Company not less than 48 hours before
the meeting. Proxy form is enclosed.
2. All documents referred to in the accompanying notice and the Explanatory
Statement are open for inspection of the Members at the Registered Office of the
Company on all working days, except Saturdays, Sundays and Holidays, up to the
date of the Annual General Meeting.
3. Explanatory Statement pursuant to Section 102 is enclosed. - Sd -
(M. Gita)
Company Secretary
Place: Coimbatore
Date: 25.9.2019
Explanatory Statement pursuant to Section 102 of Companies Act 2013
Item No. 6
Dr. Aneesh Sekhar. S, IAS, Executive Director, TIDCO was appointed as
Additional Director of the Company with effect from 28.5.2019 and holds office
till the ensuing Annual General Meeting. The nomination of Dr. Aneesh Sekhar. S,
IAS as Director has been recommended by the Nomination and Remuneration
Committee.
Item No.7
Dr. K.P. Karthikeyan, IAS, Executive Director, Tamil Nadu Industrial Guidance
and Export Promotion Bureau was appointed as Additional Director of the
Company with effect from 10.6.2019 and holds office till the ensuing Annual
General Meeting. The nomination of Dr. K.P. Karthikeyan, IAS as Director has
been recommended by the Nomination and Remuneration Committee.
Item No. 8
Selvi. E. Nalini, General Manager (F&A), ELCOT was appointed as Additional
Director of the Company with effect from 1.8.2019 and holds office till the ensuing Annual General Meeting. The nomination of Selvi. E. Nalini as Director
has been recommended by the Nomination and Remuneration Committee.
The Board recommends the Resolution at Item No.s 6 to 8 of the accompanying
Notice for approval by the Members of the Company.
None of the Directors and Key Managerial Personnel of the Company or their
respective relatives are concerned or interested in the passing of the Resolution
at Item No.s 6 to 8 of the accompanying Notice, except as Nominees /
Representatives of TIDCO / ELCOT / TIDEL / STPI.
Item No.9
As per Clause 111 of the Articles of Association of TPCL, the Managing Director of
TPCL shall be a professional nominated by ELCOT and whose appointment shall
be considered by the Board. ELCOT vide letter dated 11.6.2019 has nominated
Thiru. B. Elangovan, Managing Director, TIDEL Park Ltd. as Managing Director of
TPCL for the time being. The Nomination and Remuneration Committee at its 9th
meeting and Board of Directors at their 63rd meeting held on 11th June 2019 have
considered the nomination and have appointed Thiru.B.Elangovan, Senior General
Manager (Projects), TIDCO who is also Managing Director, TIDEL Park Ltd. as
Managing Director (Key Managerial Personnel), TIDEL Park Coimbatore Ltd.
The terms and conditions of appointment of Thiru. B. Elangovan as Managing
Director are as follows:
(i) Tenure of appointment:
The appointment is for a period of 1 year from 11th June 2019 to 10th June 2020
or until further orders of ELCOT, whichever is earlier.
(ii) Remuneration:
TIDCO vide proceedings No. 2(148)/B II/ 2016 dated 4th May 2016 has placed the
services of Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO on
deputation as Managing Director, TIDEL Park Ltd. and has also assigned charge to
Thiru. B. Elangovan as Director in charge of TIDEL Park Coimbatore Ltd., for
which assignment Thiru. B. Elangovan is drawing additional charge allowance as
per the terms and conditions of deputation (Letter No. BII/2016 dated 11.5.2016).
ie; 1/5th of Basic + Grade Pay + DA, subject to revision of Basic & DA from time
to time [Rs.29,321/- presently]. In pursuance of the decision of the Board of
Directors, Thiru. B. Elangovan has been acting in the capacity of Managing
Director, TIDEL Park Coimbatore Ltd. In addition he will be eligible for other
allowances, as applicable.
(iii) Duties and Responsibilities:
Thiru. B. Elangovan will carry out roles and responsibilities as Managing Director
(Key Managerial Personnel) in terms of Section 203 and other provisions of the
Companies Act 2013, relevant rules thereunder and in accordance with the
Articles of Association of the Company. In line with the communication of ELCOT
vide letters dated 11.6.2019 and 14.8.2019, the prevailing arrangement of
handling the day to day affairs of the Company by the Committee of Directors
(Operations) comprising of Thiru. B. Elangovan and Nominee Director, ELCOT will
continue.
(iv) Other Terms
(a) The Managing Director shall act in good faith in order to promote the
objects of the Company for the benefit of its members as a whole, and in the best
interests of the Company, its employees and the Shareholders.
You shall exercise your duties with due and reasonable care, skill and diligence.
(b) The Managing Director shall not involve himself in a situation in which you
may have a direct or indirect interest that conflicts, or possibly may conflict, with
the interest of the Company.
(c) The Managing Director shall not achieve or attempt to achieve any undue
gain or advantage either to self or to relatives, partners, or associates and if
found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.
(d) He shall not assign his office and any assignment so made shall be void.
(e) Notwithstanding appointment as Managing Director, TIDEL Park
Coimbatore Ltd., Thiru. B. Elangovan will be deemed to be a member of TIDCO
for the purpose of Service Rules. Also he shall be deemed to be a member of
TIDCO service for the purpose of Conduct, Discipline and Appeal Rules.
(f) The Managing Director shall abide by the Code of Conduct devised by the
Company for the Board and Senior Management.
(v) Liabilities:
The Managing Director shall be held liable in respect of such acts of omission or
commission of the Company which had occurred with his knowledge and with his
consent or connivance or where ever he had not acted diligently.
(vi) Other Compliances:
The Managing Director will comply with all applicable and related provisions of the
Companies Act and any other applicable law or regulation in force.
(vii) Confidentiality:
All information acquired by Managing Director during his tenure is confidential to
the Company and should not be released, communicated, nor disclosed by any
means either during his tenure or following cessation of his tenure, to any person
without prior clearance from the Board of Directors of the Company.
The Managing Director will adhere to requirements under the law, applicable
regulations and the Company policy towards disclosure of price sensitive
information and shall abide by the Code of Insider Trading devised by the
Company and shall not make any statements in violation of the Code.
Review process:
(viii) Performance of the Managing Director will be evaluated by the Board of
Directors as per the evaluation criteria laid down by the Nomination and
Remuneration Committee of the Company.
(ix) Other Information
I. General Information
(i) Nature of industry IT / ITES
(ii) Date or expected date of commencement of commercial
production
Existing Com pany
(iii) In case of new companies,
expected date of
commencement of activities as
per project approved by
financial institutions appearing
in the prospectus
Not applicable
(iv) Financial performance based
on given indicators
(Rs. in Lakhs)
2018-19 2017-18
Revenue 5109.08 4703.49
Expenses 1682.91 672.62
Gross profit 3426.17 4030.87
Less: Financial Cost 1601.15 1993.25
Profit before Depreciation 1825.02 2037.62
Less: Depreciation 1665.12 1663.56
Profit before taxes 159.90 374.06
Deferred Tax 172.76 (80.60)
Other comprehensive income (0.94) (3.86)
Net Profit 331.72 289.60
(v) Foreign investments or
collaborations, if any.
Nil
II. Information about the
appointee:
(i) Background details Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO who has
completed his Masters in Mechanical
Engineering and MBA (Finance) has
put in 19 years of service at TIDCO
and is the Managing Director of
TIDEL Park Ltd. since May 2016.
(ii) Past remuneration Thiru. B. Elangovan is drawing
additional charge allowance as per
terms of deputation at TIDCO since
May 2016.
(iii) Recognition or awards Nil
(iv) Job profile and his suitability As Managing Director, TIDEL Park
Ltd., Thiru. B. Elangovan is
conversant with Management of IT
Parks and has been appointed as Managing Director of the Subsidiary
Company, TIDEL Park Coimbatore
Ltd. Thiru. B. Elangovan is Director in
the following Companies:
(i) Arakonam Castings & Forgings
Ltd.
(ii) Tamilnadu
Telecommunications Ltd.
(iii) Southern Petrochemicals
Industries Corporation Ltd.
(iv) Jayamkondam Lignite Power
Corporation Ltd.
(v) Tamilnadu Road Development
Co. Ltd.
(vi) IT Expressway Ltd.
(v) Remuneration proposed Existing additional charge allowance
being paid as per terms of deputation
from TIDCO viz; 1/5th of Basic +
Grade Pay + DA, subject to revision
of Basic & DA from time to time.
Presently Rs. 29,321/- (Aug 2019)
and other allowances as applicable.
(vi) 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)
Not applicable as the assignment is
an additional charge.
(vii) Pecuniary relationship directly
or indirectly with the company,
or relationship with the
managerial personnel, if any.
Thiru. B. Elangovan has been
nominated as Director on the Board
of the Company by TIDCO and is the
Managing Director of TPCL. He is also
the Managing Director of TPCL’s
Holding Company, TIDEL Park Ltd.
III. Other information
(i) Reasons of loss or inadequate
profits
TPCL presently has accumulated
losses of Rs. 26.77 Crores, to be
wiped off. TPCL is a Company on the
path of stabilisation and has recently
commenced earning profits.
(ii) Steps taken or proposed to be
taken for improvement
(iii) Expected increase in
productivity and profits in
measurable terms.
In accordance with the provisions of Section 196, 197 and all other applicable
provisions of the Act, read with Schedule V of the Act, the terms of appointment
including remuneration payable to Thiru. B. Elangovan require approval of
members by passing a Special Resolution. Shareholders are hence requested to
pass the Special Resolution.
The Board recommends the Resolution at Item No.9 of the accompanying Notice
for approval by the Members of the Company.
None of the Directors and Key Managerial Personnel of the Company or their
respective relatives are concerned or interested in the passing of the Resolution
at Item No. 9 of the accompanying Notice, except Thiru. B. Elangovan and other
Directors as Nominees / Representatives of TIDCO / ELCOT / TIDEL / STPI.
(By order of the Board of Directors)
- Sd -
(M. Gita)
COMPANY SECRETARY
Place: Coimbatore Date: 25.9.2019
Consent by Shareholder for shorter notice pursuant Section 101 (1) and
Section 136 (1) of the Companies Act 2013
The Board of Directors
TIDEL Park Coimbatore Ltd.
Taramani Chennai – 600 113
Sirs,
I / We ………………………………………………………………………., member of TIDEL Park
Coimbatore Ltd., holding ………………………………………... Shares of Rs. 10/- each in
the Company in my / our name and entitled to attend and vote at a General
Meeting of the Company do hereby give consent pursuant Section 101(1) and
Section 136(1) of the Companies Act 2013 to hold the 12th Annual General
Meeting at Chennai on Monday, 30th September 2019 and give my / our
consent for sending notice less than 21 days before the date of meeting and
hereby agree that the notice shall be deemed to have been sent as per the
requirements of the Companies Act.
Signature:
Name of the person:
Designation:
Name of the Company:
(Share Holder)
Address:
Dated the ……...... day of .............. 2019
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN : U45209TN2007PLC064060 Name of the company : TIDEL Park Coimbatore Ltd.
Registered office : No.4 Rajiv Gandhi Salai, Taramani, Chennai – 600 113
Name of the member (s) :
Registered address: :
E-mail Id: :
Folio No/ Client Id: :
DP ID: :
I/We, being the member (s) of …………. shares of the above named company, hereby
appoint
1. Name :
Address :
E-mail Id : Signature : or failing him
2. Name :
Address : E-mail Id :
Signature : or failing him
3. Name : Address :
E-mail Id :
Signature : or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 12th
Annual General Meeting of the company, to be held on the 30th day of September
2019 at 11.00 AM in the Chamber of Principal Secretary to Govt. (IT Dept.),
2nd Floor, Secretariat, Chennai 600 009 and at any adjournment thereof in
respect of such resolutions as are indicated below:
Resolution No.
1. To receive, consider and adopt the Annual Accounts of TIDEL Park Coimbatore Ltd.
for the financial year 2018-19 together with the Report of the Directors and Auditors and the comments of Comptroller and Auditor General of India
2. To appoint a Director in the place of Thiru. M.A. Siddique, IAS, Director who retires by rotation and being eligible offers himself for election
3. To appoint a Director in the place of Dr. Santhosh Babu, IAS, Director who retires
by rotation and being eligible offers himself for election
4. To appoint a Director in the place of Thiru. M. Vijayakumar, IAS, Director who
retires by rotation and being eligible offers himself for election
5. To appoint Statutory Auditors for 2019-20
6. Appointment of Dr. Aneesh Sekhar. S, IAS as Director of the Company
7. Appointment of Dr. K.P. Karthikeyan, IAS as a Director of the Company
8. Appointment of Selvi. E. Nalini as a Director of the Company
9. Appointment of Thiru. B. Elangovan as a Managing Director of the Company
Signed this ................ day of ................ 2019.
Signature of shareholder
Signature of Proxy holder(s)
Affix
revenue stamp
Note: This form of proxy in order to be effective should be duly completed and deposited
at the Registered Office of the Company, not less than 48 hours before the
commencement of the Meeting.
TIDEL PARK COIMBATORE LIMITED Registered Office: No.4, Rajiv Gandhi Salai
Taramani, Chennai 600 113
12th Annual General Meeting on 30th September 2019
ATTENDANCE SLIP
Name & address of the
member
:
Folio No.
:
Client Id
:
DP ID:
:
No. of shares held :
I hereby record my presence at the 12th Annual General Meeting of the
Company to be held on the 30th day of September 2019 at 11.00 AM in the
Chamber of Principal Secretary to Govt. (IT Dept.), 2nd Floor, Secretariat, Chennai
600 009 and at any adjournment thereof.
Signature of Member or Proxy
TIDEL PARK COIMBATORE LTD. (TPCL)
Details of Directors Seeking Appointment
Name (Thiru.)
Dr.AneeshSekhar, IAS
Dr. K.P. Karthikeyan,
IAS
Selvi. E. Nalini
Thiru. B. Elangovan
Date of Birth 17.02.1986 18.02.1986 27.01.1964 24.04.1964
Qualifications MBBS MBBS B.Sc, ACA ME (Mechanical)
Expertise in specific functional areas
Dr.AneeshSekhar, IAS, Executive Director, TIDCO has been nominated as Director on the Board of TPCL by TIDCO.
Dr. K.P. Karthikeyan, IAS,Executive Directcor, TN Guidance Bureau has been nominated as Director on the
Board of TPCL by the Industries (GIM) Dept. Govt. of TN.
Selvi. E. Nalini is the General Manager (Finance & Accounts) of Electronics Corporation of Tamilnadu and
has been nominated as Director on the Board of TPCL by ELCOT.
Thiru. B. Elangovan, Senior General Manager (Projects), TIDCO has been nominated as Director on TPCL Board by TIDCO. He is also the
Managing Director of TIDEL Park Ltd.
Directorships held in other companies
(excluding
foreign companies)
⇒ TIDCO ⇒ State Industries
Promotion
Corporation of
TN Ltd. ⇒ TN Polimer
Industries Park Ltd.
⇒ TICEL Bio Park Ltd.
⇒ Manali
Petrochemicals Ltd.
⇒ TN Petroproducts Ltd.
⇒ Southern Petrochemical
Industries ⇒ TANFLORA
Infrastructure Park Ltd.
⇒ HLL Medipark ⇒ TN Trade
Promotion
Organisation
⇒ ELCOT
--- ⇒ Arakonam Castings & Forgings Ltd.
⇒ Tamilnadu
Telecommunications Ltd.
⇒ Southern Petrochemicals Industries Corporation Ltd.
⇒ Jayamkondam Lignite Power Corporation Ltd.
⇒ Tamilnadu Road Development
Co. Ltd. ⇒ IT Expressway
Ltd.
Memberships/
Chairmanships of committees of other companies (includes only Audit Committee and Shareholders/ Investors
Grievance Committee)
2 Nil Nil Nil
No. of shares held in the Company
Nil Nil Nil 10
Terms & Conditions, Remuneration
Not applicable – Nominee Director As in the Explanatory Statement
Relationship with other Directors / and KMP
Nil Nil Nil Nil
Meetings of Board attended during the year
--- --- --- 4
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