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MINUTES OF THE 4TH MEETING OF THE BOARD OF DIRECTORS OF NASHIK MUNICIPAL SMART CITY DEVELOPMENT CORPORATION LIMITED (NMSCDCL) HELD ON MONDAY THE 14TH AUGUST, 2017 AT MEETING HALL, MUNICIPAL COMMISSIONER OFFICE, N.M.C. PURANDARE COLONY, SHARANPUR, RAJIV GANDHI BHAVAN, NASHIK – 422002, COMMENCED AT 12.00 P.M. AND CONCLUDED AT 02.00 P.M.

PRESENT Mr. Sitaram Kunte -Chairman and Nominee Director (IAS, Add. Chief Secretary – Higher & Technical Education, Maharashtra State) Mr. Abhishek Krishna - Nominee Director (Commissioner, Nashik Municipal Corporation) Ms. Renu Satija - Nominee Director (Deputy Secretary (Budget), MoUD, GoI) Mr. U. B. Pawar - CEO (City Engineer, Nashik Municipal Corporation) Mrs. Ranjana Popatrao Bhansi - Nominee Director (Mayor, Nashik Municipal Corporation) Mr. Shivaji Gangurde - Nominee Director (Standing Committee Chairman, Nashik Municipal Corporation) Mr. Dinkar Patil - Nominee Director (Leader of House, Nashik Municipal Corporation) Mr. Ajay Boraste - Nominee Director (Leader of Opposition, Nashik Municipal Corporation) Mr. Mahendra Shinde - Company Secretary

INVITEE:

Mr. Prathmesh Gite, Deputy Mayor, Nashik Municipal Corporation

OTHER OFFICERS PRESENT:

Mr. G.M. Pagare, Superintending Engineer (Drainage), Nashik Municipal Corporation

Mr. B.U. More, Garden Superintendent, Nashik Municipal Corporation

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Mr. P.M. Gaikwad, Executive Engineer, PWD, Nashik Municipal Corporation

Mr. C. B. Aher, Dy. Engineer, PWD, Nashik Municipal Corporation

Mr. B. G. Nirmal, Chief Financial Officer, NMSCDCL

Mr. P. R. Gurjar, IT Head, NMSCDCL

Mr. D.B. Vanmali, Executive Engineer, Electrical, Nashik Municipal Corporation

Mr. Nilesh Gauda, Representative of KPMG (PMC)

Ms. Priyanka Kulkarni, Representative of KPMG (PMC)

CHAIRMAN

Mr. Sitaram Kunte Chairman of the meeting took the chair and conducted the proceedings of the meeting.

WELCOME

The chairman welcomed all the members of the Board of Nashik Municipal Smart City Development Corporation Limited (NMSCDCL).

ITEM NO. 1/4: TO RECORD OF PRESENCE OF QUORUM:

The chairman noted that the quorum was present.

ITEM NO. 2/4: GRANT LEAVE OF ABSENCE, IF ANY:

Leave of absence was granted to the following Directors and Special Invitees.

A. LEAVE OF ABSENCE (DIRECTORS):

Mrs. Prajakta Lavangare-Verma (JMD, CIDCO) - Nominee Director

Mr. B. Radhakrishnan (District Collector) - Nominee Director

Mr. Ravinderkumar Singal (Commissioner of Police, Nashik) - Nominee Director

B. LEAVE OF ABSENCE (SPECIAL INVITEES)

Mr. Mahesh Zagade, Divisional Commissioner, Nashik

ITEM NO. 3/4:

TO CONFIRM MINUTES OF 3RD BOARD OF DIRECTORS MEETING:

Minutes of the 3rd Board of Directors Meeting held on 22nd June 2017 at Meeting Hall, Municipal Commissioner Office, Nashik Municipal Corporation, Rajiv Gandhi Bhavan, Purandare Colony, Sharanpur, Nashik – 422002, circulated to all the Directors, were read and confirmed.

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In this connection, the following resolution was passed:

“RESOLVED THAT the minutes of the 3rd Board of Directors Meeting held on 22nd June 2017 at Meeting Hall, Municipal Commissioner Office, Nashik Municipal Corporation, Rajiv Gandhi Bhavan, Purandare Colony, Sharanpur, Nashik – 422002 & as circulated earlier and placed before the Board be and are hereby approved and confirmed.”

ITEM NO. 4/4:

TO TAKE NOTE OF CESSATION OF CHIEF EXECUTIVE OFFICER - MR. VIJAY PAGAR:

The chairman informed the board that Mr. Vijay Pagar, Dy. Commissioner, NMC was appointed as Chief Executive Officer (CEO) (Additional Charge) of the company as per State Government’s Decision dated 18th June, 2016 for speedy and smooth functioning of the company. Mr. Vijay Pagar ceased to be CEO of the company w.e.f. 1st July 2017 due to his transfer to Kalyan Dombivli Municipal Corporation vide Government Order No. 22 dated 30th June 2017.

The board took the note of the same.

ITEM NO. 5/4:

TO CONSIDER AND APPROVE APPOINTMENT OF CHIEF EXECUTIVE OFFICER- MR. U.B. PAWAR:

The chairman informed board that considering Item No. 4 of this meeting, it is necessary to appoint Chief Executive Officer (CEO) for the Company as per the Government Decision No. Smart C/ ANS.2016/ Ward No.58/ Navi-23 dated 18th June, 2016.

Mr. Abhishek Krishna, Municipal Commissioner has issued order no. 412 dated 1st July 2017 to Mr. U. B. Pawar, City Engineer to take additional charge as CEO of the Company for speedy and smooth operations of the company.


“RESOLVED THAT pursuant to the provisions of section 2(18) of the Companies Act, 2013, and other applicable provisions if any read with Government Decision No. Smart C/ ANS.2016/ Ward No.58/ Navi-23 dated 18th June, 2016, Mr. U. B. Pawar, be and is hereby appointed as Chief Executive Officer (CEO) of the Company w.e.f. 1st July 2017 till the Full Time CEO appointed or till the further order in this regard.”

"RESOLVED FURTHER THAT the acts and things done by Mr. U. B. Pawar, as Chief Executive Officer of the Company w.e.f. 1st July 2017 till the date of this meeting be and are hereby confirmed, approved and ratified.”

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"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary for the appointment of aforesaid person as CEO of the company.”

ITEM NO. 6/4:

TO TAKE NOTE OF DISCLOSURE OF DIRECTORS INTEREST FOR FY 2017-18:

The chairman informed board that it is mandatory to take note of General Notices of Disclosure of Interest and changes therein in pursuant to Section 184 of the Companies Act, 2013 read with Rule 9 (1) of Companies (Meetings of Board and its Powers) Rules, 2014 as received from the directors of the company in the prescribed format of Form No. MBP-1.


“RESOLVED THAT pursuant to Section 184 of the Companies Act, 2013 read with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, notices of disclosure of interests received from the directors of the company in Form No.MBP -1 disclosing nature of their interest or concern with share holding in any other Companies, Body Corporate or Firm or Association of Individuals for the financial year 2017-18 be and is hereby noted and be kept in the custody of Company Secretary of the company.”

ITEM NO. 7/4:

TO CONSIDER AND GIVE AUTHORITY OF APPOINTMENT OF FIRST STATUTORY AUDITOR FOR FY 2016-17 AND TO FIX THEIR REMUNERATION:

The chairman informed board that pursuant to provisions of the section 139(7) of the Companies Act 2013 read with Government Decision No. Smart C/ ANS.2016/ Ward No.58/ Navi-23 dated 18th June, 2016; Audit of Special Purpose Vehicle i.e. NMSCDCL will be done through Comptroller Auditor General of India. The company had communicated the same to Comptroller Auditor General of India.

On 26/07/2017 the company has again sent request to Comptroller and Auditor-General of India to send list of auditors for FY 2016-17. However till the date of agenda and date of this meeting list of empanelled auditors form Comptroller Auditor General of India is awaited.

Further as per provisions of the section 139(7) of the Companies Act 2013, in case the Comptroller and Auditor-General of India doesn’t appoint auditor within the period of sixty days from the date of registration, the Board of Directors of the company shall appoint such auditor within the next thirty days.

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If the company has not received any communication within 30 days of date of letter, the Board shall take necessary steps as per section 139(7) of the Companies Act 2013 for the appointment of auditor for FY 2016-17.


“RESOLVED THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to take all necessary steps pursuant to the provisions of Section 139(7) for the appointment of First Statutory Auditor for the Financial Year 2016-17 i.e. Selection of Auditor, Fixation of Remuneration to Auditor etc., if response to letter sent to CAG India not received within thirty days of letter.”

ITEM NO. 8/4:

TO CONSIDER AND GIVE AUTHORITY OF APPOINTMENT OF STATUTORY AUDITOR FOR FY 2017-18 AND TO FIX THEIR REMUNERATION:

The chairman informed boards that pursuant to provisions of the section 139(5) of the Companies Act 2013 read with Government Decision No. Smart C/ ANS.2016/ Ward No.58/ Navi-23 dated 18th June, 2016; Audit of Special Purpose Vehicle i.e. NMSCDCL will be done through Comptroller Auditor General of India. Accordingly on 26/07/2017 the company has communicated the same to Comptroller Auditor General of India.

Further as per section 139(5) the Comptroller and Auditor-General of India shall, in respect of a financial year, appoint an auditor duly qualified to be appointed as an auditor of companies under this Act, within a period of one hundred and eighty days from the commencement of the financial year.


“RESOLVED THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to take all necessary steps pursuant to the provisions of Section 139(5) for the appointment of Statutory Auditor for the Financial Year 2017-18 i.e. Selection of Auditor, Fixation of Remuneration to Auditor etc.”

ITEM NO. 9/4:

TO CONSIDER AND APPROVE CONTINUATION OF APPOINTMENT OF M/S. A N GAWADE & CO AS CONSULTANT TO PROVIDE FINANCIAL AND SECRETARIAL CERTIFICATION SERVICES TO THE COMPANY AND FIX THEIR REMUNERATION:

The chairman informed the board that as per the Board Meeting dated 29th April 2017, the Company had appointed M/S. A. N. GAWADE & CO Chartered Accountants, Pune to provide secretarial services to the company till appointment of KMP on monthly charges of Rs. 25,000/-. However, in future company will require financial services and secretarial certification services and other additional services as per below.

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Accordingly, it is necessary to consider continuation of M/s. A. N. Gawade & Co as consultant to provide following services to the company.

a. Tax Compliances & Registrations (Excluding labor laws) including registrations under GST, Prof. Tax. b. Offsite book keeping & accounting, voucher creation, cost centre wise recording of transactions. c. Accounting Policy Finalization d. Adoption and Accounting Treatment Guidance under IGAAPs or INDAS. e. Professional Certification for Secretarial Services f. Payroll Processing g. Preparation of Balance Sheet for 31.03.17 and Tax Return filling

The company has received proposal from M/s. A. N. Gawade & Co for Fees of Rs. 60,000/- p.m. for above additional services. GST extra as applicable. Same shall be applicable from 01.08.2017. After negotiation with CA A. N. Gawade partner of M/s. A. N. Gawade & Co., he is ready to minimize fees to Rs.50, 000/- p.m.

All the directors considered the proposal and discussed the same and informed that appointment of continuation of M/s. A. N. Gawade & Co. may be considered till the end of 30th September 2017 considering he is also providing services to SPV of other smart cities i.e. Pune, Thane and Solapur. Further informed that till the September 2017 issue Request for Proposal (RFP) to avail above mentioned services.


“RESOLVED THAT continuation of appointment of M/s. A. N. Gawade & Co. as consultant to provide following services to the company at professional fees of Rs.50,000/- per month till the end of 30th September 2017 applicable from 1st August 2017 be and is hereby approved.”

a) Tax Compliances & Registrations (Excluding labor laws) including registrations under GST, Prof. Tax.

b) Offsite book keeping & accounting, voucher creation, cost centre wise recording of transactions.

c) Accounting Policy Finalization d) Adoption and Accounting Treatment Guidance under IGAAPs or INDAS. e) Professional Certification for Secretarial Services f) Payroll Processing g) Preparation of Balance Sheet for 31.03.17 and Tax Return filling

“RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect aforesaid resolution.”

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ITEM NO. 10/4:

TO CONSIDER AND APPROVE RATIFICATION OF RESOLUTION PASSED IN 2ND BOARD MEETING - TO TAKE NOTE AND APPROVE CHANGE OF NOMINEE DIRECTORS AND SHAREHOLDERS OF NASHIK MUNICIPAL CORPORATION:

The chairman informed Board that as per 2nd meeting of the board of directors of Nashik Municipal Smart City Development Corporation Limited (NMSCDCL) held on Saturday the 29th April, 2017 at Municipal Commissioner Office, N.M.C. Purandare Colony, Sharanpur, Shri. Rajiv Gandhi Bhavan, Nashik – 422002, In Item No.6, the board has passed the resolution regarding to take note and approve change of nominee directors and shareholders of Nashik Municipal Corporation.

The said resolution need to be altered to the some extent to comply provisions in this regard under the Companies Act 2013. Further as per secretarial standard -1 on Board Meetings- Clause No. 7.5.3, Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered. Hence this alteration needs to be approved in board meeting.


“RESOLVED THAT consent of the Board of Directors of the company be and is hereby accorded to alter and replace Item No. 6 of the Minutes of the meeting of the Board Meeting held on 29th April 2017 as per below:-

ITEM NO.6:- TO TAKE NOTE AND APPROVE CHANGE OF NOMINEE DIRECTORS AND SHAREHOLDERS OF NASHIK MUNICIPAL CORPORATION.

Chairman informed the Board that as per provisions of AOA and Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016 following persons were nominated by NMC and proposed as Nominee Directors/shareholders of the company on behalf of NMC:

1. Mrs. Ranjana Bhansi, Mayor, Nashik Municipal Corporation; 2. Mr. Shivaji Gangurde, Standing Committee Chairman, Nashik Municipal

Corporation and 3. Mr. Ajay Boraste, Leader of Opposition, Nashik Municipal Corporation.

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“RESOLVED THAT pursuant to Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016, Mrs. Ranjana Bhansi, Mayor, Nashik Municipal Corporation; Mr. Shivaji Gangurde, Standing Committee Chairman, Nashik Municipal Corporation and Mr. Ajay Boraste, Leader of Opposition, Nashik Municipal Corporation, be and are hereby appointed as Nominee Directors of the company on behalf of Nashik Municipal Corporation w.e.f. 29th April, 2017 ". “RESOLVED FURTHER THAT Cessation of Mr. Ashok Devram Murtadak, Mayor, Mr. Salim Ismail Shaikh, Chairman Standing Committee, Mrs. Surekha Ramesh Bhosale, Leader of House and Mrs. Kavita Balasaheb Kardak, Leader of Opposition be and are hereby recorded being ceases to the representative in the Governing Body (GB) of the Nashik Municipal Corporation, with the term of the GB getting over, w.e.f. 29th April, 2017. “RESOLVED FURTHER THAT Four Equity Shares of Rs. 10/- each be and are hereby transferred from existing nominee shareholders in the following manner:

S. NO

NAME OF TRANSFEROR

SHARE CERT.

NUMBER

NAME OF TRANSFEREE

NUMBER OF

SHARES

DISTINCTIVE

NUMBER 01 NASHIK MUNICIPAL

CORPORATION Through its authorized representative / Nominee Mr. Ashok Devram Murtadak, Mayor

2 NASHIK MUNICIPAL CORPORATION Through its authorized representative / Nominee Mrs. Ranjana Popatrao Bhansi, Mayor

1 24,996 to 24,996

02 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mr. Gurmeet Singh Arjun Singh Bagga, Deputy Mayor

3 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mr. Prathmesh Gite, Deputy Mayor

1 24,997 to 24,997

03 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mr. Salim Ismail Shaikh, Chairman Standing Committee

4 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mr. Shivaji Gangurde, Chairman Standing Committee

1 24,998 to

24, 998

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04 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mrs. Kavita Balasaheb Kardak, Leader of Opposition

6 NASHIK MUNICIPAL CORPORATION Through its authorized representative/ Nominee Mr. Ajay Boraste, Leader of Opposition

1 25,000 to 25,000

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.” OLD DELETEED ITEM 6: TO TAKE NOTE AND APPROVE CHANGE OF MAYOR, STANDING COMMITTEE CHAIRMAN, LEADER OF HOUSE, LEADER OF OPPOSITION AND DEPUTY MAYOR AS SUBSCRIBER OF SHARE Chairman informed the Board that as per provisions of AOA and Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016 of the Company following persons were proposed as Nominee Directors of the company, as per agenda point number 10: 1. Ranjana Bhansi, Mayor, Nashik Municipal Corporation 2. Shivaji Gangurde, Standing Committee Chairman, Nashik Municipal Corporation and 3. Ajay Boraste, leader of Opposition “RESOLVED FURTHER THAT Fifty Thousand Equity Shares of Rs. 10/- each be and are hereby allotted for cash at par to the following subscribers to the memorandum namely: FOLIO

NO NAME OF SUBSCRIBERS SHARE

CERT. NUMBE

R

NUMBER OF

SHARES

DISTINCTION

NUMBER

02 NASHIK MUNICIPAL CORPORATION Through its authorized representative Mrs. Ranjana Popatrao Bhansi, Mayor

2 1 24,996

03 NASHIK MUNICIPAL CORPORATION Through its authorized representative Mr. Prathmesh Gite, Deputy Mayor

3 1 24,997

04 NASHIK MUNICIPAL CORPORATION Through its authorized representative Mr. Shivaji Gangurde, Chairman Standing Committee

4 1 24,998

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06 NASHIK MUNICIPAL CORPORATION Through its authorized representative Mr. Ajay Boraste, Leader of Opposition

6 1 25,000

ITEM NO. 11/4:

TO CONSIDER AND APPROVE RATIFICATION OF RESOLUTION PASSED IN 2ND BOARD MEETING - TO TAKE A NOTE AND APPROVE APPOINTMENT OF MS. RENU SATIJA, DEPUTY SECRETARY (BUDGET) AS DIRECTOR OF THE COMPANY NOMINATED BY MOUD, GOI: The chairman informed Board that as per 2nd meeting of the board of directors of Nashik Municipal Smart City Development Corporation Limited (NMSCDCL) held on Saturday the 29th April, 2017 at Municipal Commissioner Office, N.M.C. Purandare Colony, Sharanpur, Rajiv Gandhi Bhavan, Nashik – 422002, In Item No.5, the board has passed the resolution regarding appointment of Ms. Renu Satija, Deputy Secretary (Budget) as Nominee Director of the company nominated by MoUD, GOI. The said resolution need to be altered to the some extent to comply provisions in this regard under the Companies Act 2013. Further as per secretarial standard -1 on Board Meetings- Clause No. 7.5.3, Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered. Hence this alteration needs to be approved in board meeting. In this connection, the following resolution was passed:

“RESOLVED THAT consent of the Board of Directors of the company be and is hereby accorded to alter and replace Item No. 5 of the Minutes of the meeting of the Board Meeting held on 29th April 2017 as per below:-

ITEM NO.5:- TO TAKE NOTE AND APPROVE APPOINTMENT OF MS. RENU SATIJA, DEPUTY SECRETARY (BUDGET) AS DIRECTOR OF THE COMPANY NOMINATED BY MoUD, GOI.

The chairman informed the board that in pursuance to the provisions of Articles of Association of the Company and read with Office Memorandum from MoUD, GOI dated 28th November, 2016, Ms Renu Satija, Deputy Secretary (Budget) Nominated as Director of the Company. The board took note for the same.

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Accordingly board has proposal to appoint Ms Renu Satija, Deputy Secretary (Budget) as a Nominee Director of the Company being representative of Central Government. “RESOLVED THAT Ms. Renu Satija, Deputy Secretary (Budget) be and is hereby appointed as a Nominee Director of the Company being representative of Central Government w.e.f 29th April, 2017 ". "RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary for the appointment of aforesaid person as nominee director of the company.” OLD DELETED ITEM NO-5 TO TAKE A NOTE ON APPOINTMENT OF MS RENU SATIJA, DEPUTY SECRETARY (BUDGET) AS DIRECTOR OF THE COMPANY NOMINATED BY MoUD, GOI. The chairman informed the board that in pursuance to the provisions of Articles of Association of the Company, and with reference to agenda item no. 7, Ms Renu Satija, Deputy Secretary (Budget) is appointed as the Nominee Director of the Company. The board took note for the same.

ITEM NO. 12/4:

TO CONSIDER AND APPROVE CHANGE OF NOMINEE SHAREHOLDER OF MAHARASHTRA STATE GOVERNMENT – DIVISIONAL COMMISSIONER:

The chairman informed Board that Mr. Eknath Dawale Divisional Commissioner, Nashik Division was holding 50% stake in the paid up share capital of the company on behalf of State Government of Maharashtra as Nominee Shareholder.

Mr. Eknath Dawale Divisional Commissioner got transferred and Mr. Mahesh Zagade has taken charge as Divisional Commissioner of Nashik Division and as per Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016, it is necessary to take note of such change and approve change of Nominee Shareholder of State Government of Maharashtra for their 50% stake in the company.

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“RESOLVED THAT Twenty Five Thousand Equity Shares of Rs. 10/- each be and are hereby transferred from existing nominee shareholder of State Government Maharashtra in the following manner:

S. NO

NAME OF TRANSFEROR

SHARE CERT.

NUMBER

NAME OF TRANSFEREE

NUMBER OF

SHARES

DISTINCTIVE

NUMBER 01 Maharashtra State

Government Through its authorized representative / Nominee Mr. Eknath Dwale, Divisional Commissioner

7 Maharashtra State Government Through its authorized representative / Nominee Mr. Mahesh Zagade, Divisional Commissioner

25,000 25,001 to 50,000

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.”

ITEM NO. 13/4:

TO CONSIDER AND APPROVE TRANSFER OF SHARE OF LEADER OF HOUSE OF NASHIK MUNICIPAL CORPORATION (NMC):

The chairman informed board that as per Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016, Mr. Dinkar Patil, Leader of House nominated by NMC and proposed as Nominee shareholder of the company on behalf of NMC for one share.


“RESOLVED THAT One Equity Shares of Rs. 10/- each be and is hereby transferred from existing nominee shareholder of NMC in the following manner:

S. NO

NAME OF TRANSFEROR

SHARE CERT.

NUMBER

NAME OF TRANSFEREE

NUMBER OF

SHARES

DISTINCTIVE

NUMBER 01 NASHIK MUNICIPAL

CORPORATION Through its authorized representative / Nominee Mrs. Surekha Ramesh Bhosale, Leader of House

05 NASHIK MUNICIPAL CORPORATION Through its authorized representative / Nominee Mr. Dinkar Patil, Leader of House

1 24,999 to 24,999

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"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.

ITEM NO. 14/4:

TO CONSIDER AND APPROVE HUMAN RESOURCE POLICY FOR THE COMPANY:

The chairman informed board that with the appointment of KMP in NMSCDCL, there is a need to establish and prepare Human Resource (HR) Policy for employees of the company. The company has prepared the Draft Human Resource Policy for consideration and necessary action of the Board.

The board discussed about Draft HR Policy and suggested that the same may be shared with Establishment Department of Nashik Municipal Corporation and Advocate on Panel of NMC for their review and update. After finalization of HR Policy based on review the policy may be put up for approval of the board in the next meeting.

ITEM NO. 15/4:

TO CONSIDER AND APPROVE PROCUREMENT POLICY FOR THE COMPANY:

The chairman informed board that as per State Government Decision No. Smart C/ANS.2016/Ward No.58/Navi-23 dated 18th June, 2016, State Procurement policy will be applicable to NMSCDCL. Accordingly, the board has requested to take note of the same and consider, adopt and approve the same as Procurement Policy of the company.

The board suggested that NMSCDCL should make use of the Government e-Marketplace (GeM) for online procurement of common use Goods & Services. For this necessary training and registration process be undertaken by NMSCDCL.

Further the board suggested that as NMSCDCL is adopting state’s procurement policy it should ensure that any amendment in the said policy be also amended or updated accordingly.


“RESOLVED THAT State Procurement Policy be and is hereby considered, adopted and approved for NMSCDCL.”

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.”

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ITEM NO. 16/4:

TO TAKE NOTE, CONSIDER AND APPROVE PURCHASES OF COMPUTERS/LAPTOPS, PRINTERS ETC:

The chairman informed board that with the appointment of KMPs in NMSCDCL, there was a need to purchase computers/laptops, printers or other things etc. which are necessary for the smooth functioning of Office of NMSCDCL. In second meeting of Board of Directors of the company vide Item No. 22/1, the board has given authority to Mr. Abhishek Krishna, Director of the company in this regard.

Accordingly, the company has published advertisement on website of NMC for inviting quotations as per State Procurement Policy applicable to the company and after following due procedure the company has issued Purchases Order of Rs.2,63,930/- to vendor - Achiever System, Dhule. The board has requested to take note of the same and approve the expenditure for the same.


“RESOLVED THAT approval of the board of directors of the company be and is hereby accorded for the expenses of Rs. 2,63,930/- to purchase computers/laptops, printers or other things etc as per Purchase Order issued, which are necessary for the smooth functioning of Office of NMSCDCL as per State Procurement Policy.”

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.”

ITEM NO. 17/4:

TO APPROVE AND GIVE AUTHORITY TO CFO TO MAINTAIN PERMANENT ADVANCE IN THE FORM OF CASH OR DEBIT CARD OF RS. 10,000/- FOR OFFICE MISCELLANEOUS EXPENDITURE SUBJECT TO MAXIMUM RS. 2 LAKHS PER ANNUM:

The chairman informed board that for the smooth functioning of day to day working of Office of NMSCDCL it is necessary to keep permanent advance with CFO of NMSCDCL in the form of Cash or Debit Card of Rs. 10,000/- for office miscellaneous expenditure subject to maximum Rs. 2 lakhs per annum.


“RESOLVED THAT approval of the board of directors of the company be and is hereby accorded to keep and maintain permanent advance with CFO of NMSCDCL in the form of Cash or Debit Card of Rs. 10,000/- for office miscellaneous expenditure subject to maximum Rs. 2 lakhs per annum and such expenditure shall be subject to approval of CEO of the company.”

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"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company and / or Mr. U. B. Pawar, CEO be and are hereby authorized jointly or severally to do all the acts, deeds and things which are necessary to give effect to the aforesaid resolution.”

ITEM NO. 18/4:

TO TAKE NOTE OF LAWS APPLICABLE TO COMPANY AND GIVE AUTHORITY TO DIRECTOR FOR OBTAINING REGISTERATION CERTIFICATE THERE UNDER:

The chairman informed board that following are the laws which are need to be taken in to the consideration for the purpose of obtaining registration there under.

The Employees Provident Funds and Miscellaneous Provisions Act, 1952 The Maharashtra Shops and Establishment Act, 1948 After some discussion it was also informed that after obtaining Shop Act Registration Certificate it is also necessary to apply for obtaining GST Registration.


"RESOLVED THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to comply the aforesaid laws including GST Registration.”

ITEM NO. 19/4:

TO CONSIDER AND GIVE APPROVAL TO DECIDE THE CRITERIA AND PROCEDURE FOR APPOINTMENT OF PUBLIC FINANCE EXPERT:

The chairman informed board that to develop strategies for raising finances for the Smart City Proposals (SCP) projects and to develop financial models, instruments of accessing funds such as Municipal Bonds & loans etc. and to coordinate with different banking sectors and to develop strategies for expanding systems support from budget preparation to the budget execution phase, particularly in planning and procurement stages and to co-ordinate with Project Management Consultant (PMC) team on various projects such as Public–Private Partnership (PPP) and Corporate Social Responsibility (CSR).

Accordingly, the need of appointment of Public Finance Expert may be considered.


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"RESOLVED THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to finalize the criteria, remuneration and procedure for recruitment of Public Finance Expert and select the suitable candidate.”

ITEM NO. 20/4:

TO TAKE NOTE OF THE PROFORMA SUBMITTED TO THE STATE GOVERNMENT ON PRIORITIZATION OF PROJECTS:

The chairman informed board that as per the e-mail dated 19th July 2017, from Government of Maharashtra, a proforma already circulated was submitted to Under Secretary, UDD, GoM with details of the proposed projects and the tentative schedule for completion of the projects.


ITEM NO. 21/4:

TO CONSIDER AND APPROVE THE FINALIZED BIDDER FOR DEVELOPMENT OF NEHRU GARDEN AS PER TENDER PROCESS:

S. No.

Name of the project/Project component

Estimated cost (Rs. In Crores)

1 Development of Nehru Garden 1.20 The chairman informed board that as per decision in the second board meeting, the board has authorized the Commissioner, NMC to prepare plans, designs, estimates, and RFPs of said projects, with the help of NMC staff following the procedures, as followed in NMC. Accordingly, tenders were floated for this project as per the detailed cost estimates on 27.06.2017 which received two bids. Due to insufficient number of bids received the date of tender was extended to 12.07.2017 and then later to 24.07.2017. Even the third call received just two bids and finally the bid was opened. The Technical evaluation was completed, clarifications were sought from bidders in which both the bidders qualified and the financial tender was opened. Details of the two bidders are given in the table below:

S. No. Bidder Name Tendered Percentage

1 B T Kadlag Construction Pvt. Ltd. 30% above

2 Skylark Constructions Pvt. Ltd. 2.25% below

Further the Board discussed and decided that Skylark Constructions Pvt. Ltd. be considered and work order be given as tendered percentage is 2.25% below.


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"RESOLVED THAT Skylark Constructions Pvt. Ltd. be and is hereby considered, selected and approved as bidder and work order be given for the project-Development of Nehru Garden.”

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to aforesaid resolution considering any government resolution, notification and circular issued by the Finance Depart of Government of Maharashtra for taking cognizance of changes arising from implementation of GST.”

ITEM NO. 22/4:

TO CONSIDER AND APPROVE THE FINALIZED BIDDER FOR MAHATMA PHULE KALADAN RENOVATION AS PER TENDER PROCESS:

S. No.

Name of the project / Project component

Estimated cost (Rs. In crores)

1 Mahatma Phule Kaladalan renovation 3.20

The chairman informed board that as per decision in the second board meeting, the board has authorized the Commissioner, NMC to prepare plans, designs, estimates, and RFPs of said projects, with the help of NMC staff following the procedures, as followed in NMC. Accordingly, tenders were floated for this project as per the detailed cost estimates on 02.06.2017 to 27.06.2017, for which only one bid was received. The date was extended till 12.07.2017, which also received one bid. Subsequently the bid was extended for the third time till 25.07.2017, which received one bid. The bid was opened on 26.07.2017 and technical scrutiny undertaken. The financial bid was opened and the following bidder was selected:

S. No.

Bidder Name Tendered Percentage

1 R.K Sawant 10.08% below

Further the Board discussed and decided that R.K. Sawant be considered being only bidder and work order be given as tendered percentage is 10.08% below.


"RESOLVED THAT R.K. Sawant be and is hereby considered, selected and approved as bidder and work order be given for the project- Mahatma Phule Kaladalan renovation.”

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"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to aforesaid resolution considering any government resolution, notification and circular issued by the Finance Depart of Government of Maharashtra for taking cognizance of changes arising from implementation of GST.”

ITEM NO. 23/4:

TO CONSIDER AND APPROVE FINALIZED BIDDER FOR CONSTRUCTION OF ELECTRIC CREMATORIUM AS PER TENDER PROCESS:

S. No.

Name of the project/Project component Estimated cost including architect’s fee (Rs. In Crores)

1 Proposed Electrical Crematorium at Nashik Amardham

2.07

The chairman informed board that as per decision in the second board meeting board has authorized the Commissioner, NMC to prepare plans, designs, estimates, and RFPs of said projects, with the help of NMC staff following the procedures, as followed in NMC. Accordingly, tenders were floated for this project as per the detailed cost estimates on 02.06.2017, which received only a single bid. Subsequently the bid date was extended till 12.07.2017 which received three bids and all the three didn’t qualify. The tender was recalled and a revised tender was uploaded on 28.07.2017 and the submission of bids was dated on 21.08.2017. Subsequently, a corrigendum was released to pre-pone the submission of the bid on 07.08.2017. Technical & financial evaluation of the bids completed and the report of the same submitted for approval of the board.

The board discussed about the tender procedure followed while selecting the bidder and the board noted that a corrigendum was released to pre-pone the submission of the bids on 07.08.2017 as against submission of bids were dated on 21.08.2017. Accordingly board suggested that re-tendering needs to be undertaken and fresh bids be invited and the bid submission deadline should be set as 15 days from the date of publication of the bid.


"RESOLVED THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to re-tender and select and finalize the bidder for the project - Electrical Crematorium at Nashik Amardham.”

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ITEM NO. 24/4:

TO TAKE NOTE OF THE SUBMISSION OF PROPOSAL FOR THE SCHEME BY GOI- “PROMOTING INNOVATIVE SMART SOLUTIONS UNDER SCM”:

The chairman informed board that MoUD, GoI has launched a scheme for “Promoting Innovative Smart Solutions under SCM” with twin objective of providing a fillip to the development of innovative smart solutions that can impact the needs of cities under the Mission and making available a large body of pilot tested and proven solutions that can be adopted by cities as per their needs. In this regards, a proposal was submitted to MoUD, GoI as “Nashik Integrated Smart Health Approach- NISHA”.

The project is based on unique model where Tata Consultancy Services Foundation setup Digital Impact Square (DISQ), the Nashik Municipal Corporation and the Innovators mentored by DISQ come together to undertake these initiatives in the health sector envisaged to create a visible, meaningful and long-lasting impact on the government healthcare delivery sector. We have submitted the following projects under this project:

S. No.

Proposed projects Cost of the Project (Rs. In

Lakhs) 1 ‘Maatritva’- Regarding Maternal Health care 15.9 2 ‘Kidose’: Regarding Child Immunization 15.9 3 Raktkosh (Heroes)’: Regarding Blood Bank and

donor management 19.6

4 ‘TMEAD’: Regarding Tuberculosis Medication Adherence and Management

22.12

5 ‘Vaidyaroha’: Regarding presence management of medical staff

23.36

TOTAL COST 97.01 Sharing of proposed cost:

S. No.

Contributing Agency Contribution %

Amount (INR)

1 MoUD Share 60 58,20,822 2 Name of Industry Partner- DISQ(Digital

Impact Square- TCS Foundation)

40 38,80,548


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ITEM NO. 25/4:

TO CONSIDER AND APPROVE THE ROAD SELECTED FOR PILOT SMART ROAD:

The chairman informed board that as per Letter No. K-15016/34/2016-SC-I dated November 10, 2016, issued by MoUD, GoI which states smart cities to expedite the process of preparation of DPRs and tendering process for the project-“Development of all main roads under Area Based Development (ABD) as smart roads.”With regards to this, initial discussions were held between the officials of NMSCDCL and the experts- Street designer & transportation specialist. Following road was finalized for development as smart road:

Trimbak Naka to Ashok Stambh

Preliminary site visit has been conducted and preparation of DPR is under process. Representative of PMC gave presentation on the elements and features of the smart road. The board appreciated the road selected for development as smart road.


"RESOLVED THAT approval of the board of directors of the company be and is hereby accorded to develop road from Trimbak Naka (Modak Point) to Ashok Stambh under Area Based Development as Smart Road.”

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to aforesaid resolution.”

ITEM NO. 26/4:

TO TAKE NOTE OF THE MEETING HELD BETWEEN PRINCIPAL SECRETARY (DIT), NMSCDCL AND PMC AND DISCUSSION REGARDING PROGRESS OF FIELD STUDY AND DPR FOR ICT NETWORK &INFRASTRUCTURE BACKBONE AND INTEGRATED COMMAND & CONTROL CENTRE:

The chairman informed board that a meeting was held on 7th August 2017 under the chairmanship of Principal Secretary (DIT) regarding the review and way forward for the implementation of ICT (Integrated Command & Control Centre, Smart Elements, Smart Road, Integrated Traffic Management System) and network infrastructure (Fibre Optics, Data Centre and Disaster Recovery) for the Nashik Smart City project. Maha IT has deployed a team of four network infrastructure and architecture resources since July 20, 2017 at Nashik for study of ICT and network infrastructure. Principal Secretary (DIT) emphasized that as several ICT initiatives under the Smart city program require robust, scalable and secure information & communication technology (ICT) and electronics backhaul, the same should preferably owned by the Government and it was essential to treat ducts as public infrastructure. Such a backhaul will have an integrated and

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scalable architecture that will cater to the requirements of Wi-Fi, CCTV cameras, Integrated Traffic Management system, smart lighting, SCADA, integrated Solid waste management, Environmental sensors among other elements.

The Maha IT team was informed to undertake the survey and prepare the technical specifications within the next few days.

The subsequent review meeting was held on August 11, 2017 at Mantralaya, Mumbai to discuss the agenda - Meeting regarding review and way forward for the implementation of ICT and Network Infrastructure for the Nashik Smart City Project and the Maha IT technical team and KPMG team made a presentation regarding the progress of the project and following were the important points discussed-

It is proposed to divide the DPR and RFP in two major streams:

a. CCTV, Command & Control Centre and Optical Fiber backbone and Data Center b. Various Smart Elements and ICT initiatives under the Smart City Program

Principal Secretary (IT) proposed that the list of locations, bill of materials, location of CCC and other aspects of dot planning need to be finalized and appropriate sign-offs need to be sought from the concerned superior officials.

Discussions were held regarding LIDAR and 360 degree panoramic survey with the aim to ensure accuracy of details. Principal Secretary (IT) recommended to include the survey in the proposed planning and directed that the same shall be undertaken by the agency appointed by DIT positively by next week.

Considering the set of activities, the team had planned completion of the survey by 15th September and submission of draft Detailed Project Report (DPR) by 22nd September. Principal Secretary (IT) directed the team to expedite the two activities. The draft DPR will be prepared by Maha IT ICT team and will be initially reviewed by NMSCDCL.

Principal Secretary (IT) and other senior officials from Directorate of Information Technology have proposed a visit to Nashik on 17th or 18th September 2017 to deliberate the same.


“RESOLVED THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary regarding extending support to and sharing requesting details with Maha IT Corporation towards implementation of ICT backbone infrastructure project and

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finalizing quantities of smart elements, surveillance cameras and Command & Control Centre along with their associated locations under the Smart City Program.”

ITEM NO. 27/4:

TO TAKE NOTE OF THE SUBMISSION TO MINISTRY OF COMMERCE & INDUSTRY, GOI REGARDING LIST OF SMART CITY PROJECTS TO BE PUBLISHED ON THE WEB PORTAL TO ENABLE INVESTIBLE OPPORTUNITIES:

The chairman informed board that, Invest India, the National Investment Promotion and Facilitation Agency under the Ministry of Commerce and Industry, Government of India, is working on creating a web enabled platform to showcase pan India investible opportunities. In this regards, an email was sent to all the smart cities for seeking inputs on the smart city projects and the funding. The list of 50 smart projects envisaged under Smart City Proposal (SCP) was submitted to the team from Ministry of Commerce & Industry, GoI.


“RESOLVED THAT Mr. Abhishek Krishna, director of the Company be and is hereby authorized to do all the acts, deeds and things which are necessary regarding extending support to and sharing details as requested by Invest India, the National Investment Promotion and Facilitation Agency under the Ministry of Commerce and Industry, Government of India that is working towards soliciting investments opportunities from private sector for smart cities related initiatives.”

ITEM NO. 28/4:

ANY OTHER ITEM, IF ANY, WITH THE APPROVAL OF CHAIRMAN AND WITH THE CONCENT OF MAJORITY DIRECTORS OF THE COMPANY:

1. APPROVAL OF DRAFT FINANCIAL STATEMENTS AS ON 31ST MARCH 2017:

The chairman placed before the meeting the draft of financial statements for the financial year ended on 31st March 2017 for the approval of the board of directors of the company. The Chairman further informed that the copy of financial statements will be presented before the auditors of the company for their report thereon.


"RESOLVED THAT the draft of financial statements for the financial year ended on 31st March 2017 as placed before the meeting be and are hereby approved.”

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"RESOLVED FURTHER THAT pursuant to section 134(1) of thc Companies Act,2013, Mr. Sitaram Kunte, Chairman - Director and Mr. Abhishck Krishna Directoralong with Company Secretary and Chief Financial Officer of the company be andare hereby authorized to sign the financial statements before presenting to theAudltors of the company for their report thereon."

*RESOLVED FURTHER THAT Mr, Abhishek Krishna, director of the Company beand is hereby authorized to do all the acts, deeds and things which arenecessary to give effect to aforesaid resolution."

2. TO TAKE NOTE I\ND APPROVE REVISED COST OF DEVELOPMENT OF THEWORKING OFFICE PREMISES FOR NMSCDCL:

The Chairman gave reference of 3"JBoard Mr:r:t.ing approved devr:lopment ofvacant space for working office of NMSCDCL on the first floor of the NashikMunicipal Corporation Divisional office of West Division al approxirnate cost ofRs. 50 lakhs.

Further he informed that the cost for development of vacant space about 1800sqft out of 3600 sqft for working office of NMSCDCL estimated to Rs.52 Lakhs.


"RESOLVED THAT revised estimated costof vacant space about 1800 sqft out ofNMSCDCL in the office premise of NashikOffice, Old Pandit Colony, Sharanpur Rd.,noted and approved."

of Rs. 52 Lakhs for the development3600 sqft for working office of theMunicipal Corporation West DivisionNashik be and is hereby considered,

"RESOLVED FURTHER THAT Mr. Abhishek Krishna, director of the company beand is hereby authorized to do all the acts, deeds and things which arenecessary to tender process and select and finalize the bidder for thedevelopment working office of the NMSCDCL."

VOTE OF THANKS:

There being no other business to transact the meeting was concluded with voteof thanks to chair.

'MpCHAI RMAN

l4r ltTMR. SITARAM KUNTE

Date: 'e l/o S )>o t7

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Documents

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