AGM NOTICE-2014

 

AGM NOTICE

NOTICE is hereby given that the Seventeenth Annual General Meeting of the Members of ADISHWARINDIA LIMITED will be held on Tuesday, the 30th September, 2014at 10.00 a.m. at the registered office of the company at No. 146, 11th C Cross, 1st Main, 11 Stage, West of Chord Road, Bangalore-560086 to transact the following business:

 

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, Profit and Loss Account for the year ended on that date and the Reports of Board of Directors' and Auditors' thereon for the purpose, to pass The following resolution will be proposed as an Ordinary Resolution:

“RESOLVED that the Profit and Loss Account for the year ended 31st March 2014, Balance Sheet as at that date together with schedules attached thereto and the Report of Directors and Auditors thereon, as laid before the Members at this meeting be and are hereby approved and adopted”.

  1. To Appoint a Director in place of Mr. Premraj Jain (DIN: 02227248), who retires by rotation and being eligible, offers himself for re-appointment for the purpose, to pass The following resolution will be proposed as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 152 of the Companies Act, 2013,  Mr. Premraj Jain(DIN: 02227248), whose period of office is liable to determination by retirement of directors by rotation and who has offered himself for re-appointment be and is hereby re-appointed as director of the Company”.

  1. To Appoint a Director in place of Mr. Joit Kumar Jain (DIN: 01526858), who retires by rotation and being eligible, offers himself for re-appointment for the purpose, to pass The following resolution will be proposed as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 152 of the Companies Act, 2013,  Mr. Joit Kumar Jain (DIN: 01526858), whose period of office is liable to determination by retirement of directors by rotation and who has offered himself for re-appointment be and is hereby re-appointed as director of the Company”.

  1. To appoint Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Twentieth  Annual General Meeting of the Company and to fix their remuneration and for the purpose, to pass The following resolution will be proposed as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, Mr. Kamlesh Kumar Jain, Proprietor of                       M/s. Kamlesh Bohra & Co.,  (Membership  No. 206776) Chartered Accountants, Bangalore the retiring Auditors, be and are hereby re-appointed as the Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Twentieth Annual General Meeting of the Company to be held in the calendar year 2017 subject to ratification by the members at every AGM hereafter, and that the Board of Directors of the Company and the audit committee of the Company be and are hereby authorized to fix their remuneration in consultation with the Auditor for the said period and reimbursement of actual out of pocket expenses, as may be incurred in the performance of their duties.”

                                                                                         

SPECIAL BUSINESS:

 

5. To appoint Mr. Ravindra Kudpi (DIN: 01461953 ) as an Independent Director and in this regard to consider and if thought fit, to pass the following resolution, which will be proposed as an Ordinary Resolution:

 

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013(“the Act”) and the Companies (Appointment and Qualification of Directors) Rules,  2014,  Mr. Ravindra Kudpi (DIN: 01461953),  who was earlier appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Ravindra Kudpi (DIN: 01461953  )as a candidate for the office of director of the Company , be and is hereby appointed as an Independent Director of the Company to hold office from 01st October 2014  up to 30th September, 2019, whose period of office shall not be liable to retire by rotation."

 

“RESOLVED FURTHER THAT the Board of Directors the Company be and are hereby authorized to do all such acts, deeds and things as may be expedient and necessary to give effect to the above resolution.”

 

6. To appoint Mr. Vikram Jain (DIN: 06931371) as an Independent Director and in this regard to consider and if thought fit with or without modification, to pass the following resolution, which will be proposed as an Ordinary Resolution:

 

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,  2014,  Mr. Vikram Jain (DIN: 06931371),  and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Vikram Jain (DIN: 06931371) as a candidate for the office of director of the Company , be and is hereby appointed as an Independent Director of the Company to hold office from 01st October 2014  up to 30th September, 2019,  whose period of office shall not be liable to retire by rotation."

 

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be expedient and necessary to give effect to the above resolution.”

 

7. To appoint PSRA &ASSOCIATES  as a Secretariat Auditor of the Company and in this regard to consider and if thought fit with or without modification, to pass the following resolution, which will be proposed as an Ordinary Resolution:

 

“RESOLVED THAT pursuant to the provisions of Sections 204 of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] PSRA & ASSOCIATES Practicing Company Secretaries firm for conducting the Secretariat Audit as required by the act and that the Board of Directors of the Company and the audit committee of the Company be and are hereby authorized to fix their remuneration in consultation with the auditor for the services rendered by the Secretariat Auditors of the Company.”

 

                                                                                                                                                                                        By Order of the Board of Directors

                                                                                                                                       For Adishwar India Limited

 

Place: Bangalore                                                                                                                          SD/- Geetha Mani. J

Date: 06th September, 2014                                                                                                      Company Secretary

 

NOTES:

 

  1.     A MEMBER IS ENTITLED TO ATTEND THE MEETING AND VOTE THERE AT MAY APPOINT A PROXY TO ATTEND AND VOTE ON HIS BEHALF ONLY ON A POLL. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 

2.   The instrument of proxy form in order to be effective, should be deposited at the Registered Office of the

       Company, duly completed and signed, not less than 48 hours before the commencement of the meeting.

       A proxy form is enclosed herewith.

      3.    The Statutory Registers under the Companies Act, 2013 is available for inspection at the registered office

of the Company during business hours between 10.00 a.m. to 6.00 p.m except on holidays.

      4.   The Shares of the Company have been admitted for dematerialization with National Securities

 Depository Limited with effect from 02/04/2008.  Members of the Company desirous of getting their                                                                

 Shares dematerialized can approach a depository participant registered with National Depository

 Services Limited.  The ISIN is INE267J01018

      5.    Members are requested to bring their attendance slip along with their copy of the Annual Report to

             the meeting, as copies of the Annual Report will not be distributed at the meeting.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Item Nos 4 to 7 of the Notice set above, is annexed hereto.

Item No.4.

This explanatory statement is provided though strictly not required as per Section 102 of the Companies Act, 2013 for this agenda item. But the Board of Directors hereby inform that Mr. Kamlesh Kumar Jain, Proprietor of                         M/s. Kamlesh Bohra & Co.,  (Membership  No  . 206776) Chartered Accountants, Bangalore, was  appointed as the statutory auditors of the Company for the financial year 2013-14 at the Annual General Meeting (AGM)of the Company held on  30th September, 2013. Mr. Kamlesh Kumar Jain has completed over ten consecutive years as Statutory Auditors of the Company.

As per the provisions of section 139 of the Act, read along with rules framed there under, prescribed class of Public companies, can appoint or re-appoint an audit firm or firms under the same network, as auditor for more than two terms of five consecutive years. The period for which the individual or the firm has held office as auditor prior to the commencement of the Act i.e.,  Prior to 1st April 2014, shall be taken into account for calculating the period of five consecutive years or ten consecutive years, as the case may be. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In terms of the provisions of Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Mr. Kamlesh Kumar Jain, is eligible for being reappointed as the auditors of the Company for a term of three years. Accordingly, based on the recommendation  of the Audit Committee, the Board of Directors has, at its meeting held on 06th September, 2014, proposed  the appointment of  M/s. Kamlesh Bohra & Co.,  (Membership  No  . 206776) Chartered Accountants, Bangalore as the statutory auditors of the Company for a period of three years to hold office from the conclusion of this Annual General Meeting until the conclusion of the  Twentieth Annual General Meeting of the Company to be held in the calendar year 2017 (subject to ratification of their appointment at every Annual General Meeting).

The Board commends the Resolution at Item No. 4 of the accompanying Notice, for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or their relatives are in any way concerned or interested in the said resolution.

 

 

 

Item Nos. 5:

The Company, pursuant to the provisions of the Companies Act, 2013 and the rules made there under                   Mr. Ravindra Kudpi(DIN: 01461953) as an Independent Director, in compliance with the requirements of the act. Pursuant to the provisions of Section 149 of the Companies Act,2013 “the Act” which came in to effect from April 1, 2014, every prescribed class of Public Companies are required to have at least two directors as independent directors, who are not liable to retire by rotation.

 

The Board has recommended the appointment of Mr. Ravindra Kudpi (DIN: 01461953)as an Independent Director for a term of five years from the date of this Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company to be held in the calendar year 2019.

Mr. Ravindra Kudpi (DIN: 01461953)is a graduate and having vast experience in retail industry, who was also a non-executive director and Independent director and Audit and Remuneration Committee Member of the Company, and meets the criteria of independence as provided under section 149(6) of the Act and (ii) is not disqualified from becoming a director under the Companies Act, 2013. He has also consented to the proposed appointment as independent director. The Board has perused the declarations and, in the opinion of the Board, Mr. Ravindra Kudpi(DIN: 01461953)fulfills the conditions specified in the Act and the Rules framed there under and also his appointment  (effective from October 1, 2014) for appointment as Independent Director of the company.

The Company has received a notice together with the requisite deposits of 1,00,000/-(Rupees One Lakh only)  pursuant to the provisions of Section 160 of the Act from Members signifying intention to propose the candidature of Mr. Ravindra Kudpi(DIN: 01461953)  as an Independent Director of the Company

The Board commends the Resolution at Item No. 4 of the accompanying Notice, for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or their relatives are in any way concerned or interested in the said resolution.

Item Nos. 6:

The Company, pursuant to the provisions of the Companies Act, 2013 and the rules made there under                   Mr. Vikram Jain(DIN: 06931371) as an Independent Director, in compliance with the requirements of the act. Pursuant to the provisions of Section 149 of the Companies Act, 2013 “the Act” which came in to effect from April 1, 2014, every prescribed class of Public Companies is required to have at least two directors as independent directors, who are not liable to retire by rotation.

The Board has recommended the appointment of Mr. Vikram Jain (DIN: 06931371)as an Independent Director for a term of five years from the date of this Annual General Meeting till the conclusion of the Twenty Second Annual General Meeting of the Company to be held in the calendar year 2019.

Mr. Vikram Jain(DIN: 06931371) is a graduate and having vast experience in retail industry, and meet the criteria of independence as provided  under section 149(6) of the Act and is not disqualified from becoming a director under the Companies Act, 2013. He has also consented to the proposed appointment as independent director. The Board has perused the declarations and, in the opinion of the Board, each of these directors fulfills the conditions specified in the Act and the Rules framed there under and also his appointment (effective from October 1, 2014) for appointment as Independent Director and he is independent of the management.

The Company has received a notice together with the requisite deposits of 1,00,000/-(Rupees One Lakh only) pursuant to the provisions of Section 160 of the Act from Members signifying intention to propose the candidature of Mr. Vikram Jain (DIN: 06931371) as Independent Director of the Company

The Board commends the Resolution at Item No. 6 of the accompanying Notice, for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or their relatives are in any way concerned or interested in the said resolution.

Item No. 7

The Company, pursuant to the provisions of Section 204 the Companies Act, 2013 and the Rule 9 of the   Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014which came into effect from 01.04.2014 prescribes that the Public company having a turnover of 250 crore rupees or more needs to conduct a Secretariat Audit with a Practising Company Secretary.

 

In view of the above provisions Board is proposing to appoint PSRA & ASSOCIATES a Practising Company Secretaries Firm, which is eligible and is hereby given the consent to act as a Secretariat Auditor of the company in compliance with the requirements of the act.

 

The Board commends the Resolution at Item No. 7 of the accompanying Notice, for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or their relatives are in any way concerned or interested in the said resolution.

 

 

By order of the Board

For Adishwar India Limited

 

 

 

Geetha Mani

Company Secretary

ACS  No. 20248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORM OF PROXY

SEVENTEENTH GENERAL MEETING 30TH SEPTEMBER, 2014 AT 10.00 A.M.

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. ________________ of __________________ having e-mail id ____________________ or failing him

2. ________________ of __________________ having e-mail id ____________________ or failing him

3.________________ of __________________ having e-mail id _____________________ or failing him

 

As my/our proxy to attend and vote(on a poll) for me/us and on /my behalf at the Annual General Meetingof the Company to be held on Tuesday the 30thSeptember, 2014 at 10.00. A.M. at the Registered Office of the Company at No. 146, 11th C Cross, 1st Main, 2nd Stage, West of Chord Road, Bangalore-86 and at any adjournment thereof in respect of such resolutions as are indicated below :

 

 

Resolution No.

Resolutions

Optional

 

 

For

Against

1

To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, Profit and Loss Account for the year ended on that date and the Reports of Board of Directors' and Auditors' thereon

 

 

2

To Appoint a Director in place of Mr. Premraj Jain (DIN: 02227248), who retires by rotation and being eligible, offers himself for re-appointment.

 

 

3

To Appoint a Director in place of Mr. Joit Kumar Jain (DIN: 01526858), who retires by rotation and being eligible, offers himself for re-appointment.

 

 

4

To appoint Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Twentieth  Annual General Meeting of the Company and to fix their remuneration

 

 

5

To appoint Mr. Ravindra Kudpi (DIN: 01461953 ) as an Independent Director

 

 

6

To appoint Mr. Vikram Jain (DIN: 06931371) as an Independent Director

 

 

7

To appoint PSRA & ASSOCIATES  as a Secretariat Auditor of the Company

 

 

 

 

Affix     Revenue  Stamp

Signed this ______________________ day of _________________________ 2014.

 

Signature of Shareholder: ____________________________________________          

Signature of Proxy holder(s): __________________________________________         

 

 

Note:

 

1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, notLess than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and notes please refer to the Notice of the extra ordinary General Meeting.

3. It is optional to put an "X" in the appropriate column against the Resolution indicated in the Box. If you leave the 'For' or 'against'Column blank against the Resolutions, your Proxy will be entitled to vote in the manner as He/She thinks appropriate.

4. Please complete all details including details of member(s) in above box before submission

 

ATTENDANCE SLIP

17TH ANNUAL GENERAL MEETING 30TH SEPTEMEBR, 2014 AT 10.00 A.M.

DP ID

 

Name & Address of the Registered Shareholder

Client Id/Regd Folio No.

 

 

No. of Shares Held

 

 

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record my presence at the Extra Ordinary General Meeting of the Company at  . 146, 11th C Cross, 1st Main, 2nd Stage, West of Chord Road,  Bangalore-86 on 30TH September, 2014 at 10.00 A.M.

 

……………………… ……………………

Member’s Signature Proxy's Signature

Note: Please complete this and hand it over at the entrance of the hall.