AGM NOTICE 2015

NOTICE FOR 18TH ANNUAL GENERAL MEETING

Date: 30.09.2015

Dear Members/Directors/Auditor,

You are cordially invited to attend the 18th Annual General Meeting of the members of Adishwar India Limited to be held on Wednesday of 30th September, 2015 at   4.00 p.m. at the Registered Office of the Company at NO. 146, 11th C Cross, 1st Main, 11 Stage, West of Chord Road, Bangalore-560086.

The Notice of the meeting, containing the business to be transacted, is enclosed herewith. 

Thanking You,

For and on behalf of the Board

ADISHWAR INDIA LIMITED

GEETHA MANI.J

COMPANY SECRETARY

Place: Bangalore

Date: 06.09.2015

AGM NOTICE

NOTICE is hereby given that the Eighteenth Annual General Meeting of the Members of ADISHWARINDIA LIMITED will be held on Wednesday of 30th September, 2015 at   4.00 p.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:

Item No. 1 Adoption of Financial Statements:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2015, 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 2015, 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”.

2. To Appoint a Director in place of Mr. Joit Kumar Bhomchand 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 Bhomchand Jain (DIN: 01526858), whose period of office is liable to determination by retirement of directors by rotation and who has offered himself forre-appointment be and is hereby re-appointed as director of the Company”.

3. To Appoint a Director in place of Ms. Kanchan Devi  (DIN: 02063134), who retires by rotation and being eligible, offers herself 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,  Ms. Kanchan Devi  (DIN: 02063134), whose period of office is liable to determination by retirement of directors by rotation and who has offered herself for re-appointment be and is hereby re-appointed as director of the Company”.

4.To Appoint a Director in place of Ms. Manjula Devi (DIN: 02486120), who retires by rotation and being eligible, offers herself 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,  Ms. Manjula Devi (DIN: 02486120), whose period of office is liable to determination by retirement of directors by rotation and who has offered herself for re-appointment be and is hereby re-appointed as director of the Company”.

5. To ratify the appointment of Auditors of the Company and to fix their remuneration and for the purpose and to pass the following resolution as an Ordinary Resolution thereof:

“RESOLVED that pursuant to the provisions of Section 139,142 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, Pursuant to the recommendations made by the audit committee of the Board of Directors, and pursuant to resolution passed by the members at the AGM held on 30th September, 2014  the appointment of  Mr. Kamlesh Kumar Jain, Proprietor of  M/s. Kamlesh Bohra & Co.,  (Membership  No. 206776) Chartered Accountants, Bangalore are the Statutory Auditors, 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 be and is hereby ratified that the board of directors  be and is hereby authorized to fix their remuneration payable to them for the financial year ending 31.03.2016 as may be determined by the Audit Committee in consultation with the Auditors and reimbursement of actual out of pocket expenses, as may be incurred in the performance of their duties.”                                                                                                                                                                       By Order of the Board of Directors

For Adishwar India Limited

Place: Bangalore                                                                             SD/- Geetha Mani. J

Date: 06th September, 2015                                                      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.          During the period beginning 24 hours before the time fixed for the

             commencement of the meeting and ending with the conclusion of the

             meeting a member would be entitled to inspect the proxies lodged at any 

             time during the business hours of the company, provided that not less than  

             three days of notice in writing is given to the company.

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.  

Additional Information on Directors recommended for appointment/re-appointment:

Mr. Joit Kumar Bhomchand Jain:

1. Mr. Joit Kumar Bhomchand Jain (DIN: 01526858) director of the company, he is efficient person in understanding the critical issues which are affecting the company and he can deal with the issues with the changing environment and his promptness in board discussions and strategic issues. 

Mr. Joit Kumar Bhomchand Jain (DIN: 01526858) as non-executive director of the company was appointed on 01/10/2009. He is regular in all Board meetings he shows interest and willingness to spend time and effort learning about the company and its business, he participates in board meetings and gives his contribution on the development strategy and risk management of the company.   He observes the latest developments in areas such as the corporate governance framework and financial reporting and in the industry and market conditions, he will communicate with other board members, senior management and others and present his views convincingly, diplomatically and he listens to the views of others.

Member of the Board Committees:

Nomination and Remuneration committee.

He is also a Director in other companies:

Cenzer Industries Limited

Cenzer Infrastructure Private Limited

2. Ms. Kanchan Devi:

Ms. Kanchan Devi Promoter director of the company, she is efficient person in understanding the critical issues which are affecting the company and she can deal with the issues efficiently. 

Ms. Kanchan Devi being a promoter director, now she is as a non-executive director of the company. She is regular in all Board meetings she shows her interest and willingness to spend time and effort learning about the company and its business, she participates in all board meetings and gives her contribution on the development strategy and risk management of the company.

3. Ms. Manjula Devi:

Ms. Manjula Devi Promoter group director of the company, she is efficient person in understanding the critical issues which are affecting the company and she can deal with the issues efficiently. 

Ms. Manjula Devi being a director, now she is  as a non-executive director of the company. She is regular in all Board meetings she shows her interest and willingness to spend time and effort learning about the company and its business, she participates in all board meetings and gives her contribution on the development strategy and risk management of the company.  

By order of the Board

For Adishwar India Limited

Geetha Mani

Company Secretary

ACS  No. 20248

                                                                      

FORM OF PROXY

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of

Companies (Management and Administration) Rules, 2014]

EIGHTEENTH ANNUAL GENERAL MEETING 30TH SEPTEMBER, 2015 AT 04.00 P.M.

Venue of the Meeting: Company at NO. 146, 11th C Cross, 1st Main, 11 Stage, West of Chord Road, Bangalore-560086 to transact the following business:

Date and Time Wednesday of 30th September, 2015 at   4.00 p.m

Name of the Member(s)

Registered Address

DP Id*

E-mail ID

Folio No./Client ID*

DP ID:

No of Shares held

* Applicable for investors holding shares in Electronic form

I/ We, being the member(s) of __________________ Adishwar India Limited hereby appoints the following as my/our Proxy to attend vote (for me/us and on my/our behalf at the 18th Annual General Meeting of the Company to be held on Wednesday of 30th September, 2015 at   4.00 p.m and at any adjournment thereof) in respect of such resolutions as are indicated below 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

** I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

Resolution No.

Resolutions

Optional

For

Against

1

Adoption of audited Financial Statements (including consolidated financial statements) for the financial year ended March 31, 2015 and reports of the Board of Directors and the Auditors thereon

2

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

3

To Appoint a Director in place of Ms. Kanchan Devi  (DIN: 02063134), who retires by rotation and being eligible, offers herself for re-appointment.

4

To Appoint a Director in place of Ms. Manjula Devi (DIN: 02486120), who retires by rotation and being eligible, offers herself for re-appointment .

5

To Ratify the appointment of Auditors of the Company and to fix their remuneration and for the purpose and to pass the following resolution as an Ordinary Resolution thereof.

Affix     Revenue  Stamp

Signed this ______________________ day of _________________________ 2015.

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, not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and notes please refer to the Notice of the Annual 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

18TH ANNUAL GENERAL MEETING 30TH SEPTEMEBR, 2015 AT 04.00 P.M.

DP ID

Name  of the Shareholder

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 Annual General Meeting of the Company at  . 146, 11th C Cross, 1st Main, 2nd Stage, West of Chord Road,  Bangalore-86 on 30TH September, 2015 at 04.00 A.M.

……………………… ……………………

Member’s Signature Proxy's Signature

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