AGM NOTICE 2017

NOTICE FOR 20TH ANNUAL GENERAL MEETING

Date: 28.09.2017

Dear Members/Directors/Auditors,                                         

You are cordially invited to attend the 20thAnnual General Meeting of the members of Adishwar India Limited to be held on Thursday the 28thSeptember, 2017 at   10.00 at a Shorter Notice 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

Sd/-

GEETHA MANI.J

COMPANY SECRETARY

Place: Bangalore

Date: 18.09.2017

AGM NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of ADISHWARINDIA LIMITED will be held on Thursday of 28th September, 2017 at   10.00 a.m. at  a shorter notice 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 Financial Statements for the year ended as at 31st March 2017, 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 2017, 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. Vikram Jain (DIN: 06931371), 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. Vikram Jain (DIN: 06931371), 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”.

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 the Auditors of the Company to hold the office from the conclusion of the Twentieth Annual General Meeting until conclusion of Twenty Fifth Annual General Meeting and to fix their remuneration.

“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, (including Statutory Modification(s) or re-enactment thereof, for the time being inforce), and pursuant to the recommendations made by the Audit Committee and the Board of Directors,  appointment of  M/s. Akshay Mehta & Co Chartered Accountants having Membership No. 226884, be and are hereby appointed as the Statutory Auditors of the Company in place of M/s.  Kamesh Bohra & Co., (Member Ship NO. 206676), Chartered Accountants, Bangalore, the retiring Statutory Auditors, for a period of five years, to hold office from the conclusion of the Twenty Fifth Annual General Meeting of the company to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors and the Auditors from time to time”.

“RESOLVED FURTHER THAT The Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient to give effect to this resolution”.

           By Order of the Board of Directors

                                                             For Adishwar India Limited

Place: Bangalore                                                      SD/- Geetha Mani. J

Date: 18thSeptember, 2017                                     Company Secretary

NOTES:

  1.     A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE MEETING, 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.

4.       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.

5.       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

6.       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.  

As per the Secretarial Standard the Additional Information on Directors recommended for appointment/re-appointment:

1. Mr. Vikram Jain:

Mr. Vikram Jain is a director of the company, he has good knowledge in Retail Industry and he is efficient person in understanding the critical issues which are affecting the company and he can deal with the issues efficiently. 

Mr. Vikram Jain being a director, he is a non-executive director of the company.        Mr. Vikram Jain (DIN: 06931371) as Director liable to retire by rotation. He contributes his valuable inputs in all meetings and gives his contribution on the development strategy and risk management of the company.  

1. 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.

Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013.

Item No. 4.

Presently M/s. Kamlesh Bohra and Co are the Statutory Auditors of the Company, pursuant to the provisions of the Companies Act, 2013. M/s. Kamlesh Bohra were appointed as the auditors for a period of three years i.e. from the conclusion Seventeenth Annual General Meeting until conclusion of Twentieth Annual General Meeting of the Company to be held in the calendar year 2017, pursuant to the provisions of the Companies act, 2013, “the Act” and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors in the meeting held on 18th September, on the recommendations of the Audit Committee, recommended appointment of M/s. Akshay Mehta & Co Chartered Accountants having Membership No. 226884, as the Statutory Auditors, for a period of Five years to hold office from the conclusion of this Annual General Meeting till the Conclusion of Twenty Fifth Annual General Meeting of the Company, to be held in the year 2022, subject to approval of shareholders and ratification of their appointment by the Members at every Annual General meeting,  and at such remuneration as may be mutually agreed between the Board of Directors and the Auditors from time to time.

Consent of the Auditors and Certificate u/s 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution as setout in item No.4 of this Notice for your approval.

By order of the Board

For Adishwar India Limited

Sd/-                                                 

Geetha Mani. J

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]

TWENTIETH ANNUAL GENERAL MEETING 28th SEPTEMBER, 2017 AT 10.00 A.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 Thursday of 28th September, 2017 at   10.00 a.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 20thAnnual General Meeting of the Company to be held on Thursday of 28th September, 2017 at 10.00 a.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 for the financial year ended March 31, 2017 and reports of the Board of Directors and the Auditors thereon

2

To Appoint a Director in place of Mr. Vikram Jain  (DIN: 06931371), who retires by rotation.

3

 To Appoint a Director in place of Ms. Kanchan Devi (DIN: 02063134), who retires by rotation.

4

Appointment of  M/s. Akshay Mehta & Co Chartered Accountants as Statutory Auditors of the Company.

Affix     Revenue  Stamp

Signed this ______________________ day of _________________________ 2017.

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

   20th ANNUAL GENERAL MEETING 28TH SEPTEMEBR, 2017 AT 10.00 A.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 28th September, 2017 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.