EGM NOTICE 1-2016-17

                                                           

NOTICE OF EGM

Notice is hereby given that 01/2016-17 Extra-Ordinary General Meeting of the Members of Adishwar India Limited at the Registered Office of the Company at No. 146, 11th C Cross, 1st  Main, 2nd Stage, West of Chord Road, Near Mahalakshmipuram Police Station, Bangalore-560086, on Monday the30th  May, 2016 at 10.00 a.m.

ITEM NO.1 SPECIAL BUSINESS:

To Consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution for approval of payment of Remuneration to Mr. Paras Jain (DIN: 02063077) Managing Director of the company:

“RESOLVED THAT pursuant to the provisions of Section 196,197, 203 and all other applicable provisions  if any of the Companies Act, 2013 (including any statutory modification from time to time or any re-enactment thereof for the time being in force) (the “Act”) read with Schedule V to the said Act, and applicable provisions of Sections 198, 269, 309 and any other applicable provisions of the Companies Act, 1956 read with  Schedule XIII to the Companies Act, 1956 for such part of the period where relevant Sections and Schedule were in force, consent of the members of the Company be and is hereby accorded for payment ofremunerationof6,00,000/- per month  payable, toMr. Paras Jain (DIN : 02063077), as  Managing Director of the Company with effect from 01.07.2016 for the remaining of term appointment upto 30.06.2018”.

                              

“RESOLVED FURTHER THAT Nomination and Remuneration Committee of the Board of Directors be and is hereby recommended for payment of remuneration to Mr. Paras Jain (DIN: 02063077) Managing Director of the company, of Rs. 6,00,000/- p.m (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month), Leave accrual and encashment and Gratuity will be as per rules of the company policy, for the remaining term as mentioned above, further such remuneration is within the schedule V and relevant provisions of the Companies Act, 2013”

                                                          

“RESOLVED FURTHER THAT in any financial year during the tenure of the Managing Director, if the Company does not earn any profitsor earns inadequate profits as contemplated under the provisions of Schedule V to the Companies Act, 2013, the Company may pay to theManaging Director, the above remuneration payable as the minimum remuneration by way ofsalary and Leave accrual and encashment and Gratuity as per the company’s policy”.

“FURTHER RESOLVED THAT THE Board of Directors of the company be and is hereby authorised to do all such acts, matters, deeds and things as may be necessary and incidental to give effect to the resolution”

ITEM NO.2 SPECIAL BUSINESS:

To Consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution for approval of payment of Remuneration to Mr. Nirmal Jain (Din: 1635340)  Whole time Director of the company:

“RESOLVED THAT pursuant to the provisions of Section 196,197, 203 and all other applicable  provisions  if any of the Companies Act, 2013 (including any statutory modification from time to time or any re-enactment thereof for the time being in force) (the “Act”) read with Schedule V to the said Act, and applicable provisions of Sections 198, 269, 309 and any other applicable provisions of the Companies Act, 1956 read with  Schedule XIII to the Companies Act, 1956 for such part of the period where relevant Sections and Schedule were in force,  consent of the members of the Company be and is hereby accorded for payment of remuneration of 6,00,000/- per month  payable, to Mr. Nirmal Jain (DIN 01635340), as  Whole Time  Director of the Company with effect from 01.07.2016 for the remaining of term appointment upto 30.06.2018”.

           

“RESOLVED FURTHER THAT Nomination and Remuneration Committee of the Board of Directors be and is hereby recommended for payment of remuneration to Mr. Nirmal Jain (DIN: 01635340) Whole Time Director of the company, of Rs. 6,00,000/- p.m (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month), Leave accrual and encashment and Gratuity will be as per rules of the company policy, for the remaining term as mentioned above, further such remuneration is within the schedule V and relevant provisions of the Companies Act, 2013”

                                                          

“RESOLVED FURTHER THAT in any financial year during the tenure of the Whole Time Director, if the Company does not earn any profits or earns inadequate profits as contemplated under the provisions of Schedule V to the Companies Act, 2013, the Company may pay to the g Director, the above remuneration payable as the minimum remuneration by way of salary and Leave accrual and encashment and Gratuity as per the company’s policy”.

“FURTHER RESOLVED THAT THE Board of Directors of the company be and is hereby authorised to do all such acts, matters, deeds and things as may be necessary and incidental to give effect to the resolution”

ITEM NO.3 SPECIAL BUSINESS: 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.”

Date: 02.05.2016

Place: Bangalore                                                                                 By order of the Board

                                                                                                              

                                                                                                               Sd/- Geetha Mani. J

                                                                                                               Company Secretary

                       NOTES:

1.  A MEMBER IS ENTITLED TO ATTEND THE MEETING AND VOTE THERE AT 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 withNational Securities Depository Limited with effect from 02/04/2008.Members of the Company desirous of getting their Shares dematerializedcan approach a depository participant registered with National DepositoryServices Limited, the ISIN of the Company is INE267J01018.

5. Members are requested to bring their attendance slip to the meeting.Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013

Item No. 1 and 2:

Mr. Paras Jain and Mr. Nirmal Jainare the Promoters and founders of Adishwar India Limited. AIL considered as a pioneer of modern retail in India. AIL is organized retail with the opening of Stores in manyformats of Exclusive and Multi Brand. His efforts brought the evolution of the Group in the areas ofRetail, Brands, Space, Capital, and Logistics.

The operations of the Company have increased in many folds.  The steady growth of the Company from 1997 till date is all because of the hard work, dedication of the promoters of the Company. The Company has established its presence in Karnataka and Telangana by opening its sales outlets.  The Company has achieved a turnover of Rs.381.36 Crores for the FY 2014-15.

                                                          

Having regard to the continuous substantial increase in the volume of business from past several years, they are striving hard to bring your Company to this level.During last few months of this year, there has been a shift in the sentiments of the customers where in, their priority for purchasing has shifted to the requirements of their younger generation & kids who require products like Notebooks (Laptops), Smart Phones, Tablets and many more gadgets. The customers’ spending in these categories has impacted the business in our industry.

They are chalking out new strategies and are planning to bring the product categories like Smart Phones, Notebooks (Laptops), Tablets and other gadgets. We are working hard on the ways of increasing the footfalls in our stores and are planning to increase the turnover in this financial year 2016-17.

Payment of remuneration to Mr. Paras Jain as a Managing Directorand Nirmal Jain as a Whole time Director of the companywas approved by the Board based on industry standards, responsibilities handled by the both the persons  in the Company. However, due to inadequacy of profits, the managerial remuneration paid/payable needs to be approved for the remaining term of appointment from01.07.2016 to 30.06.2018for the same remuneration which was approved on 15.02.2013.

The Nomination and Remuneration Committee, in its meeting held on May 02, 2016 recommended and the Board of Directors, in its meeting held on May 02, 2016, approved the payment of remunerationsame remuneration which was approved on 15.02.2013 on of Rs. 6,00,000/- per month (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month), toeach of them  with effect from 1stJuly, 2016, for the remaining  term  of appointment upto 30.06.2018” subject to the approval of the shareholders in the General Meeting. 

Remuneration was approved by the shareholders on 15.02.2013 for Paras Jain (DIN: 02063077) and Nirmal Jain (DIN: 01635340)  will expire by 30.06.2016, Due to working capital deficiency, the Remuneration committee has recommended for payment of  same remuneration whichwas approved by the shareholders on 15.02.2013.

                                                                            

The Remuneration Committee of the company, at their meeting held on 02.05.2016 recommended for the same remuneration of Mr. Paras Jain, Managing Director and Mr. Nirmal Jain, Whole Time Director. The Board of Directors at their Meeting held on same day, have proposed the payment of same remuneration of the above directors from the period from 01st July 2016 to 30th June 2018.

The Information as required under Section IIPart II(A) of Schedule V of the Companies Act, 2013.

Since the appointment and payment of remuneration to Mr. Paras Jain as a Managing Director and           Mr. Nirmal Jain as whole time director is falling under the purview of Section II Part II(A) of Schedule V of the Companies Act, 2013 which requires disclosure of additional information to be given to the shareholders about the Company and the appointee Directors as hereunder

I.General Information as required under schedule V of the Companies Act, 2013

Nature Of Industry

Main business of the Company is marketing and trading of all kinds of Electronic Equipments, Home Appliances, and Consumer Durables. Company graded as leader in the consumer durables and electronic industry with both multi brand showrooms and exclusive Brand show rooms of the top national Brands in the country.

Date of commencement of commercial production

The Company is not carrying out any manufacturing                                                        or production activities. It has obtained the Certificate of Commencement of business on 20.02.1997

Financial Performance based on given indicators

Financial performance of your Company is satisfactory. Based on the given indicators. In FY 2014-15 Company could not able to achieve the net profit due to change in the method of depreciation as per the new companies act, 2013 the Depreciation has been calculated as per the useful life of the asset by considering revised useful life of assets to bring it in line with Schedule II of the Companies Act, 2013, and increase in Finance cost   reflects the profitability of the company. Company is planning to chalking out new strategies and are planning to bring the product categories in some other brands  and yours Company is working hard on the ways of increasing the footfalls in our stores and are planning in a big way for the next financial years.

Export performance and net foreign exchange collaborations

So far as Company does not have any exports as on date.

Foreign Investments or collaborators if any

Not Applicable

II. Information about the appointees:       

                 A. PARAS JAIN, MANAGING DIRECTOR

Name of the Appointee

Mr. Paras Jain

                      Back ground details:

Mr. Paras Jain is having experience of more than 24 years; he is heading the promoters group. He is the founder of the Company. He is the main brain behind the overall operations of the Company. With his knowledge and experience in the electronic and consumer durable industry, the Company presently is trading in more than 125 brands

 Past Remuneration

The remuneration to Mr. Paras Jain is Rs.6,00,000/- per month (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month),was approved by the Shareholders by way of special resolution passed by the members for tenure of appointment is01.07.2013 to 30.06.2018. But the Payment of remuneration will be expiring by 30.06.2016.

                         Recognition or rewards:

Mr. Paras Jain is known for his aggressive strategy in the marketing area. With his intellectual thinking the Company has achieved many breaks through targets in the electronic industry.

Job profile and his suitability

The present status of the Company is because of the experience, innovative ideas of Mr. Paras Jain. Who has struggled from day one of the Company’s existence.  He brought the Company to the present level with hard work and dedication. With his leadership the brand name ‘ADISHWAR INDIA’ has become a house hold name in South India. Since the Company is involved in marketing and sale of electronic and consumer durables, a strong marketing strategy only can bring expected results. Mr. Paras Jain has ability to lead the Company to newer heights.

Remuneration proposed:

Due to the financial position of the company, The Company is proposing to pay the same remuneration  which was approved on 15.02.2013 upto the period of 30.06.208 of Rs. 6,00,000 per month which includes Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month.

Comparative remuneration

The Company is a closely held public company and Mr. Paras Jain is the top most decision making person in the Company. Hence there is no comparative remuneration profile available in the Company as well as in the industry.

Pecuniary relationship directly or indirectly with the company

 Mr. Paras Jain directly holds Equity Shares to the extent 36.71% of the paid-up capital of the company.  His family members hold 63.29% in the paid up capital of  the Company.

II. Information about the appointees:

            B. NIRMAL JAIN, WHOLE TIME DIRECTOR

Name of the Appointee

Mr. Nirmal  Jain

Back ground details:

 Mr. Nirmal Jain is having experience of more than 24 years, he is one of the promoters of the Company. He isone of the founders of the Company. Mr. Nirmal Jain is in charge of marketing and delivery function of the                        Company. With his knowledge and experience in the  electronic and consumer durable industry, he added several valuable inputs for the marketing of theProducts.

Past Remuneration

The remuneration to Mr. Nirmal Jain is Rs.6,00,000/- per month (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month), was approved by the Shareholders by way of special resolution passed by the members for tenure of appointment is  01.07.2013 to 30.06.2018. But the Payment of remuneration will be expiring by 30.06.2016.

Recognition or rewards:

Mr. Nirmal Jain is known for his aggressive strategy in the marketing area. With his intellectual thinking the Company has achieved many breaks through targets in the electronic industry.

Job profile and his suitability

The present status of the Company is because of the experience, innovative ideas of Mr. Nirmal Jain. Who has struggled from day one of the Company’s existence.  He brought the Company to the present level with hard work and dedication. With his leadership the brand name ‘ADISHWAR INDIA’ has become a house hold name in South India. Mr. Nirmal Jain has well experience in Marketing strategies and the consumer choices. He is the suitable person to lead the marketing wing of the Company.

Remuneration proposed:

Due to the financial position of the company, The Company is proposing to pay the same remuneration  which was approved on 15.02.2013 upto the period of 30.06.2018 of Rs. 6,00,000 per month which includes (Salary of Rs. 3,36,000 per month and allowances of Rs.2,64,000 per month).

Comparative remuneration

The Company is a closely held public company and Mr. Nirmal Jain is the top most decision making person in the Company. Hence there is no comparative remuneration profile available in the Company as well as in the industry.

Pecuniary relationship directly or indirectly with the company

Mr. Nirmal Jain directly holds Equity Shares to the extent24.16 % of the paid-upcapital of the company andfamily members hold 75.84 % in the paid up capital of The Company.

III. Other Information as required under Schedule V of the Companies Act, 2013

A. Reasons for loss or inadequate profits:

Considering the nature of business, the profits made by the Company in comparison with Turnover of the Company is reasonable. Due to increase in competition and expansion of the Company business in outside states, company has to invest funds on the new branches, so that the margin on sales has come down. The Company is optimistic about the future progress of the Company. Over the last four years the Company’s business volumes have enormously increased. 

Financial performance of your Company is satisfactory. Based on the given indicators, In FY 2014-15 Company could not able to achieve the net profit due to change in the method of depreciation as per the new companies act, 2013 the Depreciation has been calculated as per the useful life of the asset by considering revised useful life of assets to bring it in line with Schedule II of the Companies Act, 2013, and increase in Finance cost reflects the profitability of the company. Company is planning to chalking out new strategies and are planning to bring the product categories in some other brands  and yours Company is working hard on the ways of increasing the footfalls in our stores and are planning in a big way for the next financial years

Strength of Business of the company is in the sentiments of the customers where in, their priority for purchasing has shifted to the requirements of their younger generation & kids who require products like Notebooks (Laptops), Smart Phones, Tablets and many more gadgets. The customers’ spending in these categories has impacted the business in our industry.

B. Steps taken or proposed to be taken for improvement:

The company is in the process of developing and nurturing new brands and with the various corporate plans under consideration there would be substantial growth in the activities of the company in the next few years. Company is chalking out new strategies and planning to bring the product categories like Smart Phones, Notebooks (Laptops), Tablets and other gadgets. We are working hard on the ways of increasing the footfalls in our stores during the financial year 2016-17.

                           

C. Expected increase in productivity and profits in measurable terms:

The Company is in the sales and marketing of electronics and consumer durables.  Company is planning to introduce some more brands into the stores to increase the varieties of brands will improve the liquidity of the company and would definitely will achieve the targeted sales and profits.

Considering the increase in the maintainace cost of the company, since Nomination and Remuneration Committee proposed to pay the same remuneration which was approved in 15.02.2013 for the whole term upto 30.06.2018.

Mrs. Kanchan Devi and Mrs. Manjula Devidirectors are deemed to be interested in the proposed resolutions as it concerns their remuneration for the services rendered.

           

The Board recommends the resolution as a special resolution for the approval of members.

                       

Item No. 3

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 Practicing Company Secretary.

In view of the above provisions Board is proposing to appoint PSRA & ASSOCIATES a practicing Company Secretaries Firm who was done the audit for the fy 2014-15, 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. 3 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.

Date: 02.05.2016

Place: Bangalore                                                                                 By order of the Board

                                                                                                         

                                                                                                Sd/- Geetha Mani. J

                                                                                                               Company Secretary

FORM OF PROXY

       EXTRA ORDINARY GENERAL MEETING OF FY 01/2016-17 ON  30.05.2016 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 1/2016-17 Extra Ordinary General Meeting of the Company to be held on Monday the 30th May, 2016 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

                   Payment of Remuneration to Mr. Paras Jain                                                                     

                (DIN:02063077) as a Managing Director of the Company

2

                   Payment of Remuneration to Mr. Nirmal Jain                                                                     

                (DIN:01635340) as a Whole Time Director of the Company

3

                   To appoint PSR & Associates as a Secretariat 

                Auditor of the company

                          Affix                                                                                                                                                                                                                                      Re                   Revenue  Stamp

Signed this ______________________ day of _________________________ 2016.

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

EXTRA ORDINARY GENERAL MEETING OF FY 01/2016-17 ON 30.05.2016 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 No. 146, 11th C Cross, 1st Main, 2nd Stage, West of Chord Road,  Bangalore-86 at the Extra Ordinary General Meeting Of FY  01/2016-17 On 30.05.2016 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.