HINCON HOLDINGS LTD Annual Report 2015-16 HINCON HOLDINGS LIMITED
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HINCON HOLDINGS LTD Annual Report 2015-16 HINCON HOLDINGS LIMITED CIN : U67120MH1996PLC102787 BOARD OF DIRECTORS Ajit Gulabchand, Chairman Shalaka Gulabchand Dhawan, Vice Chairperson Ram P. Gandhi AUDITORS K.S. Aiyar & Co., Chartered Accountants BANKERS ICICI Bank Limited REGISTERED OFFICE Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083. Tel.: 022 - 25751000 Fax No. 022-25775950 Website: www.hinconholdings.com REGISTRAR & SHARE TRANSFER AGENTS Link Intime India Pvt Ltd C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai 400 078 HINCON HOLDINGS LIMITED ANNUAL REPORT 2015-2016 1 Notice Notice is hereby given that the 20th Annual General Meeting of NOTES: Hincon Holdings Limited will be held on Tuesday, July 12, 2016 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE at 11.00 a.m. at Hincon House, 11th Floor, 247Park, Lal Bahadur MEETING IS ENTITLED TO APPOINT PROXY / PROXIES Shastri Marg, Vikhroli (West) Mumbai 400 083 to transact the TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE following business: PROXY NEED NOT BE A MEMBER OF THE COMPANY. ORDINARY BUSINESS A PERSON CAN ACT AS PROXY ON BEHALF OF 1. Adoption of the Audited Standalone and Consolidated MEMBERS NOT EXCEEDING FIFTY (50) IN NUMBER Financial Statements of the Company AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE To receive, consider and adopt COMPANY CARRYING VOTING RIGHTS. A MEMBER (a) the Audited Standalone Financial Statements of the HOLDING MORE THAN TEN PERCENT OF THE TOTAL Company for the financial year ended March 31, 2016 SHARE CAPITAL OF THE COMPANY CARRYING VOTING including the Audited Balance Sheet as at March 31, RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY 2016 and the Statement of Profit & Loss for the year AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ended on that date together with the Reports of the ANY OTHER MEMBER. Board of Directors and Auditors thereon; and IN ORDER THAT THE APPOINTMENT OF A PROXY IS (b) the Audited Consolidated Financial Statements of the EFFECTIVE, THE INSTRUMENT APPOINTING A PROXY Company for the financial year ended March 31, 2016 MUST BE RECEIVED AT THE REGISTERED OFFICE OF including the Audited Consolidated Balance Sheet as THE COMPANY, DULY COMPLETED AND SIGNED, at March 31, 2016 and the Consolidated Statement of NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE Profit & Loss for the year ended on that date together COMMENCEMENT OF THE MEETING. I.E. BY 11.00 A.M. with the Reports of the Auditors thereon. ON SUNDAY, JULY 10, 2016. 2. Appointment of a Director, who is liable to retire by 2. Corporate Members intending to send their authorised rotation representatives to attend the Annual General Meeting, To appoint a Director in place of Mr. Ram P. Gandhi (DIN pursuant to Section 113 of the Companies Act, 2013, are No.00050625) who retires by rotation, and being eligible, requested to send a duly certified copy of their Board offers himself for reappointment. Resolution together with the respective specimen signature of the representative(s) authorised under the said resolution 3. Appointment of Statutory Auditors to attend and vote on their behalf at the Meeting. To consider and if thought fit, to pass the following resolution 3. Members, Proxies and Authorised representatives are as an Ordinary Resolution: requested to bring to the Meeting, the Attendance Slip “RESOLVED THAT M/s. K.S. Aiyar & Co., Chartered enclosed herewith duly completed and signed for attending Accountants, Mumbai, bearing Firm Registration No. the Meeting. 100186W, be and are hereby appointed as the Statutory 4. In case of joint holders attending the Meeting, the joint Auditors of the Company, to hold office from the conclusion holder who is higher in the order of names will be entitled of this Annual General Meeting until the conclusion of to vote at the Meeting, if not already voted through remote the next Annual General Meeting of the Company on a e-voting. remuneration as may be fixed by the Board of Directors of the Company.” 5. A Route Map showing the directions to reach the venue of the Annual General Meeting is given at the end of this Notice as per the requirement of the Secretarial Standards-2 on “General Meeting”. For and on behalf of Board of Directors 6. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, July 6, Ajit Gulabchand 2016 to Tuesday, July 12, 2016 (both days inclusive) for the Place: Mumbai Chairman purpose of the Annual General Meeting of the Company. Date: 28th April, 2016 7. The Register of Directors and their shareholding, maintained Registered Office: under Section 170 of the Companies Act, 2013 will be th Hincon House, 11 Floor, available for inspection by the Members at the Annual 247Park, Lal Bahadur Shastri Marg, General Meeting of the Company. Vikhroli (West), Mumbai 400 083 8. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting of the Company. HINCON HOLDINGS LIMITED ANNUAL REPORT 2015-2016 2 9. Members are hereby informed that the Company has If there is any change in the e-mail ID already registered appointed Link Intime India Pvt. Ltd as the Company’s with the Company, members are requested to immediately Registrars and Share Transfer Agents (‘R&T agents’) whose notify such change to the Registrars & Share Transfer contact details are as below : Agents of the Company in respect of shares held in physical Link Intime India Pvt Ltd form and to their respective DPs in respect of shares held in C-13, Pannalal Silk Mills Compound electronic form L.B.S. Marg, Bhandup (West) 14. It has been noted that largely Members have not registered Mumbai 400 078 their email address so far and hence physical copies of the Phone: +91 22 25963838 Annual Report for 2015-16 alongwith the Notice of the 20th Fax: +91 22 25946969 Annual General Meeting of the Company inter alia indicating 10. Further Members are informed that Company has the process and manner of e-voting along with Attendance participated in the National Securities Depository Limited’s Slip and Proxy Form is being sent to all the members in the (NSDL) system for offering Company’s Equity shares in permitted mode. dematerialized mode and therefore interested Members Members may also note that the Notice of the 20th can contact their respective Depository Participant (DP) Annual General Meeting and the Annual Report for 2015- and send the application through their respective DP to 16 will also be available on the Company’s website www. Company’s R& T agents for dematerialization of the shares hinconholdings.com for their download. The physical copies held in our Company. The Company’s ISIN in NSDL is of the aforesaid documents will also be available at the INE747Q01014. Company’s Registered Office in Mumbai for inspection 11. In compliance with the provisions of Section 129(3) of during normal business hours on working days. the Companies Act, 2013, (the Act)the Audited Financial 15. Appointment of Director : Statements of the Company include the Consolidated As per the provisions of Section 152 of the Companies Act, Financial Statements of the Company and its Associates 2013, Mr. Ram P. Gandhi, Director of the Company (DIN as defined in the Act for consideration and adoption by the No.00050625), retires by rotation at the ensuing Annual Members of the Company. General Meeting and being eligible, has offered himself for 12. Members are requested to: re-appointment as a Director of the Company. (a) Intimate change in their registered address, if any, to 16. Voting : the Company’s Registrar and Share Transfer Agents as All persons whose names are recorded in the Register mentioned above in respect of their holdings in physical of Members or in the Register of Beneficial Owners form. maintained by the Depositories as on the cut-off date (b) Notify immediately any change in their registered namely, July 5, 2016 only shall be entitled to vote at the address to their Depository Participants in respect of Annual General Meeting by availing the facility of remote their holdings in electronic form. e-voting or by voting through Ballot form at the General Meeting. If a person was a Member on the date of Book (c) Please note that in accordance with the provisions of Closure as aforesaid but has ceased to be a Member on Section 72 of the Companies Act, 2013, members are the cut-off date, he/she shall not be entitled to vote. Such entitled to make nominations in respect of the Equity person should treat this Notice for information purpose only. Shares held by them. Members desirous of making nominations may procure the prescribed form SH-13 General Information : from the Registrar & Share Transfer Agents, Link Intime In compliance with the provisions of Section 108 of India Pvt Ltd and have it duly filled, signed and sent the Companies Act, 2013, Rule 20 of the Companies back to them, in respect of shares held in physical form. (Management and Administration) Rules, 2014 as amended Members holding shares in dematerialised mode, by the Companies (Management and Administration) should file their nomination with their Depository Amendment Rules, 2015, the Company is pleased to Participant (DP). provide members facility to exercise their right to vote on resolutions proposed to be considered at the 20th Annual 13. GREEN INITIATIVE : General Meeting (AGM) of the Company by electronic Ministry of Corporate Affairs encourages paperless means and the business may be transacted through communication as a contribution to greener environment.