Annual Report 2019-2020 Cin: L17119gj1995plc025007
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CIN: L17119GJ1995PLC025007 BOARD OF DIRECTORS Shri. Kiritkumar S. Patel Chairperson and Whole Time Director Shri. Dineshkumar P. Patel Managing Director w.e.f. 15.11.2019 Shri. Bharatbhai P. Patel Director Shri. Nirmal B. Patel Whole Time Director [CFO upto 13.09.2020] Shri. Jasvant K. Patel Independent Director Shri. Vasudevbhai L. Patel Independent Director Shri. Ghanshyambhai C. Patel Independent Director [Resigned w.e.f. 03.09.2020] Shri. Bhavikkumar R. Patel Independent Director Shri Ketankumar J. Raval Independent Director [Resigned w.e.f. 03.09.2020] Ms. Sweta B. Patel Non Executive Additional Director w.e.f. 15.11.2019 Shri Snehalkumar Patel Independent Additional Director w.e.f. 14.09.2020 AUDIT COMMITTEE [Reconstituted on 14.09.2020] AUDITORS Shri. Jasvant K. Patel Manghani & Associates, Chartered Accountants, Shri. Vasudevbhai L. Patel E-803, Parishkaar-1, Near Khokhra Circle, Maninagar, Shri. Dineshkumar P. Patel Ahmedabad-380008 Email ID : [email protected] COMPANY SECRETARY & COMPLIANCE OFFICER Mobile : 9462321774 CS Priyanka M. Patel CHIEF FINANCIAL OFFICER BANKER Shri Parind D. Patel Bank of India, [Appointed w.e.f. 14.09.2020] Ahmedabad Main Branch Bhadra, Ahmedabad NOMINATION AND REMUNERATION COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE [Reconstituted on 14.09.2020] Shri. Vasudevbhai L. Patel Shri. Bhavikkumar R. Patel Shri. Bhavikkumar R. Patel Shri. Dineshkumar P. Patel Shri. Jasvant K. Patel Shri. Kiritkumar S. Patel Shri. Kiritkumar S. Patel REGISTERED OFFICE & WORKS Plot No. 3311, GIDC, Phase IV, Chhatral, Taluka-Kalol, Dist. Gandhinagar (N.G) - 382729, Gujarat Website : www.minaxitextiles.com, Tel. No. : 91-02764-234008, e-Mail: [email protected] REGISTRARS AND SHARES TRANSFER AGENTS LINK INTIME INDIA PVT. LTD. Head Office : Mumbai C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083. Tel.: 022-49186270, Fax: 022-49186060, E-mail: [email protected] Branch Office : Ahmedabad 5th Floor, 506 to 508, Amarnath Business Centre - 1, (ABC-1), Beside Gala Business Centre, Nr. St. Xavier's College Corner, Off C G Road, Ellisbridge, Ahmedabad-380006. Tel.: 079-26465179/86/87, E-mail: [email protected] (1) 25th ANNUAL REPORT 2019-2020 CIN: L17119GJ1995PLC025007 KIND ATTENTION : PHYSICAL SHAREHOLDERS As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents Link Intime India Pvt. Ltd for assistance in this regard. The Securities and Exchange Board of India (“SEBI”) vide its circular dated 20th April, 2018 has mandated registration of Permanent Account Number (PAN) and Bank Account Details for all physical securities holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details to Link Intime India Private Limited / the company. Members holding shares in demat form are requested to submit their PAN and update Bank Details and e-mail ID, with their respective Depository Participants. (2) 25th ANNUAL REPORT 2019-2020 CIN: L17119GJ1995PLC025007 NOTICE NOTICE is hereby given that the 25th Annual General Meeting of the Members of the Company Minaxi Textiles Limited will be held on Tuesday, 08th day of December, 2020 at 02:00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (OAVM”), to transact the following businesses : ORDINARY BUSINESS : 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended on 31st March 2020, together with the Reports of the Auditors and Board of Directors thereon. 2. To appoint a director in place of Shri Dineshkumar P. Patel (DIN: 02268757), who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint a director in Place of Shri. Kiritkumar S. Patel, (DIN: 00372855), who retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS : 4. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S),THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149,150,152,178 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), rules framed thereunder and Schedule IV to the Act and Regulation 25 and other applicable provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder from time to time, approval of the members of the Company be and is hereby accorded to the re- appointment of Shri. Bhavikkumar R. Patel (DIN-07253037) as an Independent Director of the company, not liable to retire by rotation, for his second term of five consecutive years w.e.f.12th August, 2020. 5. TO CONSIDER AND IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION “RESOLVED THAT Ms. Sweta Bharatbhai Patel (DIN:08597528) who was appointed as a Non-Executive Additional Director of the company by the Board of directors and who holds office as per Section 161 of the Companies Act, 2013 up to the date of this Annual General Meeting and in respect of whom the company has pursuant to Section 160 of the Companies Act, 2013 received a notice in writing proposing her candidature for the office of Director, be and is hereby appointed as a director of the Company.” 6. TO CONSIDER AND IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) or any statutory modification(s) or re-enactment thereof, approval be and is hereby accorded to the appointment of Shri. Dineshkumar Patel, as a Managing Director of the Company, for a period of 5 (Five) years with effect from 15th November, 2019 (upto 14th November, 2024) on the terms and conditions including remuneration as are set out hereunder.” FUNCTIONS : Shri. Dineshkumar Patel shall have substantial power of management subject to directions, control and supervision of the Board of Directors of the Company. REMUNERATION: a) The Company shall, in consideration of the performance of the duties, pay to Shri Dineshkumar Patel the remuneration amounting to Rs.80,000/- (Rupees Eighty Thousand Only) per month, may be payable monthly or otherwise provided that the perquisites shall be evaluated as per Income Tax Act and Rules wherever applicable, and such remuneration payable to him may comprise of salary, allowance, perquisites etc., and the Board of Directors is hereby authorized to increase his remuneration maximum upto Rs. 2,00,000/- (Rupees Two Lac) per month from time to time. b) The payment of above remuneration to be paid to the Managing Director will be subject to the conditions prescribed under second proviso of Section II(B) read with Section II(A) of Part A of Schedule V and sub-section 3 of Section 197 of the Act, and such remuneration will be payable for a period of three years w.e.f 15.11.2019 to 14.11.2022 and the payment of remuneration thereafter during his tenure will be subject to the approval of the shareholders. SITTING FEES : As long as Shri Dineshkumar Patel functions as the Managing Director, he shall not be paid any sitting fees for attending the meetings of the Board of Directors / Committee thereof.” “RESOLVED FURTHER THAT where in a financial year during the currency of his tenure, the Company has no profits or its profits are inadequate the remuneration payable to him shall not exceed the ceiling prescribed in Section II of part II of Schedule V of the Act for the year, which will be payable to him as minimum remuneration for that year.” (3) 25th ANNUAL REPORT 2019-2020 CIN: L17119GJ1995PLC025007 7. TO CONSIDER AND IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of the SEBI (LODR) Regulations, 2015, Shri. Snehalkumar Patel (DIN 07339340), who was appointed as an Additional Independent Director of the company by the Board of directors and who holds office as per Section 161 of the Companies Act, 2013, up to the date of this Annual General Meeting and in respect of whom the company has, pursuant to Section 160 of the Companies Act, 2013 received a notice in writing proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 13th September, 2025.” 8. TO CONSIDER AND IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and