FABINDIA OVERSEAS PRIVATE LIMITED Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 | Ph: +91-11-46693725 Corporate Identity No
Total Page:16
File Type:pdf, Size:1020Kb
FABINDIA OVERSEAS PRIVATE LIMITED Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 | Ph: +91-11-46693725 Corporate Identity No. (CIN): U74899DL1976PTC008436 | E-mail: [email protected] | Website: www.fabindia.com NOTICE of the 40th Annual General Meeting NOTICE is hereby given that the Fortieth Annual General Meeting (AGM) of the members of FABINDIA OVERSEAS PRIVATE LIMITED will be held on Friday, the 18th day of August 2017 at 11.00 A.M at C-42, First Floor, Dayal Estate, Okhla Industrial Area, Phase-II, New Delhi-110020 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2017 including Audited Balance Sheet as at 31st March, 2017 and Statement of Profit and Loss for the year ended on that date and the report of Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2017 and report of Auditors thereon. 2. To Declare Dividend for the Financial Year ended 31st March, 2017. 3. 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 Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. A. Puri & Associates, Chartered Accountants (Firm Registration Number: 009203N), be and is hereby appointed as Statutory Auditors of the Company in place of the retiring auditors M/s. Mohinder Puri & Co., Chartered Accountants (Firm Registration Number: 000204N), to hold office from the conclusion of this Annual General Meeting till the conclusion of the Forty Fifth (45th) Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as may be mutually agreed between the Board of Directors of the Company or Committee thereof and the Auditors.” 4. 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 section 143(8) read with section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, consent of the members be and is hereby accorded to appoint the Branch Auditors in place of retiring Branch Auditors to audit the accounts of Branch Offices of the Company whether existing or which may be opened/acquired hereafter, as per Annexure-1 placed before the meeting, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of Forty Fifth (45th) AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every Annual General Meeting if so required under the Act) and that the Board of Directors of the Company or Committee thereof be and is hereby authorised to fix their remuneration for the said period.” 5. 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 Section 143(8) read with Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and resolution passed by the members at the Thirty Seventh Annual General Meeting held on 10th September, 2014, the appointment of the Branch Auditors of the Company to hold the office till the conclusion of Forty Second Annual General Meeting be and is hereby ratified by the members of the Company for the Financial Year 2017-18 at such remuneration as may be determined by the Board of Directors or Committee thereof in consultation with the Auditors.” SPECIAL BUSINESS 6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT Mr. Tekkethalakkal Kurien Kurien (holding DIN: 03009368), whose term of office as an Additional Director of the Company expires at this Annual General Meeting, be and is hereby appointed as a Director of the Company.” 7. 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 Section 14 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, (including any statutory modifications or re- enactment thereof, for the time being in force), the new set of Articles of Association as submitted to this meeting, be and are hereby approved and adopted in substitution, and to the entire exclusion of the existing Articles of Association of the Company. RESOLVED FURTHER THAT all Directors of the Company and/or Company Secretary be and are hereby severally authorised to do all acts, deeds, matters and things and execute all documents and take all steps and give such directions as may be required, necessary, expedient or desirable in connection with or incidental for giving effect to the foregoing resolution, including filing of the requisite forms and documents for and on behalf of the Company with any person, statutory and/or governmental authority including filing of Form MGT-14 with the jurisdictional Registrar of Companies.” Registered Office: By order of the Board of Directors 14, N Block Market, For FABINDIA OVERSEAS PVT. LTD. Greater Kailash Part-I, New Delhi-110048 Sd/- Place: New Delhi CS. MONIKA UPPAL ARORA Date: July 04, 2017 Company Secretary Membership No.: A17485 Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing the Proxy 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 for the AGM is enclosed herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 2. Corporate members intending to send their authorized representatives to attend the Meetings are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the Meeting. 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. 4. Members/Proxies are requested to bring their duly-filled Attendance Slips and handover the same at the entrance of the meeting hall. 5. Every member entitled to vote at the meeting on any resolution to be moved there at, shall be entitled during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days notice in writing of the intention so to inspect is given to the company. 6. The Statutory Registers under the Companies Act, 2013, will be available for inspection by the members at the venue of AGM. 7. As an austerity measure, copies of Annual Report will not be distributed at the AGM. Members are requested to bring their copy of the Annual Report to the Meeting. 8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 9. Members may also note that the Notice of the 40th AGM will be available on the Company’s website, www.fabindia.com. Relevant documents referred to in the accompanying notice are available for inspection at the registered office of the Company during working hours between 11.00 A.M. to 1.00 P.M. except holidays up to the date of meeting. 10. Subject to the provisions of the Companies Act, 2013, the dividend on equity shares as recommended by the Board of Directors, if declared at the meeting, will be paid within a period of 30 days from the date of declaration, to those members whose names appear on the Register of Members as on August 11, 2017. In respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the National Securities Depository Limited (NSDL) as beneficial owners as on that date. 11. Members are requested to note that as per Section 124 and 125 of the Companies Act, 2013, dividends not encashed/claimed within seven years from the date of declaration will be transferred to the Investor Education and Protection Fund (IEPF). After transfer of the said amount to IEPF, no claims in this respect shall lie against IEPF or the Company. 12. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Company Secretary, Ms. Monika Uppal Arora at 14 N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company.