Annual Report 2013-14 Dlf Emporio Limited
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ANNUAL REPORT 201314 DLF EMPORIO LIMITED CIN: U74920HR1999PLC034168 REGD. OFFICE: SHOPPING MALL, PHASE I, DLF CITY, GURGAON HARYANA 122 002 DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] NOTICE NOTICE is hereby given that the 15th Annual General Meeting of the Members of the Company will be held on Friday, August 22, 2014 at 10.00 A.M. at Registered Office of the Company at Shopping Mall, Phase – I, DLF City, Gurgaon, Haryana – 122 002 to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the financial year ended on that date together with the reports of Directors and Auditors thereon. 2. To declare dividend on 4,000, 9% Non-Cumulative Redeemable Preference Shares of Rs.100/- each and 100, 12% Non-Cumulative Redeemable Preference Shares of Rs.100/- each. 3. To appoint a Director in place of Ms. Dinaz Madhukar, who retires by rotation and being eligible, offers herself for re-appointment. 4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Next Annual General Meeting and to fix their remuneration. M/s Walker, Chandiok & Co LLP, the retiring Auditors are eligible for re- appointment. SPECIAL BUSINESS: 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Vivek Jhunjhunwala (DIN 02921778), who was appointed by the Board of Directors as Additional Director w.e.f. April 25, 2014, and who holds office pursuant to Section 161 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the provisions of the Articles of Association of the Company, up to the DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] date of this Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of a Director pursuant to Section 160 of the Act from one of the shareholders of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Ram Parkash Punjani (DIN 00050645), who was appointed by the Board of Directors as Additional Director w.e.f. April 25, 2014, and who holds office pursuant to Section 161 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the provisions of the Articles of Association of the Company, up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of a Director pursuant to Section 160 of the Act from one of the shareholders of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” By order of the Board For DLF Emporio Ltd. Sd/- Manoj Kumar Dua Company Secretary Membership no.: A12025 House no.419, Sector-31, Near SRS Pristane Mall, Faridabad, 121002 Date : 28.05.2014 Place : Gurgaon DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON POLL INSTEAD OF HERSELF/HIMSELF IN ACCORDANCE WITH THE COMPANIES ACT, 2013. THE ENCLOSED PROXY FORM, IF INTENDED TO BE USED SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED, STAMPED AND SIGNED NOT LESS THAN FORTY EIGHT HOURS BEFORE THE TIME FIXED FOR THE MEETING. 2. Corporate Members intending to send their authorized representative(s) to attend the Meeting are requested to send a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Annual General Meeting. 3. The explanatory statement pursuant to section 102 of the Companies Act, 2013 in respect of special business set out above is annexed hereto and forms part of the notice. 4. A copy of the Notice of Annual General Meeting and Explanatory Statement and all other documents as referred above shall be open for inspection by the members during business hours on any working day at the registered office of the company and will also be available at the meeting. 5. The Statutory Registers shall be produced at the commencement of the meeting and shall also remain open and accessible for inspection during the continuance of the meeting. DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] Form No. MGT-11 PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration ) Rules, 2014] CIN: U74920HR1999PLC034168 Name of the company: DLF Emporio Limited Registered office: Shopping Mall, phase-I, DLF City, Gurgaon, Haryana - 122002 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. Name:…………………. Address : E-mail Id: Signature :…………………… , or failing him 2. Name:………………………….. Address: E-mail Id: Signature:………………………… , or failing him 3. Name:…………………….. Address: E-mail Id: Signature:………………………….. DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] As my/our proxy to attend and vote (on a poll) for me /us and on my/our behalf at the 15th Annual General Meeting of the company, to be held on Friday, August 22, 2014 AT 10.00 a.m. at Registered Office of the Company at Shopping Mall, Phase – I, DLF City, Gurgaon, Haryana – 122 002 and at any adjournment thereof in respect of such resolutions as are indicted below: Resolution No. 1…………………………….. 2…………………………….. 3…………………………….. 4…………………………….. 5…………………………….. 6…………………………….. Signed this ……. Day of……….. 20….. Signature of shareholder Affix Signature of Proxy holder (s) Re. 0.30 Revenue Stamp Note: 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. DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] EXPLANATORY STATEMENT [Pursuant to Section 102 of the Companies Act, 2013] Item No. 5 The Board of Directors of your Company had co-opted Mr. Vivek Jhunjhunwala and appointed him as additional Director of the Company with effect from April 25, 2014. As per the provisions of Section 161 of the Companies Act, 2013 (hereinafter referred to as “the act”) read with the provisions of the Articles of Association of the Company, he will hold office of Director up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from one of the members of the Company along with requisite security amount proposing his candidature for the office of a Director pursuant to Section 160 of the Act. Your Directors recommend the abovementioned resolution to be passed as an Ordinary Resolution. All the documents as referred above shall be open for inspection by the members during business hours on any working day at the registered office of the company and shall l also be available at the meeting. None of the Directors, Key Managerial Personnels and their relatives except Mr. Vivek Jhunjhunwala are concerned or interested in this resolution. Item No. 6 The Board of Directors of your Company had co-opted Mr. Ram Parkash Punjani and appointed him as additional Director of the Company with effect from April 25, 2014. As per the provisions of Section 161 of the Companies Act, 2013 (hereinafter referred to as “the act”) read with the provisions of the Articles of Association of the Company, he will hold office of Director up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from one of the members of the Company along with requisite security amount proposing his candidature for the office of a Director pursuant to Section 160 of the Act. Your Directors recommend the abovementioned resolution to be passed as an Ordinary Resolution. DLF EMPORIO LIMITED (Formerly known as Regency Park Property Management Services Limited) Regd. Office: Shopping Mall, Phase-I, DLF City, Gurgaon, Haryana-122 002 (CIN - U74920HR1999PLC034168) Website: www.dlfemporio.com Tel No: 011-42102180, Fax No: 011-41501771, E-mail: [email protected] All the documents as referred above shall be open for inspection by the members during business hours on any working day at the registered office of the company and shall l also be available at the meeting.