vaLenTtne` - Ashapura Intimates Fashion Limited
Contents
1. Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2096PLC163133 Thane nasik Highway Dapode Bhiwandr421302 Thane Tel 02522 647401 2 3 4 S 6 778 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com B Garces bre bare a a EE a ee in m om m a a a ra a a m o a ammm T a arr rda a a 2 a R So ee AT vaLentine 6 Corporate members intending to send their authorized representatives to attend the meeting are requested to send ta the company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting 7 Members are requested to opt for NECS National Electronic Clearance Service for receipt of dividend Members may please update their bank account details with their Depository Participants for receiving the dividend in a hassle free manner Opting for NECS is cost effective and also saves time 8 Members holding shares in dematerialized form are requested to provide their latest bank account details Core Banking Sofutions enabled account numbers 9 digit MICR and 11 digit IFS code with their Depository Participants to the Company s Registrar and Share Transfer Agents Link In Time India Pvt Ltd 9 Members are informed that in case of joint holders attending the meeting only such joint holder who Is high2. vaLentine NOTICE OF 8 ANNUAL GENERAL MEETING Notice is hereby given that the 8th Annual General Meeting of the Members of ASHAPURA INTIMATES FASHION LIMITED will be held at SHOP NO 3 4 GROUND FLOOR PACIFIC PLAZA PLOT NO 507 TPS IV OFF B S ROAD MAHIM DIVISION DADAR W MUMBAI 400028 on Friday the 26 day of September 2014 at 10 00 a m to transact the following business ORDINARY BUSINESS 1 To consider and if thought fit to pass with or without modifications if any the following as an Ordinary Resolution RESOLVED that the Company s audited Balance sheet as at 31st March 2014 and the audited Profit amp Loss Account and the audited Cash flow statement for the financial year ended on that date together with Directors and the Auditors Report thereon be and hereby approved and adopted 2 To consider and if thought fit to pass with or without modifications if any the following as an Ordinary Resolution RESOLVED THAT A FINAL DIVIDEND of Rs 0 75 i e 7 5 of FV Rs 10 per equity share on the equity paid up of the company as recommended by the Board be and is hereby declared 3 To appoint a Director in place of Mr Dinesh C Sodha DIN 02836240 who retires by rotation at this Annual General Meeting and being eligible has offered himself for re appointment 4 To consider and if thought fit to pass with or without modifications if any the following as an Ordinary Resolution RESOLVED that
3. Bhawani Shankar Road Company Secretary Mahim Division Dadar West Mumbai 400 028 Maharashtra India ASHAPURA INTIMATES FASHION LTD p 2 ae eee he pelle Sy ears PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka Q H2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 64740 1 2 3 4 5 6 7 8 Head Office Unit No 2 3 4 Pacific Plaza Piol No 570 Masjid Gali Off Bhawani Shankar Read E mai ipo valentinelourigeweargroup com sonali valentineloungeweargroup com Dadar W Mumbai 400 028 Fax 0222 24331552 24331553 Tel 022 32931473 Websile www valentineloung weargroup com
4. are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorised signatory ies who are authorised to vote to the Scrutinizer through e mai to jpscs2007 gmail com ii For Members holding shares in dematerialised form whose email IDs are not registered with the Company Depository Participants Members holding shares in physical form as well as those Members who have requested for a physical copy of the Notice and Annual Report the following instructions may be noted 1 Initial password is provided as below at the bottom of the Attendance Slip for the AGM EVEN E Voting Event Number USER ID PASSWORD 2 Please follow all steps from Sr No 1 to Sr No 12 of i above to cast vote ll In case of any queries you may refer the Frequently Asked Questions FAQs for Members and e voting user manual for Members available at the downloads section of www evotingindia com Il Login to the e voting website will be disabled upon five unsuccessful attempts to key in the correct password In such an event you will need to go through the Forgot Password option available on the site to reset the password IV If you are already registered with CDSL for e voting then you can use your existing user ID and password for casting your vote V You can also update your mobile number and e mail id in the user profile details of the folio which may
5. be used for sending future communication s VI The e voting period commences on September 20 2014 10 00 am and ends on September n 2014 10 00pm The e voting module shall be disabled by CDSL for voting thereafter Once the vote ona resolution is cast by the Member the Member shall not be allowed to change it subsequently Vil Jaiprakash R Singh amp Associates Company Secretaries has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner VIIL The Scrutinizer shall within a period not exceeding three 3 working days from the conclusion of the e voting period unblock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company IX The Results shall be declared on or after the AGM of the Company The Results declared alongwith the Scrutinizer s Report shall be placed on the Company s website www valentineloungeweargroup com and on the website of CDSL within two 2 days of passing of the resolutions at the AGM of the Company Mumbai By Order of the Board of Directors for Ashapura Intimates Fashion Limited August 30 2014 ia rn in TE 1 EE Li j a Registered Office Unit No 3 4 Ground Floor Pacific Plaza Plot No 570 TPS IV Off Bhawani Shankar Road Mahim Division Dadar West Mumbai 400 028 Maharashtra India Son
6. brought with it many new provisions and rules The new Act provides retrenchment policy to the Company by its Articles of Association This means that now the Companies may have rules and regulations which are stricter than that given as per the Act Also there are few actions provided by the Act for the Company to be performed by its authorization from the Articles of Association of the Company if not allowed by the Act Further the Articles of the Company have not been reviewed altered since its inception except for change in its share capital Thus it is felt prudent that the same be instead replaced in its entirety by a new Articles of Association Under the provisions of Sections 14 and any other applicable provisions of the Companies Act 2013 and the r 25 made there under including any statutory modification s or re enactment thereof for the time being in farce consent of the members of the Company is required for altering the Articles of Association of the Company The Board recommends resolutions presented under item no 10 of this Notice be adopted and passed as specia resolution None of the Directors of the Company along with their relatives are in any way concerned or interested in the matter Mumbai By Order of the Board of Directors for Ashapura Intimates Fashion Limited th a E ee August 30 2014 dk aya fig Registered Office ce Unit No 3 4 Ground Floor Pacific Plaza Sonali K Gaikwad Plot No 570 TPS IV Off
7. in force read with Schedule IV to the Companies Act 2013 Mr RAMAKANT MADHAV NAYAK DIN 00129854 who was appointed as an Director of the Company pursuant to Section 161 1 of ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPUIRA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp indian Warehouse Mankoli Naka CIN No L17299MH2006PLC 163133 Thane nasik Highway Dapode Bhiwandr421302 Thane Tel 02522 647401 2 3 4 5 6 7 8 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com wa ee ae m i ip te hee me eane m O BAGARIA m IRAJ Pes T i A A Oe a T Alaka ee ee ed ee valentine the Companies Act 2013 who holds office only up to the date of this Annual General Meeting be and is hereby appointed as an Independent Non Executive Director of the Company to hold office for five consecutive years for a term up to 25 September 2019 not liable to retire by rotation 6 To consider review and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION in respect of which Notice as required under Section 160 of the Companies Act 2013 has been received RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of
8. of Section 160 and all other applicable provisions of the Companies Act 2013 The Board recommends resolution presented under item no 8 of this Notice be adopted and passed as ordinary resolution ITEM NO 9 Section 180 1 a of the Companies Act 2013 provides that the Board of Directors of public limited company shall not without the consent of such public limited company in general meeting sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company As the assistances from the institutions banks provided agreed to be provided to the Company have to be secured by the mortgage and charge of the assets of the Company both present and future and the whole of the undertaking of the Company and the aforesaid institutions would like to retain a power to take over the management of the business and concern of the Company in certain events it is necessary for the members to pass a resolution under Section 180 1 a of the Companies Act 2013 ITEM NO 10 In terms of provisions of Section 180 1 c of the Companies Act 2013 the Board of Directors of the Company cannot except with the consent of the Company in general meeting borrow monies apart from the temporary loans obtained from the Company s bankers in the ordinary course of business in the excess of the aggregate of the paid up capital and free reserves that is to say reserves not set apart for any particular purpose Keeping in
9. view the Company s requirements for funds to finance its business activities both in India and abroad whether through its subsidiaries or otherwise it is considered desirable to increase the said limit of borrowings to an amount not exceeding Rs 300 crores ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 64740 1 2 2 4 S 6 7 8 Head Office Unil No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com pe ye ee ee ees a te ee a ae F OF Ca iitekwedbe aun palanta as eae eee valentine As required by Section 102 of the Companies Act 2013 the following Explanatory Statement sets out material facts relating to the business under items 5 to 11 of the accompanying Notice dated August 30 2014 The following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item Nos ITEM NO 5 to 7 Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari were appointed as the Additional Directors on the Board of the Company by the Board of Directors at their Respective meeting in accordance with the provisions of Section161 1 of the Companies Act 2013 and Article 121 of the Articles of Ass
10. Directors Rules 2014 made there under including any statutory modification s or re enactment thereof for the time being in force read with Schedule IV to the Companies Act 2013 Mr SUNIL KUMAR MANOCHA DIN 01888466 who was appointed as an Additional Director of the Company pursuant to Section 161 1 of the Companies Act 2013 with effect from 15 November 2013 and who holds office only up to the date of this Annual General Meeting be and is hereby appointed as an Independent Non Executive Director of the Company to hold office for five consecutive years for a term up to 25 September 2019 not liable to retire by rotation 7 To consider review and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION in respect of which Notice as required under Section 160 of the Companies Act 2013 has been received RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of Directors Rules 2014 made there under including any statutory modification s or re enactment thereof for the time being in force read with Schedule IV to the Companies Act 2013 Mr SHRIKANT RADHEYSHYAM MAHESHWARI DIN 02618472 who was appointed as an Additional Director of the Company pursuant to Section 161 1 of the Companies Act 2013 with effect from ioe February 2014 and who holds offic
11. ali K Gaikwad Company Secretary ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 647401 2 3 4 5 6 7 8 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ioo valentineloung weargroup com sonali valentineloungeweargrouo com Dadar W Mumbai 400 028 Fax 0222 24331552 24331553 Tel 022 32931473 Website www valentineloungeweargroup com vaLentTine ITEM NO 8 Mr Hitesh S Punjani looks after the production process He has been in the Intimates garments business for about 12 years was appointed as the Additional Director on the Board of the Company by the Board of Directors at their meeting held on November 15 2013 in accordance with the provisions of Section 161 1 of the Companies Act 2013 and Article 121 of the Article of Association of the Company Pursuant to Section 161 1 of the Companies Act 2013 and Article 130 of the Article of Association of the Company Mr Hitesh S Punjani holds office as a Director only till the date of the subsequent Annual General Meeting In this regard the Company has received a request in writing from Mr Hitesh S Punjani signifying his candidature for the appointment as Director of the Company in accordance with the provisions
12. ded to the Board of Directors of the Company for borrowing from time to time any sum or sums of monies on such terms and conditions and with or without security as the Board of Directors may think fit which together with the monies already borrowed by the Company apart from temporary loans obtained or to be obtained from the Company s Bankers in the ordinary course of business may exceed the aggregate for the time being of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specific purpose provided that the total amount of money monies so borrowed by the Board shall not at any time exceed the limit of Rs 300 Crores Rupees Three Hundred Crores 11 To consider and if thought fit to pass with or without modification s if any the following resolution as SPECIAL RESOLUTION RESOLVED THAT pursuant to the provisions of Section 14 and other relevant provisions if any of the Companies Act 2013 the existing Articles of Association of the Company be and is hereby replaced altered modified and revised with the new set of Articles of Association a copy of which is placed before the meeting and duly initialed by the Chairman for the purposes of identification and that the Regulations contained in the new set of Articles be and are hereby approved and adopted as the Articles of Association of the Company and they be the Regulations of the Company in place in substitution and to the entire
13. e only up to the date of this Annual General Meeting be and is hereby appointed as an Independent Non Executive Director of the Company to hold office for five consecutive years for a term up to 25 September 2019 not liable to retire by rotation 8 To consider review and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION in respect of which Notice as required under Section 160 of the Companies Act 2013 has been received RESOLVED THAT Mr Hitesh S Punjani holding DIN 03268480 who was appointed as an Additional Director of the Company pursuant to Section 161 1 of the Companies Act 2013 with effect from November 15 2013 and who holds office only up to the date of this Annual General Meeting be and is Hereby appointed as a Director of the Company liable to retire by rotation ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2006PLC 163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 64 7401 2 a 4 5 6 7 8 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masiid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com Dadar iA Mimba dnn 028 Fax 0299 24331552 243931593 Tel 022 32931473 Wehsite www valentineloungewearorouD com vaLentine 9 To con
14. er in the order of names will be entitled to vote 10 Members holding shares in multiple folios in the same name or in the same order of names are requested to consolidate their holding into a single Folio 11 Voting through electronic means I In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide members facility to exercise their right to vote at the 8th Annual General Meeting AGM by electronic means and the items of business as detailed in this Notice may be transacted through e voting services provided by Central Depository Services India Limited CDSL The instructions for e voting are as under i Members whose shareholding is in the dematerialised form and whose email addresses are registered with the Company Depository Participants s will receive an email from CDSL informing the User ID and Password 1 Open email and open PDF file viz e voting pdf with your Client ID in case you are holding shares in demat mode or Folio No In case you are holding shares in physical mode as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password 2 Launch internet browser by typing the following URL https www evotingindia com 3 Click on Shareholder Login 4 Put user ID and password as initial password noted in step i above Cl
15. exclusion of the existing Articles of Associatton RESOLVED FURTHER THAT the Board of Directors or the Company Secretary be and is hereby authorised to take all such steps as may be necessary proper or expedient to give effect to this resolution ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2006PLC 163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 647401 2 3 4 S 6i7 8 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com Dadar W Mumbai 400 028 Fax 0222 24331552 24331553 Tel 022 32931473 Website www valentineloungeweargroup com vaLentine Mumbai By Order of the Board of Directors for Ashapura Intimates Fashion Limited August 30 2014 Registered Office Unit No 3 4 Ground Floor Pacific Plaza Sonali K Gaikwad Plot No 570 TPS IV Off Bhawani Shankar Raad Company Secretary Mahim Division Dadar West Mumbai 400 028 Maharashtra India NOTES 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ON BEHALF OF HIM AND THE PROXY NEED NOT BEA MEMBER The enclosed proxy form should be deposited at the Registered Office of the Company not less t
16. han 48 hours before the commencement of the AGM 2 The Register of Members and the Share Transfer Books of the Company will remain closed fram September eae 2014 to September 26th 2014 both days inclusive in connection with the AGM and for The purpose of dividend 3 Dividend 0 75 per share i e at the rate of 7 5 on face value of 10 for the year ended 31st March 2014 as recommended by the Board if declared at the AGM will be paid on or after 26th September 2014 to those persons or their mandates a Whose names appear as Beneficial Owners as at the end of the business hours on September 20th 2014 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services India Limited in respect of the shares held in electronic form and b Whose names appear as Members in the Register of Members of the Company on September 20th 2014 after giving effect to valid share transfers in physical form lodged with the Company Registrar and Share Transfer Agents on or before the aforesaid date 4 An Explanatory Statement pursuant to provisions of Section 102 of the Companies Act 2013 is annexed hereto 5 Members Proxies are requested to bring their copies of the Annual Report to the AGM and the attendance slip duly filled in for attending the AGM Copies of Annual Report will not be provided at The AGM ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD
17. ick Login S Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential 6 Home page of e voting opens Click on e voting Active Voting Cycles 7 Select EVEN E Voting Event Number of Ashapura Intimates Fashion Limited 8 Now you are ready for e voting as Cast Vote page opens 9 Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD j Factory Gala No 101 to 109 D 6 Harihar Compound Opp indian Warehouse Mankoli Naka CIN No 17299MH2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421 302 Thane Tel 02522 647401 2 3 4 S 6 7 8 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mal ipo valenlineloungeweargroup com sonali valentineloungeweargroup com Dadar Wi Mumbai 400 028 Fax 0222 24331552 24331553 Tel 022 32931473 Website www valentineloungeweargroup com valentine 10 Upon confirmation the message Vote cast successfully will be displayed 11 Once you have voted on the resolution you will not be allowed to modify your vote 12 Institutional Members i e other than individuals HUF NRI etc
18. nd concern of the Company in certain events it is necessary for the members to pass a resolution under Section 180 1 a of the Companies Act 2013 ITEM NO 10 In terms of provisions of Section 180 1 c of the Companies Act 2013 the Board of Directors of the Company cannot except with the consent of the Company in general meeting borrow monies apart from the temporary loans obtained from the Company s bankers in the ordinary course of business in the excess of the aggregate of the paid up capital and free reserves that is to say reserves not set apart for any particular purpose Keeping in view the Company s requirements for funds to finance its business activities both in India and abroad whether through its subsidiaries or otherwise it is considered desirable to increase the said limit of borrowings to an amount not exceeding Rs 300 crores ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURA APPARELS PVT LTD Factory Gala No 101 to 109 D 6 Harihar Compound Opp Indian Warehouse Mankoli Naka CIN No L17299MH2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tel 02522 64740 1 2 2 4 S 6 7 8 Head Office Unil No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com pe ye ee ee ees a te ee a ae F OF Ca iitekwedbe aun palanta as eae eee vaLentine ITEM NO 11 The new Companies Act 2013 has
19. ociation of the Company and shall hold office only till the date of the subsequent Annual General Meeting The SEBI has amended Clause 52 of the listing agreement inter alia stipulating the conditions for the appointment of independent directors by the listed company In terms of Section 149 and any other applicable provisions of the Companies Act 2013 Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari being eligible and offering themselves for appointment are proposed to be appointed as Independent Director s for five consecutive years for a term up to September 25 2019 The notices have been received from the members proposing the above candidates for the office of Independent Directors of the Company In the opinion of the Board Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari fulfils the conditions specified in section 149 6 and not disqualified as per section 164 the Companies Act 2013 and rules made there under for their appointment as Independent Director s of the Company and are independent of the management Copy of the draft letter for appointment of Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day excluding Saturday l The Board considers that their continued associati
20. on would be of immense benefit to the Company and it fs desirable to continue to avail services of Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari as Independent Director s The Board recommends resolution presented under item no 5 6 and 7 of this Notice in relation to appointment of Mr Ramakant Nayak Mr Sunil Manocha and Mr Shrikant Maheshwari as Independent Director s be adopted and passed as ordinary resolution None of the Directors of the Company along with their relatives except Mr Ramakant Nayak Mr Suni Manocha and Mr Shrikant Maheshwari are in any way concerned or interested in passing of the resolutions ASHAPURA INTIMATES FASHION LTD Formerly known as ASHAPURAAPPARELS PVT LTD Factory Gala No 101 to 109 0 6 Harihar Compound Opp Indian Warehouse Mankali Naka CIN No L17299MH2006PLC163133 Thane nasik Highway Dapode Bhiwandi 421302 Thane Tet 02522 64740 123 46 78 Head Office Unit No 2 3 4 Pacific Plaza Plot No 570 Masjid Gali Off Bhawani Shankar Road E mai ipo valentineloungeweargroup com sonali valentineloungeweargroup com Padar W Mumbal 400 028 Fax 0222 24331552 24331553 Tel 022 32931473 Website www valentineloungeweargroup com vaLentTine ITEM NO 8 Mr Hitesh S Punjani looks after the production process He has been in the Intimates garments business for about 12 years was appointed as the Additional Director on the Board of the Company by the Board of Directo
21. pursuant to the provisions of section 139 and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re enactment thereof for the time being in force read with rules under the Companies Audit and Auditors Rules 2014 the Company s Auditors M s JONG amp ASSOCIATES Chartered Accountants Firm Registration No 104315W who shall hold office up to the date of this Annual General Meeting AGM but being eligible offer themselves for re appointed as Auditors of the Company for holding office from the conclusion of this Meeting until the conclusion of the 11 AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM at such remuneration plus service tax travelling expenses other out of pocket expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors SPECIAL BUSINESS 5 To consider review and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION in respect of which Notice as required under Section 160 of the Companies Act 2013 has been received RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of Directors Rules 2014 made there under including any statutory modification s or re enactment thereof for the time being
22. rs at their meeting held on November 15 2013 in accordance with the provisions of Section 161 1 of the Companies Act 2013 and Article 121 of the Article of Association of the Company Pursuant to Section 161 1 of the Companies Act 2013 and Article 130 of the Article of Association of the Company Mr Hitesh S Punjani holds office as a Director only till the date of the subsequent Annual General Meeting In this regard the Company has received a request in writing from Mr Hitesh S Punjani signifying his candidature for the appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act 2013 The Board recommends resolution presented under item no 8 of this Notice be adopted and passed as ordinary resolution ITEM NO 9 Section 180 1 a of the Companies Act 2013 provides that the Board of Directors of public limited company shall not without the consent of such public limited company in general meeting sell lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company As the assistances from the institutions banks provided agreed to be provided to the Company have to be secured by the mortgage and charge of the assets of the Company both present and future and the whole of the undertaking of the Company and the aforesaid institutions would like to retain a power to take over the management of the business a
23. sider and if thought fit to pass with or without modification s if any the following resolution as SPECIAL RESOLUTION RESOLVED THAT in supersession of earlier resolutions passed in this regard consent of the Company be and is hereby accorded pursuant to Section 180 1 a and other applicable provisions if any of the Companies Act 2013 to the Board of Directors of the Company to mortgage hypothecate or charge all or any part of immovable or movable properties of the Company wheresoever s situated both present and future and whole or part of the undertakings of the Company of any nature and kind whatsoever and or creating a floating charge in all or any immovable properties of the Company to or in favour of Bank s Financial Institution s Insurance Companies Companies or any other entities for the due payment of the principal monies together with the interest payable by the Company in respect of such borrowings and to secure any debentures for an aggregate amount not exceeding Rs 300 Crores Rupees Three Hundred Crores at any point of time including the existing borrowings 10 To consider and if thought fit to pass with or without modification s if any the following resolution as an SPECIAL RESOLUTION RESOLVED THAT in supersession of earlier resolutions passed in this regard pursuant to Section 180 1 c and other applicable provisions if any of the Companies Act 2013 the consent of the Company be and is hereby accor
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