TRINA QUEBEC GEARS LIMITED
Contents
1. can opt for only one mode of voting i e either through e voting or by poll If a member casts votes by both modes then voting done through e voting shall prevail and poll shall be treated as invalid iii You can also update your mobile number and e mail address in the user profile details of the folio which may be used for sending future communications Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 iv The Board of Directors of the Company has appointed Mr Sanjay Grover Practicing Company Secretary ICSI Membership No F5937 and C P No 9654 as the Scrutinizer to scrutinize the e voting process as well as polling process in a fair and transparent manner v The Scrutinizer shall immediately after conclusion of the voting at the AGM first count the votes cast at the meeting thereafter unblock the votes cast through remote e voting in the presence of at least two witnesses not in the employment of the Company and make not later than three days of conclusion of the meeting a consolidated scrutinizer s report The Scrutinizer shall submit his report to the Chairman of the Company and in2. 7172026 who meets the criteria of independence as provided under section 149 6 of the Act as an Independent Director of the Company not liable to retire by rotation for a period of 5 year be and is hereby approved 6 Change of name of the Company 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 13 of the Companies Act 2013 the Act and other applicable provisions if any and subject to the approval of the Registrar of Companies NCT of Delhi amp Haryana the consent of the members of the company be and is hereby given to change the name of the Company from Trina Quebec Gears Limited to Trina NRE Transportation Limited or such other similar name as may be approved made available by the Registrar of Companies NCT of Delhi and Haryana New Delhi Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 Resolved further that the Clause of the Memorandum of Association of the Company be substituted with the following new Clause l The Name of the Comp
3. Gre 9 CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 23 Annual General Meeting of the members of Trina Quebec Gears Limited will be held on Wednesday 30 September 2015 at 11 00 A M at IP Motels amp Resorts Ghevra Mod PWD Office Main Rohtak Road Mundka New Delhi 110 041 to transact the following business ORDINARY BUSINESS 1 Adoption of Financial Statements To receive consider and adopt the audited financial statements for the year ended 31 March 2015 and the reports of the Board of Directors and Auditors thereon 2 Appointment of Director To appoint a Director in place of Mr Rakesh Chander Chadda DIN 00793207 who retires by rotation and being eligible offers himself for re appointment 3 Appointment of Statutory Auditors To appoint Statutory Auditors and to authorize the Board of Directors to fix their remuneration and in this regard to consider and if thought fit to pass with or without modification s the following resolution an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Sectio
4. M Date of Birth 13 04 1951 Date of Appointment 14 05 2015 Expertise For more than 36 years worked throughout the country in overseeing monitoring and planning in Material management Energy management and Introduction of new products Qualifications B Tech Electrical IIT Delhi Directorship held in Other Companies Nil Membership Chairmanship in other Nil Committees of Board No of Shares held in the Company as Nil on 31 03 2015 Relationship between Directors Nil ooo TRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 3 Ms Namisha Kapoor seeking regularization in the upcoming AGM Date of Birth 23 07 1980 Date of Appointment 14 05 2015 Expertise Legal Qualifications Advocate Directorship held in Other Companies Nil Membership Chairmanship in other Committees of Board 1 Audit Committee 2 Nomination and Remuneration Committee No of Shares held in the Company as Nil on 31 03 2015 Relationship between Directors Nil Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone Natio
5. NO L50103DL1992PLC047174 ITEM NO 6 The Collaboration Agreement of the Company with Quebec Gear Works Limited Canada has been expired The company has made NREC National Railway Equipments Co USA as its foreign collaborator The company has entered into an agreement with NREC USA pursuant to which it is deemed fit to change the name of the company by incorporating name of its foreign collaborator i e NREC Therefore the board of directors has proposed to change the name of the company from Trina Quebec Gears Limited to Trina NRE Transportation Limited or such other similar name as may be approved of Registrar of Companies NCT of Delhi amp Haryana The above resolution requires amendment in the Memorandum and Articles of Association of the company under section 13 of the Companies Act 2013 The board of directors recommends the resolution for your approval by way of Special Resolution No directors KMP are considered to be interested in this resolution By Order of the Board of Directors For TRINA QUEBEC GEARS LIMITED Sd Place Bahadurgarh Pankaj Khera Date 04 09 2015 Managing Director DIN 01787951 ADDRESS 3 61 Punjabi Bagh New Delhi 110026
6. any is TRINA NRE TRANSPORTATION LIMITED Resolved further that the name TRINA QUEBEC GEARS LIMITED wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the TRINA NRE TRANSPORTATION LIMITED Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts deeds matters and things that may be necessary proper or expedient to give effect to this resolution which inter alia include making application to the Central Government for the aforesaid purpose and agreeing to any terms and conditions if any stipulated by the Central Government in this regard By Order of the Board of Directors For TRINA QUEBEC GEARS LIMITED Sd Place Bahadurgarh Pankaj Khera Date 04 09 2015 Managing Director DIN 01787951 ADDRESS 3 61 Punjabi Bagh New Delhi 110026 GD 2 SS TRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 NOTES 1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote ona poll only instead of himself and such proxy need not be a member of the
7. company Proxies in order to be effective must be received by the company not less than 48 hours before the meeting Members Proxies for members should bring the duly filled in attendance slips with them for attending the meeting 2 Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the meeting 3 The Register of members and share transfer books of the Company will remain closed from Thursday 24 September 2015 to Wednesday 30 September 2015 both days inclusive in terms of the provisions of Section 91 of the Companies Act 2013 4 Explanatory Statement pursuant to section 102 1 of the Companies Act 2013 is annexed hereto in respect of Special Business to be transacted at the meeting 5 Members are requested to kindly bring their copies of the Annual Report to the Meeting 6 Members who have not registered their email id so far with the company are again requested to register their email addresses for receiving all communication including Annual report Notices Circulars etc from the company electronically 7 Pursuant to the provisions of Sections 108 and 110 of the Act and other applicable provisions of the Act read with the Companies Management and Administration Rules 2014 and in terms of Clause 35B of the Listing Agreement entered wi
8. e to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential vii Once the e voting home page opens click on e voting gt Active e Voting Cycles viii Select EVEN E Voting Event Number of Trina Quebec Gears Limited Now you are ready for e voting as Cast Vote page opens Members can cast their vote online from Sunday 27 September 2015 10 00 A M till Tuesday 29 September 2015 5 00 P M Note E voting shall not be allowed beyond the said time ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 xi Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently xii Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG format of the relevant Board Resolution Au
9. he company and being eligible for appointment be and is hereby appointed as Director of Company Resolved further that pursuant to the provisions of Sections 149 152 and all other applicable provisions of the Companies Act 2013 and rules framed there under read with Schedule IV of the Act as amended from time to time appointment of Mr Ved Prakash Gupta DIN 07183707 who meets the criteria of independence as provided under section 149 6 of the Act as an Independent Director of the Company not liable to retire by rotation for a period of 5 year be and is hereby approved 5 Appointment of Ms Namisha Kapoor as an Independent Women Director To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution RESOLVED THAT Ms Namisha Kapoor DIN 07172026 who was appointed as Additional Director by the board of directors of the company w e f 14 05 2015 and who holds office up to date of ensuing annual general meeting of the company in terms of section 161 of the Companies Act 2013 has consented to act as a director of the company and being eligible for appointment be and is hereby appointed as Director of Company Resolved further that pursuant to the provisions of Sections 149 152 and all other applicable provisions of the Companies Act 2013 and rules framed there under read with Schedule IV of the Act as amended from time to time appointment of Ms Namisha Kapoor DIN 0
10. his absence to the Company Secretary of the Company vi The Chairman and in his absence the Company Secretary shall declare the results after receiving the scrutinizer s report ooo TRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 Details of directors seeking Appointment Re appointment at the ensuing Annual General Meeting Pursuant to clause 49 of the listing agreement with stock exchanges 1 Mr Rakesh Chander Chadda seeking re appointment in the upcoming AGM Date of Birth 21 10 1957 Date of Appointment 26 04 2010 Expertise Accounts and Taxation Expert Qualifications Chartered Accountant Directorship held in Other Companies 1 Rado International Pvt Ltd 2 RC Chadda amp Co LLP 3 Magic River Exports and Imports Pvt Ltd Membership Chairmanship in other Committees of Board 1 Nomination amp Remuneration Committee 2 Investors amp Shareholders Grievance Committee No of Shares held in the Company as Nil on 31 03 2015 Relationship between Directors Nil 2 Mr Ved Prakash Gupta seeking regularization in the upcoming AG
11. isting agreement ITEM NO 5 The Board of Directors of the Company at their meeting held on 14 May had appointed Ms Namisha Kapoor as Additional Director of the company to hold office up to the date of ensuing annual general meeting of the company The company has received a notice from a shareholder proposing her candidature as Women Director Independent under section 149 amp 152 of the companies Act 2013 The resolution seeks appointment of Ms Namisha Kapoor as Women Independent Director of the company for a term of 5 years Further she shall not be liable to retire by rotation The Board of Directors considered that her association with the company would be of immense benefit and therefore recommends the resolution for appointment of Ms Namisha Kapoor as Women Independent Director of the company for your approval by way of Ordinary resolution No Director KMP other than Ms Namisha Kapoor in her personal capacity is considered to be interested in this resolution This explanatory statement may also be regarded as a disclosure under Clause 49 of the listing agreement Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN
12. n 139 142 and other applicable provisions of the Companies Act 2013 and the Rules made there under M s NM Raiji amp Co Chartered Accountants Registration No 108296W be and are hereby re appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next AGM of the Company and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors SPECIAL BUSINESS 4 Appointment of Mr Ved Prakash Gupta as an Independent Director To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 RESOLVED THAT Mr Ved Prakash Gupta DIN 07183707 who was appointed as Additional Director by the board of directors of the company w e f 14 05 2015 and who holds office up to date of ensuing annual general meeting of the company in terms of section 161 of the Companies Act 2013 has consented to act as a director of t
13. nal Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website www trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT 2013 ITEM NO 4 The Board of Directors of the Company at their meeting held on 14 May 2015 had appointed Mr Ved Prakash Gupta as Additional Director of the company to hold office up to the date of ensuing annual general meeting of the company The company has received a notice from a shareholder proposing his candidature as Director Independent under section 149 amp 152 of the companies Act 2013 The resolution seeks appointment of Mr Ved Prakash Gupta as Independent Director of the company for a term of 5 years Further he shall not be liable to retire by rotation The Board of Directors considered that his association with the company would be of immense benefit and therefore recommends the resolution for appointment of Mr Ved Prakash Gupta as Independent Director of the company for your approval by way of Ordinary resolution No Director KMP other than Mr Ved Prakash Gupta in his personal capacity is considered to be interested in this resolution This explanatory statement may also be regarded as a disclosure under Clause 49 of the l
14. th the Stock Exchanges where the Company is listed the Company has extended the e voting facility to all its members to enable them to cast their votes electronically The Company has availed the services of National Securities Depository Limited NSDL to transact the businesses as mentioned in this Notice through e voting 8 Members also note that the members who have cast their vote by remote e voting prior to the AGM may also attend the meeting but shall not be entitled to cast their vote again 9 Since the Company is providing the facility of remote e voting to the shareholders there shall be no voting by show of hands at the AGM The shareholders who will be physically present at the meeting shall be provided with polling papers to cast their votes at the meeting 10 Additional information pursuant to Clause 49 of the listing agreement with stock exchange in respect of the director seeking appointment and re appointment at the annual general meeting is furnished as annexure to the notice By Order of the Board of Directors For TRINA QUEBEC GEARS LIMITED Sd Place Bahadurgarh Pankaj Khera Date 04 09 2015 Managing Director DIN 01787951 ADDRESS 3 61 Punjabi Bagh New Delhi 110026 Gre CORRINA QUEBEC GEARS LIMITED Works 38 4 K M Stone National Highway 10 Delhi Rohtak Road Village Jakhoda Bahadurgarh Haryana Tel 91 1276 224200 299 241603 4 6 Fax 91 1276 224250 Email info trinaquebecgears com Website w
15. thority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to groversanjay13 gmail com with a copy marked to evoting nsdl co in xiii In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com iss In case a Member receives physical copy of the Notice of AGM for Members whose email addresses are not registered with the Company Depositories Initial password is provided in the enclosed attendance slip EVEN E Voting Event Number user ID and password Please follow all steps from SI No ii to SI No xiii above to cast vote ii Login to 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 Forgot Password option available on the site to reset the same iv It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential Other Instructions i The e voting facility will be available from 10 00 A M To 5 00 P M during the following voting period after which the portal will be blocked and shall not be available for e voting Commencement of 27 September 2015 e voting End of e voting 29 September 2015 ii Members
16. ww trinaquebecgears com Regd Office 9 46 Kirti Nagar Industrial Area New Delhi 110015 Tel 91 11 25419687 25927627 CIN NO L50103DL1992PLC047174 INFORMATION AND OTHER INSTRUCTIONS RELATING TO E VOTING Voting through Electronic means In compliance with the provisions of Section 108 of the Companies Act 2013 and the Companies Management and Administration Rules 2014 framed there under the members are provided with the facility to exercise their vote at the 23rd Annual General Meeting AGM by electronic means and the businesses may be transacted through e voting services provided by National Securities Depository Ltd NSDL A In case a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories i Open the e mail and also open PDF file with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Open the internet browser and type the following URL https www evoting nsdl com iii Click on Shareholder Login iv If you are already registered with NSDL for e voting then you can use your existing user ID and password v If you are logging for the first time please enter user ld and password provided in the PDF file attached with the e mail as initial password and then click login vi The Password Change Menu will appear on your screen Chang
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