notice of agm_pawansut holdings ltd

-
Pawansut J{o{dings Limited
Regd.O fiee : 415, Usha iran Building, Commercial
omplex, Azadpur, Delhi-ll0033
Phone: Jl1-27676399 Fax No. : 011-47039000
Email : i1fo@pa wansuthold ings. com , Website: www.pawansutholdings.com
CIN : L6~929DL1984P LC019 S 06
N..O..I.!..CE
Notice IS hereby given dlat the Thirty- First Annual General Meeting of the members of Mis Pawansut Holdings Limited (CIN NO:
L6S929DL1984PLC019S06) will be held on Wednesday, 30 th September, 2015 at 12.00 Noon at Shalimar Bagh Club, Plot No.9. B·
Block, Community Centre, Club Road, Shalimar Bagh, Delhi- 110 088 to U-ansact the following business:
ORDINARY BUSINESS
1. To receive, considelo' and ado t Audited Balance Sheet (or the finan d al year ended 31st March, 2015 and Statement of Profit &
Loss Account for ~Il e financi<l year ended on that date along with Reports o( the Board of Directors and Auditors thereon .
2. To appoint a Director in place of Mr. Pradeep Kumar Jindal (DIN 00 049715), who r eClres by rotation, and being eligible, offers
hImself for re-appointmenL
3. To appoint AudItors and fix their remuneration and in this regard to consider and If thought fit, to pass, with or wimout
moditication(s). the (ollowing resolution as an Ordinary Resolution:
"RESOLVED THAT pursua nt to the prOvisions o( Section 139 (2) a nd 142(1) of the Co mpanies Act, 2013 the Re ·appointmenc
of the Statutory Auditors of Co m pany Mis. S. K. Singla & AsSOCiates , Chartered Acco untan ts (Firm RegIstration No. 005903N),
be and are hereby ratlfied by the members of the company for the financial year 20 15-2016 at such remuneration as may be
determined by the BOilrd of Directors of the Company."
SPECIAL BUSINESS
4. ADOPTION OF NEW SET OF ARTICLES Of ASSOCIATION:
To adopt new set of Articles of Association contJli [ling Articles in conformity with the Comparues Act, 2013 and in this regard
to cons ider and if mought fit, to pass, the follow lT'! g resolution as a Spedal Resol ution:
"RESOLVED THAT pursuant to the provisions of Section 14 and aU o ther applicable p rovisions, if any, of lhe Companies Act..
2013read with Companies (I ncorporation) Rules, 2014 (Includi ng a ny sratutory modi ficatlOn(s) or re·enactment thereof, for
the orne being 10 force). the e>.isting An,icles of Association of the co m pany be an d is hereby replaced widJ the new set of
Articles of Associauon and e said new Articles of Associatio n be and is hereby approved and adopted as the Articles o(
Association of the company in place of. in substitution and to the e ntire exclusion of th e existing Articles o( ASSOCIation of the
company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authOrized to do all such acts. deeds,
matters and things as may be n e~:essary, proper, expedient, required or incidental mereto, In this regard."
S. APPOINTMENT OF WOMEN DIRECTOR
To appoint Ms. Rachna Bansal (DIN: 05197599) as an Independent Director and
in this regard to consider and if mought fit, to pass, with or Wlthout moditicacion(s), th e following resolution as an Ordinary
Resolution:
"RESOLVED THAT pursuant to the prOvisiOns of section 149, 150, 152 read wiLll Schedule IV and all omer applicable
provisions of the Compames Act, 2013 and th e Companies (Appoin tment and Qualification of Directors) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof (or the time being in force) and Clause 49 of the Listing Agreement, Ms.
Rachna Bansal (DIN: 05197599). who holds office up to the date o f tillS Annual Ge ne ral Meeting and in respect of whom the
Company has received a notic in wnting from a member proposing her candidature fo r the office of Director, be and is hereby
appOinted as an Independent
Direcror of the Company to h old office for 5 (five) consecutive years for a term up to the conclusion of the 36 th Annuai General
Meeting of the Company not liable (0 retire by r otation."
For PAWANS
Date: 02.09.2015 Place·.Oelhl Registered Office:
415. Usha !<iran Building.
Commercial Complex,
Azadpur. Delhi-l10033
1. The Explanatory State ment setting out the material fa r ts pursuant to Section 1()2 ofthe Companies Act, 2013 ("the Act'1,
concerning the Special Business in the Notice is annexed hereto and forms part of this Notice. The profile of the Directors
seeking appoinonent/ reappoincment, as required in terms o f Clause 49 of the Listing Agreement entered with the Srock
EXChange IS an nexed.
2. A Member entitled to attend and vote at the meeting Is entitled to appoInt a proxy to attend and vote on a poll
Instead of himself/ e r self and such proxy need not be a Member of the Company. The proxy form duly completed
and signed must be depOSited at the Registered Office of the Company, not less than (orty-eight hours before the
commencement of th e Annual General Meeting. Proxy so appointed shall not have any right to speak at the meeting.
Pursuant to the prOvisio ns of Section lOS of the Companies Act, 2013 and the Rules framed there under, a person can aCt
as proxy on behalf of Members not exceeding fifty (SO) and holding in the aggregate not more than 10% of the total share
capital of the Company carrying voting rights. A Member hold ing more than 10% of the total share capital of the Company
carrying voting rights may appoint it single person as a proxy and such proxy s hall not act as a proxy for any other person
or Member.
3. Corporate Members int.ending to send their authorised representatlves to atte nd the AGM are requested to send a duly
certified copy of thei r oard Resolution authorising their representatives to attend and vote at the AGM.
4. Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required
under Clause 49 of the Li sting Agreement executed is annexed hereto and forms pan of Notice.
5. The Register of Mem be rs and Share Transfer Books of the Company will remain closed from Saturday, 26,h September,
201S tc Tuesday. 29 th eptember, 2015 (both days inclusive) III terms of the proviSion of Section 91 the Companies Act,
2013.
6. Members are requested to:­
or
(i) (ii) (iii) (iv) note that co pies of Annual Report will not be distributed at the Annual General Meeting and they will have to
bring their copies of Annual Repon;
deliver du ly completed and signed Anendance Slip at the entrance of the meeting venue as entry to the venue
will be strictly on the basis of ~he Entry Slip avai lable at the counters at the venue to be exchanged with the
AttendancE' Slip;
Quote their Folio / Client ID & DP ID Nos. in all co rrespondence;
note that no gifts / coupons will be distributed at e Annual General Meeting.
7. An Attendance Slip and proxy form have been enclosed with the notice. Members are requested to fill up the paniculars
of the Attenda nce Sli p, affix their signature in the appropriate place and ha nd it over to the company's officials at the
entrance a f the Meetin g venue.
S. Inspection of docu me nts: Documents referred into the Notice etc. are open for inspection at the registered office of the
c,ompany at all workm {ilays except Saturdays and Sundays between 11:00 I\.M and 2:00 r.M upto the date of Annual
General Meeting.
9. Ministry of Corporate Affairs, Government of India Vide Its General Circular dated April 21. 2011 and April 29, 2011 has
taken "Green lnitlati ve in Corporate Governance" alloWUJg paperless compliances of law through electronic mode. These
Circulars permit the Companies to send various Notices/Documents to its shareholders through eleroonic mode to the
registered e·mall add resses of the shareholders. This move by the Minisoy Is welcome since Ie benefits society at large
reduction in consum p tion of paper and it also contributes rowards greener planet
10. Members holding shares in physical form are requested to intimate any change in address. change of name. bank details,
National Electronic Clearing Service (NECS), Eleroonic Clearing Service fECS), mandates, nominations, e-mail address,
contact numbers. etc., to the Company's ~egistrar & Transfl1r Agen15. Beetal Financial & Computer Services (P) Ltd, 3rd
Ooor 99, Near Dada Harsukh Das Mandir, New Del.hi - 110062 (Telellhone Number 011- 29961281-83 & E;-Mail id ­
[email protected]& Website: www.beetalfinancial.coill) for providing e fficient and better services. Members holding
shares in dematerialized form are requested to intimate such changes to thei r respective depository participants.
11. Members may note at Annual Report for 2014-15 Includ ing Notice ofThirty- First Annual General Meeting will also be
available On Company 's website . ~,·.iJ(}Y.'(lruutholdl/lg ·.,. om for your download.
12. Members desirous o f getting any information on a.[]y items of bus iness of th is Meeting are requested to address their
queries (0 Company ecretary of the Company at the Regis te red office of th e Company at least ten days prior [0 the date
of the meeting. so tha t the information reqUIred can be made readily availab le at the meeting.
13. The equity shares of the company are listed at BSE Limieed,25th Floor. P I Tower, Dalal Street, Mumbai, Maharashtra­
400001.
14. Annual Listing fees fo r the year 2014-) 5 have been paid to the respective Exchange.
15. The infonnation pursuant to Clause 49 of the Listing Agreement with respect to the details of the directors seeking
appointmem / reappointment at the forthcoming Annual General Meeting is annexed to the notice as annexure.
16. The Securities and Exch ange of India (SEBI) has mandated the s ubmission of Permanent Account Number (PAN) by every
participant in securities market. Membe rs holding shares in eleclrOmc {onn are, therefore, requested (0 subrrut their PAN
to their Depository Participancs with whom they are rnaint.l ini ng their demat accounts. Members holding shares in
physical fonn can submit their PAN to the Company/ Beelal Fina ncial Services Pnvate L,mited.
17.
YOTING THROUGH ELECTRONIC MEANS
I. In compliance with pro isions of Section lOa of the Companies Act, 2013, Rule 20 of the Companies (Management and
Administration) Rules, 2 014 as amended by the Companies (Management and Administration) Amendment Rules, 2015
and Clause 358 of the Ltsting Agreement, rhe Company is pleased to provide me mbers facility to exercise their right to.
vote on resolutions proposed to be considered at the Annu al General Meeti ng [AGM) by electronic means and the
business may be transacted through e-VOting Services. The facility of casti ng the votes by the members using an
electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National
Securities Depository Li mited (NSDL).
II.
The facility for voting through ballot paper shall be made availahle at the AGM and the members attending the meeting
who have not Cast th eir vote by remote e-voting shaU be able to exercise their righe at the meeting through ballot paper.
III. The members who have cast their vote by re mote e-vo tl ng prior to the AGM may also attend the AGM but shall not be
entitled to cast theIr vot again.
IV.
The remote e·voting period conune nces on 26\11 September. 2015 (10:00 am) and ends on 29'" September, 2015 (5:00
pm). During this period members' of the Company, holding sha res either in phys ical form or in dematerialized form, as
on the cut-off date of 23 rd Se ptember, 2015. may cast their vote by remote e-voting. The remote e-voting module shall be
disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be
allowed to change it su sequently.
V. The process and manner for remote e·voting are as under:
A. In case a Member receives an emaIl from NSDL [for members whose emaIl IDs are registered with the
Company /Depository Pa rticipants(s)j :
(i) Open email and open P F file viz; "remote e·voting.pdf'" WIth your Client ID or Folio No. as password. The said PDF file
contains your user ID and password/PIN for remote e-voting. PLease note that the password is an initial password.
Launch internet brows r by typing the following URL: huos://www.evotin g.nsdl.coml.
Click on Shareh old er - Login
Pu~ user ID and password inilJal password/PiN noted in step (i) above. Click Login.
Password change menu appears. Change the password/PI N. with new password of your chOice with minimum 8
digits/characters or co mbination thereof. Note new password . It is strongly reco mmended not to share your password
with any other person and take utmost care to keep your password confidential.
(VI) Home page of remote e-voting opens. Click on remote e-voriog: Active Voting Cycles.
(vii) Select "EVEN" of "Pawansut Holdings Limited".
(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix) Cast your vote by selecti ng appropriate option and click on "Su bmit" and also "Confirm" when prompted.
(x) Upon confirmation, the message "Vote cast successfully" wi ll be displayed.
(xi) Once you have voted o n the resolution, you will not be allowed to modilY your vote.
(xii) Institutional shareholde rs (i.e. other than Indiv-jdl!als, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the releva nt Board Resolution/ Authority leuer etc. together with attested specimen signa ture of the duly
with
authorized signatory(i ) who are authorized to vote. to the Scruti nizer through e-mail tO llleen.lrlhllp@gJu '1.
a copy marked to evoong@ nsdl.co.in
(ii) (iii) (iv) (v) as
B. In case a Member receives physical copy of the Notice of AGM lfor members whose email IDs are not registered with the
Company/Depository Pa rticipants(s) or requesting physical copy]:
(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM : EVEN (Remote e·votl ng Event NumbcrJ_USER rD_ PASSWORD/PIN (ii) Please follow aU steps from SI. No. (ii) to 51. No. (xii) above, [Q cast vote.
VI. In Case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user
manual for Members available at the downloads section ofwww.evoting.nsdlcom or call on toll free 110.: 1800·222-990.
VII. If you are already reg istered with NSDL for remote e-voting then you can use your eJ.isting user ID and password/PIN
for casting your vote.
/
VIII.
You can also update yo r mobile number and e-mail id in the user profile details of the folio which may be used for
sending furure commu nlcation(s) .
IX.
The voting righrs ofmembers shall be in proportion to theIr shares of the paid up equity share capital of the Company as
on the cut-off date of23'" September, 2015.
X.
Any person. who acqu' s shares o( the Company and become member of the Co mpany after dlSpatch of the notice and
holding shares as o( the cut-off date i.e. 23 n1 September, 2015. may obtain the login JD and password by sending a
request at evoting@ns .co.ln or [ssuer/RTA.
Xl.
However, if you are already registered with NSDL for remote e-voting then you can use your existing user lD and
password for casling your vote. If you forgot your password. you can reset your password by using "Forgot User
Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the (ollowing toll free no.: 1800-222­
990.
A member may participate in the AGM even alter exercising his right to vote through remote e-votlng but shall not be
allowed to vote again at the AGM.
XII.
A person, whose name IS recorded III the register o( members or in the register of beneficial owners maintained by the
depositories as on the cu t-off date only shall be entitled [0 avail the facility of remote e-voting as well as voting at the
AGM through ballot pape r.
XII[.
M/s Meenarth Corporate Consultants LLP, Company Secretanes has been appointed (or as the Scrutinizer for providing
facility to the members o f the Company to scrutinize the voting and remote e- voting process in a fair and Lransparent
manner.
XIV.
The Chairman shall, at th e AGM, at the end of diSCUSSIon on the resolutions on which voting is to be held, allow voting
with the assistance of s rutini-zer, by use of Ballot Paper for all those members who are present at the AGM but have not
cast their votes by availing the remote e-voting facilIty.
XV.
The Scrutinizer shall after the conclusion of voting at the Annual general mee tin g. will first count the votes cast at the
meeting and thereafter u nblock the votes cast through remote e-voting in the presence of at least two witnesses not in
the employment of the Company and shall make, not IJter t):l an three days of the conclusion of the AGM, a consolidated
scrutinizer's report of the total votes cast in favour or against, if any, to the Ch ai rman or a person authorized by him in
writing, who shall counte rSign the same and declare the result of the 'voting forthwith.
XVI.
The Results d eclared a long WIth the report of the Scruti nizer shall be placed on the website of the Company
www.pawan sutholrlings.com and on the website of NSDL immediate ly after the declaration of result by the Chairman or
a person authoflzed by him in writing. The results shall also be immediately forwarded to the BSe Limited, Mumbai.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 Of THE COMPANIES ACT. 2Q13
ITEM 4: ADOPTION Of NEW SE±"'OF ARTICLES OF ASSOCIATION
The existing Articles of Association ("AoA") are based on the Comp an ies Act,19S6 and several regulations in the existing AoA
contalfl reference to speci fi c ections of the Companies ACl,19 56 and some articles in the existing AoA are no longer in
conformity with the Act. With the enaconent of tne Companies Act, 2013 and substantive sections of the Act which deal with
the general working of the Co panies stand notified, several regulatiO ns in the existing AoA of the company require alteration
and/or deletion.
Given this posi non it IS consi dered expedient to wholly replace the existing AoA by a new set of Articles. The new set of AoA to
be replaced in place of the exis o ng AoA is based on Table F of Sched ule I of the Companies Act, 2013 which sets out the model
AoA for a company limited by shares and also carries forward certai n provisions fro m the existlllg AoA suitably rephrased and
which. are noc in co nnict with the provisions of the Companies Act, 201 3.
.
The proposed new draft of AoA is available for inspection to the shareholders at the registered office of the company on all
working days (except Sacurdays. Sundays and f>ublic Holidays) between 11.00 AM and 1.00 P.M tIll the date of the meeting.
No Director or Key Manageri Personnel of the Company a nd/or their relatives are concerned or interested financially or
otherwise in this item of bus in ss.
The Board recorrunends this Resolution for your Approval.
ITEM 5: APPOINTMENT OF WOMAN (INDEPENDENT DIRECroR
1. Ms. Rachna Bansal (DIN: 05 197599) is a Non-Executive Independent Director of the Company. Ms_ Rachna Bansal does not
hold, by himself or for any other person on a benefiCial basis, any shares in the Company. In terms of Section 149 and other
applicable provisions of the Co mpanies Act. 2013. Mi. Rachna Bans
eing eligible a nd offering himself for appointment is
pMp"" " b,
'pp,;,~d M
'"
',d'p,"d,,, Dlreaoe."
fi'~~ ' ,,~ "P" "" ",,'",", ,f "" " "
~
Annual General Meettng. A nonce has bee n received from a mem be r proposing Ms. Rachna Bansal as a candidate for the
Director of me Company.
Accordingly, the Board recommends the resolution in relation to appoimment of Ms. Rachna Bansal as an Independent
Director, for lhe approval by the shareholders of the Company.
In the opinion of the Board, Ms. Rachna Bansal fulfils me condi tions specified in the Companies Act. 2013 and n.les made
there under for his appointment as an Independent Director of th e Company, Copy o f th e draft letter for appointment of Ms_
Rachna Bansal 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 duri ng nonnal business hours on any working day, induding
Saturday.
None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the
Company.
BRfEF RE.~UME OF THE Of.RECTOR SEEKING APPOINTMENT/ RE-APPO IN TMENT AT TtIE 3'1 I"ANNUA L GENERAL MEETfNG
ANNEXUR6 -1
Jill1!!ary 23.1958
Date of Birth
Date of Appointment
Qualificanons
August 30, 2006
Masters In Business Admin is trati Gn & Bachelor's Degre.e in
Commerce.
He has expertise in guiding CW' rent Business and man<Jwng me
financi al aspects oHhe bU,siness.
Expertise in speCific FUDctloDOII area
J!>ireetorship held in other Companies
Membership/Chairmanship of Commi t tees
across all J>ublic Companies other tha n
8
1
PHL
Number of shares held in t/le Company
Nil
ANNEXURE -2
Da te of DiI-tll
Qualifi cations
January 20,1962 Bachelor's Degree in Arts . E.xpert ise in specific Funeti Dnal area
.......
!i)irectorshlp held in otherCompani ~s
Membership/Chainnansbip ofCoJn m i ees
across OIl) Public Companies other than
She has vast experience and expertise in Iluman Resour ce of me
business.
4
Nil
'PHL
Num ber ofshafcs held Ln tbe Company
Il