portion 2, 1 & 2 floor, a-259, defence colony new delhi ... egm scheduled on 12.12.2016.pdf ·...
TRANSCRIPT
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
NOTICE OF EXTRA ORDINARY GENERAL MEETING
Notice is hereby given that an Extra Ordinary General Meeting of the members of M/S HGS (India) Limited is to be held on Monday, 12th day of December, 2016 at 4:00 p.m. at its registered office at Portion 2, 1st Floor, A-259, Defence Colony, New Delhi-110024 to transact the following business:
SPECIAL BUSINESS:
1. Approval for entering into Related Party Transactions by the Company and in this regard 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 188 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the Company be and is hereby accorded to enter into related party transactions by the Company with HGS Products B.V., a wholly owned subsidiary of the Company registered in the Netherlands and HGS (India) Sales and Services Private Limited, a company incorporated under Companies Act, 2013 for the maximum amounts per annum, as mentioned herein below: Name of the Related Party
Nature of Transactions as per Section 188 of the Companies Act, 2013
Amount in INR
Name of Interested Directors and Nature of Interest
HGS Products B.V.
Sale of Geophones, Geophone strings and parts & accessories
200,000,000 per Financial Year starting with 1st April 2016
HGS Products B.V. is wholly owned subsidiary of the Company registered in the Netherlands.
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
Purchase of Raw Material & Components for manufacturing of Geophones, Geophone strings and parts & accessories and Services related to same
50,000,000 per Financial Year starting with 1st April 2016
Major Brijendra Singh and Mr. Anil Dass are common directors in both the companies. Shareholding of Major Brijendra Singh in HGS Products B.V.: Nil Shareholding of Mr. Anil Dass in HGS Products B.V.: Nil
HGS (India) Sales & Services Private Limited
Sale of Parts and Accessories of Geophysical Equipment
5,000,000 per Financial Year starting with 1st April 2016
Major Brijendra Singh and Mr. Anil Dass are common directors in both the companies. Shareholding of Major Brijendra Singh in HGS (India) Sales and Services Pvt Ltd.: 37.74% Shareholding of Mr. Anil Dass in HGS (India) Sales and Services Pvt Ltd.: 17.47% Shareholding of HGS (India) Limited in HGS (India) Sales and Services Pvt Ltd.: 0.1%
To receive the services of repair of Geophysical Equipment
5,000,000 per Financial Year starting with 1st April 2016
“RESOLVED FURTHER THAT the Board of Directors of the Company and/or a Committee thereof, be and is hereby, authorized to do or cause to be done all such acts, matters, deeds and things and to settle any queries,
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
difficulties, doubts that may arise with regard to any transaction with the related party and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.”
BY ORDER OF THE BOARD For HGS (INDIA) LIMITED
Sd/-
Place: New Delhi (Paresh Kumar Singh) Date: 15th November 2016 Company Secretary
NOTES:
1. A member entitled to attend and vote at the meeting is also entitled
to appoint a proxy to attend and vote on a poll instead of him and
such proxy need not be a member of the Company. Proxies, in order
to be effective, must be received by the Company at the registered
office not less than 48 hours before commencement of the meeting.
2. Shareholders desiring any information as regards Agenda/Resolution
are requested to write to the Company one week in advance, so as
to enable the management to keep the information ready.
3. Shareholders are requested to forward their e-mail addresses
to the Company at [email protected] if they haven’t done so
in order for them to receive any communication from the Company.
4. Members/Proxies should bring the Attendance Slip Duly filled in
for attending the meeting.
5. Corporate members intending to send their authorised
representatives to attend the Meeting are requested to send to the
Company a certified copy of the Board Resolution authorising their
representative to attend and vote on their behalf at the Meeting.
6. Relevant documents referred to in the accompanying Notice and the
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
Statement are open for inspection by the members at the Registered
Office of the Company on all working days between 11.30 A.M. to
1.30 P.M.
7. None of the Directors except Mr. Anil Dass and Maj (R) Brijendra
Singh are interested in the above resolution.
8. In support of the green initiative of the Government, electronic copy
of the notice of this Extra Ordinary General Meeting of the Company
along with Explanatory Notes pursuant to Section 102 of the
Companies Act, 2013, Attendance Slip and Proxy Form is being sent
to all the members whose email IDs are registered with the
Company/Depository Participants(s) for communication purposes
unless any member has requested for a hard copy of the same. For
members who have not registered their email address, physical
copies shall be sent on request.
9. Members may also note that the Notice of this Extra Ordinary
General Meeting and explanatory notes as per Section 102 of the
Companies Act, 2013 are also available on the Company’s website
i.e. www.hgsindia.com for their download.
Statement pursuant to Section 102 (1) of Companies Act, 2013
Item No.: 1
As per provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company can perform the Business proposed in the above resolution with the approval of Board of Directors by passing a Board Resolution which was passed in the meeting of the Board of Directors on 12th August 2016. The law also permits such action even without any resolution to that effect. However, to uphold the principles of shareholders democracy, the Company sought approval of its shareholders by way of proposing a Special Resolution to be passed in the Annual General Meeting of the Company held on 2nd November 2016 which unfortunately could not be passed due to technical reasons as many of the shareholders who voted in favor of the resolution were interested parties and hence their votes were treated as invalid in terms of Section 188 of the Companies Act, 2013.
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
As the business transactions with HGS Products B.V., the wholly owned subsidiary (WOS) of the Company and HGS (India) Sales and Services Pvt. Ltd. are in business interest of the Company and in turn beneficial to each of the shareholders, the Board of Directors in its meeting held on 11th November 2016, suggested to seek an approval of the shareholders by way of passing the proposed resolution as an ordinary resolution. It is once again being reiterated that in terms of Section 188 of the Companies Act, 2013, the Board of Directors is neither required to seek approval of the shareholders for business transactions with HGS Products B.V. as it is a Wholly Owned Subsidiary of the Company nor with HGS (India) Sales and Services Pvt. Limited as the proposed transaction is within the prescribed monetary limit and the transactions with both the companies are held at arm’s length basis and in the ordinary course of business. However, just for the sake of abundant caution as mentioned hereinabove and to uphold Shareholders Democracy, the consent of the shareholders is being sought by way of passing the above resolution as an ordinary resolution. The members are further informed that no member/s or Director/s except Major (R) Brijendra Singh and Mr. Anil Dass and their relatives and related companies are interested in the aforesaid resolution.
BY ORDER OF THE BOARD For HGS (INDIA) LIMITED Sd/-
Place: New Delhi (Paresh Kumar Singh) Date: 15th November 2016 Company Secretary
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
HGS (INDIA) LIMITED
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 U74899DL1986PLC023341
Name of Company HGS (INDIA) LIMITED
Registered Office A-259, 2nd Portion, 1st & 2nd Floor, Defence Colony,
New Delhi-110024
Name of the Member/s
Registered Address
E-mail Id
Folio No.
I, being the member/s of and holding __________________ No. of Equity Shares of the
above named Company, hereby appoint:
1 Name
Address
E-mail Id
Signature
2 Name
Address
E-mail Id
Signature
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
3 Name
Address
E-mail Id
Signature
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the
Extra-Ordinary General Meeting of the Company, to be held on Monday, the 12th day of
December, 2016 at 4.00 p.m. at Portion 2, 1st Floor, A-259, Defence Colony, New
Delhi-110024 and at any adjournment thereof in respect of such resolutions as are
indicated below:
Resolution No. Resolutions/ Subject Matter
1 Approval for entering into Related Party Transactions by the
Company.
Signed this _____________day of __________________ of 2016
A Signature of the Shareholder: ________________________
A Signature of the Shareholder: ________________________
A Signature of the Shareholder: ________________________
Signature of the Proxy holder/s : ________________________
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.
Affix Revenue Stamp
HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,
A-259, Defence Colony New Delhi-110024 India
Phone: +91 (011) 23073189 Fax: +91 (011) 23074195
e-mail:[email protected]
Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772
CIN U74899DL1986PLC023341
HGS (INDIA) LIMITED
Attendance Slip Corporate Identification Number (CIN) – U74899DL1986PLC023341
Registered Office: Portion 2, 1st & 2nd Floor, A-259, Defence Colony, New Delhi-
110024
Tel.: (011) 46066603/04, Fax: (0) 24332771
Visit us at: www.hgsindia.com, Email – [email protected]
Please fill Attendance Slip and hand it over at the entrance of the meeting hall
1 Name(s) of Member(s) including
joint holders, if any (in Block Letter(s)
2 Registered Address of the Sole/ First
named Member
3 Registered Folio No.
4 Number of Shares held
I/We hereby record my/our presence at the Extra-Ordinary General Meeting of the
Members of HGS (India) Limited held on Monday, 12th December, 2016 at 4:00 PM at
Portion 2, 1st Floor, A-259, Defence Colony, New Delhi-110024.
_________________________
Signature of Member / Proxy
11/17/2016 Lajpat Nagar Metro Station to 259, A Block, Block A, Defence Colony Google Maps
https://www.google.co.in/maps/dir/Lajpat+Nagar+Metro+Station,+Lala+Lajpat+Rai+Road,+Lajpat+Nagar,+New+Delhi,+Delhi/259,+A+Block,+Block+A,+... 1/2
Map data ©2016 Google 500 m
1:34 PM - 1:44 PM (10 min)Lajpat Nagar Metro Station to 259, A Block,Block A, Defence Colony
ROUTE MAP TO REACH TO LOCATION OF EXTRA-ORDINARY GENERAL MEETING OF THECOMPANY.
11/17/2016 Lajpat Nagar Metro Station to 259, A Block, Block A, Defence Colony Google Maps
https://www.google.co.in/maps/dir/Lajpat+Nagar+Metro+Station,+Lala+Lajpat+Rai+Road,+Lajpat+Nagar,+New+Delhi,+Delhi/259,+A+Block,+Block+A,+... 2/2
These directions are for planning purposes only. You may ⒘�nd that construction projects,traf⒘�c, weather, or other events may cause conditions to differ from the map results, andyou should plan your route accordingly. You must obey all signs or notices regarding yourroute.
Lala Lajpat Rai Road, Lajpat Nagar, New Delhi, Delhi 110024
New Delhi, Delhi 110024
Tickets and informationDTC - 011 4140 0400
1:34 PM Lajpat Nagar Metro Station
WalkAbout 2 min , 160 m
Use caution - may involve errors or sections not suited for walking
Walk south-west on Lala Lajpat Rai Rd towards Feroze Gandhi Rd Destination will be on the left
1:36 PM
450 Anand Parbat6 min (4 stops)Service run by DTC
1:42 PM
WalkAbout 2 min , 140 m
Use caution - may involve errors or sections not suited for walking
Walk north-east on Bhishma Pitamah Marg towards Varun Marg Pass by Goodrich Global Furnishing India Pvt. Ltd. (on the right in 45 m)
Turn right onto Varun Marg
Turn right at R. P. Grover & Co. onto A Block Destination will be on the right
1:44 PM 259, A Block, Block A, Defence Colony
160 m
MCKR Hospital
Sukhdev Market Kotla
67 m
46 m
31 m