NOTICE OF GENERAL MEETING

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 22NDANNUAL GENERAL MEETING OF SKS FASTENERS LIMITED (CIN: U27109PN1996PLC131826) WILL BE HELD ON FRIDAY THE 21ST DAY OF SEPTEMBER, 2018 AT 3.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 1990, AMBETHAN ROAD, CHAKAN, TAL. RAJGURUNAGAR, DIST. PUNE-410501 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

  1. 1. To consider and adopt the Board’s Report, the Audited Balance Sheet and Statement of Profit & Loss for the financial year ended on 31stMarch, 2018.
  2. 2. To appoint a director in place of Mr. Rajiv Kumar Agarwal (DIN: 00535060) who retires by rotation, and being eligible, offers himself for re-appointment.
  3. 3. To appoint a director in place of Mr. Vinodkumar Jain (DIN: 00484344) who retires by rotation, and being eligible, offers herself for re-appointment.
  4. 4. To re-appoint auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS:

  1. 5.To re-appoint Mr. Sanwarmall Changoiwala (DIN: 00247785) as an Independent Director, pass the following resolution as a SPECIAL RESOLUTION:

    “RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions under the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sanwarmall Changoiwala (DIN: 00247785) who was appointed as an Independent Director and who holds office of
Independent Director up to the conclusions of this Annual General Meeting and being eligible, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.”

  1. 6. To consider and if thought fit, to pass with or without modifications the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013 and other applicable provisions, if any of the said Act and rules made there under, consent of the Company be and is hereby given to the Board of Directors of the Company to make contributions towards donations for the financial year 2018-2019 to SKS Community Development Welfare Society, of the amount exceeding 5% of the average Net Profits of the Company for the immediately preceding three financial years.

  1. 7. To consider and if thought fit, to pass with or without modifications the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if
any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (the Rules), consent of the Company be and is hereby accorded to appoint M/s. JNP & ASSOCIATES, Cost Accountants,(Firm Registration Number 000572), appointed by the Board of Directors of the Company as Cost Auditor,in the casual vacancy caused by resignation of Mr. D K Vatsyayan & Associates,for conducting the audit of the cost records of the Company for the Financial Year 2019 commencing from 1st April, 2018 and ending on 31st March, 2019, be paid remuneration as per mutually decided by board and cost auditor plus taxes as may be applicable and reimbursement of such other out of pocket expenses, if any, as may be incurred by them during the course of Audit.

RESOLVED FURTHER THAT

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 11th  August 2018.

                                                                            

                                                                   Sd/-

                                                          SUSHIL   KUMAR BINDAL

                                                CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)

NOTES:          

  1. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

 

  1. 2. THE INSTRUMENT APPOINTING THE PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND MUST BE SENT TO THE COMPANY SO AS TO REACH AT IT’S REGISTERED OFFICE NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

 

  1. 3. MEMBERS HOLDING PHYSICAL SHARES ARE REQUESTED TO SEND COMPLETE DRF (DEMAT REQUEST FORM) ALONGWITH THE SHARE CERTIFICATES TO THE COMPANY TO CONVERT THE PHYSICAL SHARES INTO ELECTRONIC FORMAT BY AVAILING THE FACILITY OF DEMATERIALISATION OF SHARES.

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 11st August, 2018.

                                                                  

                                                                    Sd/- 

                                                                            

                                                          SUSHIL   KUMAR BINDAL

                                                CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)              

 

STATEMENT TO BE ANNEXED TO NOTICE IN PURSUANCE OF THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013.

 

ITEM NO. 5:

 

Mr. Sanwarmall Changoiwala was appointed as a Director of the Company on1st September 2013. The Board of Directors designated him as the Independent Director for a period of five years and liable to retire by rotation.  

 

The Members of the Company had, by a resolution passed at the Annual General Meeting held on 28th September 2013, and approved his reappointment as Independent Director for a further period of first term of five years from 28th September 2013.

 

In view of the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions under the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sanwarmall Changoiwala (DIN: 00247785) who was appointed as an Independent Director and who holds office of Independent Director up to the conclusions of this Annual General Meeting and being eligible, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

The Board of Directors, therefore, recommends that the Resolution set out at item no. 5 of the Notice convening the meeting be approved and passed.

No Director, Key Managerial Personnel or their relatives, except Mr. Sanwarmall Changoiwala to whom this resolution relates is interested or concerned in the resolution set out at item no.5 of the Notice.

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 11st August, 2018.

                                                                  

                                                                    Sd/- 

                                                                            

                                                          SUSHIL   KUMAR BINDAL

                                                CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)              

 

 

ITEM NO. 6:

 

Section 181 of the Companies Act, 2013, inter-alia provides that, the Board of Directors of the Company shall not, except with the prior permission of the Company in General Meeting contribute to charitable and other funds of any amount the aggregate of which is not exceeding in any financial year 5% of its average Net Profits during the three immediately preceding financial years.  

 

Hence, the Board now seeks the members’ consent, i.e. prior permission for donations.

 

In respect of this resolution Mr. Sushil Kumar Bindal-President, Mr. Sudhanshu Bindal-Vice-President, Mrs. Meenal Bindal-Treasurer and Mr. Vinod Jain-Secretary (all being Directors of the Company) are interested and concerned in the present business item, being all of them associated with the SKS Community Development Welfare Society, in the capacities mentioned against their names.

None of the other Directors are or deemed to be concerned or interested in the resolution.

The Directors recommend this resolution for your approval.

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 11st August, 2018.

                                                                  

                                                                    Sd/- 

                                                                            

                                                          SUSHIL   KUMAR BINDAL

                                                CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)              

 

STATEMENT TO BE ANNEXED TO NOTICE IN PURSUANCE OF THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013.

 

ITEM NO. 7:

M/s D K Vatsyayan & Associates, (Firm Reg.No. 101533), Cost Accountants, Office-P227, Mayur Trade Center, 2nd Floor, Chinchwad,Pune-411019 has resigned from the post of Cost Auditors of the Company.Hence, as per Section 148 of the Companies Act, 2013, the company intends to appoint the new Cost Auditors of the company.

 

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. JNP & ASSOCIATES, Cost Accountants,(Firm Registration Number 000572), through its partner Pradip Ramchandra Palande, bearing Membership No. 34458,appointed by the Board of Directors of the Company as new Cost Auditors, in the casual vacancy caused by resignation of Mr.D K Vatsyayan & Associates, for conducting the audit of the cost records of the Company for the Financial Year 2019 commencing from 1st April, 2018 and ending on 31st March, 2019, be paid remuneration as mutually decided by board and cost auditor plus taxes as may be applicable and reimbursement of such other out of pocket expenses, if any, as may be incurred by them during the course of Audit.

 

The Board recommends the approval to JNP & ASSOCIATES, Cost Accountants for conducting the cost audit and passing of the resolution set out at item no. 7 of the Notice.

 

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the passing of the resolution.

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 11st August, 2018.

                                                                  

                                                                    Sd/- 

                                                                            

                                                          SUSHIL   KUMAR BINDAL

                                                CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)