NOTICE OF GENERAL MEETING

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 23RDANNUAL GENERAL MEETING OF SKS FASTENERS LIMITED (CIN: U27109PN1996PLC131826) WILL BE HELD ON SATURDAY THE 28TH DAY OF SEPTEMBER, 2019 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, 2019.
  2. 2. To appoint a director in place of Mr. Sudhanshu Sushil Bindal (DIN: 00677932) who retires by rotation, and being eligible, offers himself for re-appointment.
  3. 3. To appoint a director in place of Mrs. Meenal Sudhanshu Bindal (DIN: 01682193) who retires by rotation, and being eligible, offers herself for re-appointment.
  4. SPECIAL BUSINESS:

  5. 4. To make contributions towards donations for the financial year 2019-2020 to SKS Community Development Welfare Society and 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 2019-2020 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. 5. To Re-appoint Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year 2019-20 and 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 Members be and is hereby accorded that the Board of Directors, in its meeting held on 22nd June, 2019, on the basis of recommendations of the Audit Committee to re-appoint M/s. JNP & ASSOCIATES, Cost Accountants,(Firm Registration Number 000572)for conducting the audit of the cost records of the Company for the Financial Year 2019-20 commencing from 1st April, 2019 and ending on 31st March, 2020, 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.

RESOLVED FURTHER THAT approval of the Member be accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

  1. 6. To consider reduction in Director’s Remuneration and 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 196, 197 and Schedule V, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) and all other applicable provisions, if any, consent of the Members be and is hereby accorded that on the basis of recommendations of the Nomination and Remuneration Committee and approval of the board of directors in Board meeting dated 31st July 2019 be and are hereby accorded for reduction in Director’s remuneration by 10%.

RESOLVED FURTHER THAT the Board of Directors of the Company may revise the remuneration payable to directors from time to time subject to maximum limit prescribed in Schedule V and for maximum period up to 2021-2022.”

  1. 7. To re-appoint Mr. Sushil Kumar Phoolchand Bindal as Managing Director of the Company for another term of 5 years and 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 196, 197 and Schedule V, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) and all other applicable provisions, if any, on the basis of recommendations of the Nomination and Remuneration Committee approval of the board of directors of the company be and is hereby accorded for Re-appointment of Mr. Sushil Kumar Phoolchand Bindal (DIN 00484253) as a Managing Director of the Company for another term of 5 years starting with effect from 01.04.2019 to 31.03.2024, subject to approval in next General Meeting, upon the terms and conditions set out below, with the liberty to the Board of Directors to alter and vary the terms and conditions.

RESOLVED FURTHER THAT the Board of Directors of the Company may revise the remuneration payable to Mr. Sushil Kumar Phoolchand Bindal, Managing Director from time to time subject to maximum limit prescribed in Schedule V and for maximum period up to 2021-2022.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file the necessary forms with the Registrar of Companies and to take such steps and to do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.”

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 06th  September 2019.

                                                                            

                                                                   Sd/-

                                                          SUSHIL KUMAR PHOOLCHAND 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.

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 06th  September 2019.

                                                                            

                                                                   Sd/-

                                                          SUSHIL KUMAR PHOOLCHAND 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. 4:

 

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 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 KumarBindal-President, Mr. Sudhanshu Bindal-Vice-President, Mrs. Meenal Bindal-Treasurer and Mr. Vinodkumar 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.

 

 

ITEM NO. 5:

 

The Board, on the recommendation of the Audit Committee, has approved the re-appointment of M/s. JNP & ASSOCIATES, Cost Accountants, (Firm Registration Number 000572) for conducting the audit of the cost records of the Company for the Financial Year 2020 commencing from 01ST April, 2019 and ending on 31st March, 2020, 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.5 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.

 

 

ITEM NO. 6:

 

Consequent to the economy slowdown it has been proposed to reduce the Remuneration of Directors by 10% w.e.f.Aug 2019. this also includes Managing Director.As per the provisions of Section 196, 197 and Schedule V, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) and all other applicable provisions, if any, consent of the Members be and is hereby accorded that on the basis of recommendations of the Nomination and Remuneration Committee 15 July 2019 and approval of the board of directors in Board meeting dated 31ST July 2019 be and are hereby accorded for reduction in Director’s remuneration by 10% as mentioned in the slabs below w.e.f 01.08.2019.   

 

ITEM NO. 7:

 

Pursuant to the provisions of Section 196, 197 and Schedule V, of the Companies Act, 2013 and Rules made thereunder,on the basis of recommendations of the Nomination and Remuneration Committee dated 15TH July 2019 and the board of directors in Board meeting dated 31ST July 2019 approval be and are hereby accorded for Re-appointment of Mr. Sushil Kumar Phoolchand Bindal (DIN: 00484253) as a Managing Director of the Company for another term of 5 years starting with effect from 01.04.2019 to 31.03.2024, with the liberty to the Board of Directors to alter and vary the terms and conditions.   

 

Place: Pune                                        FOR & ON BEHALF OF THE BOARD,

Date: 06th  September 2019.

                                                                            

                                                                   Sd/-

                                                          SUSHIL KUMAR PHOOLCHAND BINDAL

                                                          CHAIRMAN & MANAGING DIRECTOR

                                                          (DIN: 00484253)