NOTICE is hereby given that the 29th Annual General Meeting ofthe Members of K Z Leasing And Finance Limited will be held on Wednesday 30thSeptember 2015 at 11.00 a.m. at the registered office of the Company at 1stFloor Deshana Chamber B/h. Kadwa Pattidar Wadi Ashram Road Ahmedabad-380014 totransact the following business:
1. To receive consider and adopt the Audited Statement of Profit and Loss Accountended on 31st March 2015 and the Balance Sheet as at that date together withthe Cash flow Statement Report of Board of Directors and the Auditors Reportthereon and to pass with or without modification the following resolution as OrdinaryResolution:
"RESOLVED THAT the Directors' Report to the Shareholders Statement ofProfit and Loss for the year ended 31st March 2015 and the Balance Sheet asat that date the Cash Flow Statement for the year ended 31st March 2015together with the Auditors' Report thereon be and are hereby received and adopted."
2. To appoint a director in place of Mrs. Chaitali Bharatbhai Patel (holding DIN06957559) Director who retires by rotation and being eligible offers herself forreappointment and to pass with or without modification the following resolution asOrdinary Resolution:
"RESOLVED that Mrs. Chaitali Bharatbhai Patel who retires by rotationand being eligible offers herself for re-appointment be and is hereby re-appointedDirector of the Company."
3. To appoint auditors of the Company and to fix their remuneration and to passwith or without modification the following Resolution as Ordinary Resolution:
"RESOLVED that subject to the provisions of Section 139 of the Companies Act2013 and the Rules made there under M/s. J. M. Patel & Brothers CharteredAccountants (ICAI Registration No. 107707W) the retiring auditors be and are herebyreappointed as Auditors of the Company to hold office from the conclusion of 29thAnnual General meeting up to the conclusion of the 34th Annual General Meetingof the Company to audit the accounts of the Company for the financial year ending 31st
March 2015 or any extension thereof at such remuneration as may be mutually agreedupon between the Board of Directors and the auditors plus out of pocket and travellingexpenses."
4. To consider and if thought fit to pass with or without modification thefollowing Resolution as a Special Resolution:
"RESOLVED that in supersession of the resolution passed under section293(1)(d) of the Companies Act 1956 and pursuant to section 180(1)(c) and otherapplicable provision(s) if any of the Companies Act 2013 as amended from time to timethe consent of the Company be is hereby accorded to the Board of the Directors of theCompany (hereinafter referred to as the "Board" which terms shall include anyCommittee thereof for the time being exercising the power conferred Board by thisResolution) for Borrowing from time to time any sum or sum of monies which together withthe monies already borrowed by the Company (apart from temporary loans obtained or to beobtained from companys bankers in the ordinary course of the business) may exceedthe aggregate of the paid-up capital of the Company and its free reserve that is to sayreserve not set apart for any specific purpose provided that the total outstanding amountso borrowed shall not at any time exceeding the limit of Rs. 100 Crore."
"RESOLVED FURTHER that the Board be and is authorised and empowered to arrangeor settle the terms and conditions on which all such monies are to be borrowed from timeto time as to interest repayment securities or otherwise howsoever as it may think fitand to do all such acts deeds and things to execute all such documents instruments andwriting as may be required."
5. To consider and if thought fit to pass with or without modification thefollowing Resolution as a Special Resolution:
"RESOLVED that in supersession of the resolution passed under section293(1)(a) of the Companies Act 1956 and pursuant to section 180(1)(a) and otherapplicable provisions if any of the Companies Act 2013 as amended from time to timethe consent of the Company be is hereby accorded to the Board of the Directors of the
Company (hereinafter referred to as the "Board" which terms shall include anyCommittee thereof for the time being exercising the power conferred Board by thisResolution) of such mortgages charges and hypothecations as may be necessary on theassets of the Company both present and future in such manner as the Board/Committee ofthe Board may direct together with power to take over the management of the Company incertain events to or in favour financial institutions investment institutions and theirsubsidiaries banks mutual funds trusts other body Corporate (hereinafter referred toas the "Lending Agencies") and Trustees for the holders of the debenture/ bondsand/or other instruments which may be issued on private placement basis or otherwise tosecure rupee term loans/ foreign currency loans debenture bonds and other instruments ofan outstanding aggregate value not exceeding Rs. 100 crore together with the interestthereon at the agreed rates further interest liquidated damages premium on pre-paymentor on redemption costs charges expenses and all other money payable by the Company tothe trustees under the trust deed and to the Lending Agencies under their respectiveagreements/ loans agreements/ debenture trust deeds entered/to be entered into by theCompany in respect of the said borrowing"
"RESOLVED FURTHER that the Board be and is hereby authorise to finalize withthe Lending Agencies/ Trustees the documents for creating the aforesaid mortgagescharges and/ or hypothecations and to accept any modification to or to modify alter orvary the terms and conditions of the aforesaid documents and to do all such acts andthings and to execute all such documents as may be necessary for giving effect to thisResolution."
6. To consider and if thought fit to pass with or without modification(s)the following as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 188 and other applicableprovisions if any of the Companies Act 2013 and relevant rules made there under(including any statutory modification(s) or re-enactment thereof for the time being inforce) the consent of the members be and is hereby accorded to Board of Directors toenter into any contract or arrangements with related parties namely A.K. Patel & Co.J.K. Patel & Co. A. Patel & Company and H.K. Patel & Co. as well as with KeyManagerial Personnel and their relatives as mentioned in AOC-2 with respect to salepurchase or supply of any goods or materials selling or otherwise disposing of orbuying leasing of property of any kind availing or rendering of any servicesappointment of agent for purchase or sale of goods materials services or property orotherwise disposing of any goods materials or property or availing or rendering of anyservices or appointment of such related party to any office or place of profit in theCompany or its subsidiary or associate Company or reimbursement of any transaction or anyother transaction of whatever nature with related parties upto Rs. 25 Crore for each typeof transaction.
"RESOLVED FURTHER THAT the board of directors of the Company be and is herebyauthorized to take such steps as may be necessary for obtaining approvals statuarycontractual or otherwise in relation to the above and to settle all matters arising outof and incidental thereto and to sign and execute all deeds applications documents andwritings that may be required on behalf of the Company and generally to do all actsdeeds matters and things that may be necessary proper expedient or incidental theretofor the purpose of giving effects to this Resolution."
|1st Floor Deshna Chamber ||BY ORDER OF THE BOARD || |
|B/h Kadva Patidar Wadi ||FOR K Z LEASING AND FINANCE LTD. || |
|Ashram Road || || |
|Ahmedabad 380014. || || |
|Date: 27-08-2015 || || |
| ||Sd/- ||Sd/- |
| ||Pravinkumar K Patel ||Ankit P Patel |
| ||(Chairman and Managing Director) ||(Director) |
| ||(DIN: 00841628) ||(DIN: 02901371) |