NOTICE IS HEREBY GIVEN THAT THE 23RD ANNUAL GENERAL MEETING OF THE MEMBERS OFMAXIMAA SYSTEMS LIMITED WILL BE HELD ON FRIDAY, THE 27TH DAY OF SEPTEMBER, 2013 AT 9:00A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT SURAJ ESTATE, KAILASH ROAD, VALSAD-396 001TO TRANSACT THE FOLLOWING BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013 andthe Profit & Loss Account for the year ended on that date together with the Report ofBoard of Directors and the Auditors thereon.
2. To appoint a Director in place of Dr. Milan Desai who retires by rotation and beingeligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr. Manoj Shah who retires by rotation and beingeligible, offers himself for re-appointment.
4. To appoint M/s D.D. Desai & Associates, Chartered Accountants [Firm RegistrationNo. 102297W] as Statutory Auditors to hold office from the conclusion of this AnnualGeneral Meeting until the conclusion of next Annual General Meeting of the Company and tofix their remuneration.
5. Appointment of Mr.Dipak Mistry as the Director of the Company:
To consider and if thought fit, to pass, with or without modifications, the followingResolutions as an
"RESOLVED THAT Mr.Dipak Mistry who was appointed by the Board of Directorsas an Additional Director of the Company pursuant to the provision of Section 260 of theCompanies Act, 1956 and hold office up to the date of the ensuing Annual General Meetingof the Company and for the appointment of whom the Company has received a notice underSection 257 of the said Act from a shareholder proposing the candidature of Mr.DipakMistry for the office of a Director of the Company, be and is hereby appointed as aDirector of the Company."
6. Power of Board of Directors to borrow funds for the Company under Section293(1)(d):
To consider and, if thought fit, to pass with or without modifications, the followingresolution as an
"RESOLVED THAT pursuant to the provisions of Section 293 (1) (d) of theCompanies Act, 1956 and other enabling provisions, if any, consent of the Company be andis hereby accorded to the Board of Directors of the Company for borrowing any sum or sumsof moneys for and on behalf of the Company, from time to time from any one or morepersons, firms, bodies corporate, bankers, financial institutions, or from others by wayof advances, deposits, loans or otherwise and whether unsecured or secured by mortgage,charge, hypothecation or lien or pledge of the Companys assets and properties,whether movable or immovable or stock-in process and debts, and advances notwithstandingthat the sum or sums of moneys so borrowed together with moneys, if any, already borrowedby the Company (apart from the temporary loans obtained from the Companys bankers inthe ordinary course of business) will or may exceed the aggregate of the paid up capitalof the Company and its free reserves which have not been set apart for any specificpurpose, provided that the total amount upto which the moneys may be borrowed shall not,at any point, exceed the limit of Rs. 50 crores (Rupees Fifty Crores).
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do andperform all such acts, deeds and things as may be necessary, desirable or expedient togive effect to this resolution."
| ||By Order Of the Board Of Directors |
| ||For MAXIMAA SYSTEMS LIMITED |
| ||Nitya Babu |
| ||Company Secretary |
|Place: Valsad || |
|Date: 14.08.2013 || |
|REGISTERED OFFICE: || |
|Suraj Estate, || |
|Kailash Road, || |
|Valsad-396 001 || |
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE ON HIS BEHALF AND SUCH PROXY NEED NOT BE A MEMBER.
2. THE PROXY FORMS, DULY STAMPED AND COMPLETED SHOULD REACH THE REGISTERED OFFICE OFTHE COMPANY AT LEAST 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.
3. Mr. Manoj Shah and Dr. Milan Desai retire by rotation and being eligible offerthemselves for re-appointment at the ensuing Annual General Meeting. The detailspertaining to these directors as required under clause 49 (IV) (G) (i) of the ListingAgreement are furnished in Annexure I to the notice. The relevant details of persons,seeking appointment/re-appointment as Directors under Item nos. 2 and 3 above is annexed.
4. The Register of Members and Share Transfer Books shall remain closed from 23rdSeptember, 2013 to 27th September, 2013 (both days inclusive)
5. Members/Proxies are requested to bring duly filled in attendance slips to themeeting. The form of attendance slip is given at the end of this Annual Report
6. As part of Green Initiative in Corporate Governance the Ministry of CorporateAffairs (MCA), Government of India vide its Circular has allowed paperless compliances byCompanies inter-alia stating that if the Company sends official documents to theirshareholders electronically, it will be in compliance with the provisions of Section 53 ofthe Companies Act, 1956. Keeping this in view, shareholders are requested to update theire-mail ID with their DP.
7. Members are requested to forward all application for Transfer, Demat, and all othershare related correspondence, including intimation of change of address, if any, to theRegistrar and Transfer Agents of the Company at the following address:
M/s. PurvaSharegistry (India) Pvt. Ltd.
Unit :Maximaa Systems Limited
No. 9 Shiv Shakti Industrial Estate, Gound Floor,
J.R. BorichaMarg, Opp. Kasturba Hospital,
Lower Parel, Mumbai 400 011