NOTICE is hereby given that the Twenty'first Annual General Meeting of the Membersof MILTON PLASTICS LIMITED will be held at Registered office of the Company at AsianBuilding, 4th floor, R.Kamani Marg, Ballard Estate, Mumbai 400 001 on Friday, 27thSeptember, 2013 at 9.30 a.m. to transact the following business: -
1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 andthe Profit and Loss Account of the Company for the year ended on that date and the Reportsof the Directors and Auditors thereon.
2. To appoint a Director in place of Shri Bansilal I. Vaghani, who retires by rotation,and being eligible, offers himself for reappointment.
3. To appoint a Director in place of Shri Devendra Negi, who retires by rotation, andbeing eligible, offers himself for reappointment.
4. To appoint Auditors of the Company and to fix their remuneration.
5. To consider and, if thought fit, to pass, with or without any modification(s), thefollowing resolution as an Special Resolution.
"RESOLVED THAT pursuant to the provisions of section 269 read with schedule XIIIand other applicable provisions, if any, of the companies Act, 1956 and subject to otherapprovals, if any, the company hereby approves the appointment of Shri MadhupB.Vaghani, asWhole Time Director of the Company on remuneration of Rs. NILfor a period of 5 years from13th February, 2013.
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts and deeds as may be considered necessary or desirable to implement thisresolution."
6. To considerand, if thought fit, to pass, with or without any modification(s), thefollowing resolution as an Special Resolution.
"RESOLVED THAT pursuant to Section 81 (1A)and other applicable provisions, if any,of the Companies Act, 1956 and the Memorandum and Articles of Association of the Companyand subject to all requisite approvals, consents, permissions, sanctions, and furthersubject to and in accordance with Disclosure and Investor Protection Guidelines, 2000issued by Securities and Exchange Board of India (hereinafter referred to as "SEBI')regarding preferential allotment of shares to select group of persons, Listing Agreementsentered into with the Stock Exchanges and their regulations; and subject to such consents,approvals, permissions or sanctions (general or conditional) as may be required under anylegislation or rules and regulations for the time being in force and subject to thenecessary approvals of the Government of India, Reserve Bank of India and of such otherappropriate authorities and institutions, as may be required under any statutoryprovisions, guidelines, rules, regulations, modifications as may be prescribed or imposedwhile granting such sanctions, approvals, consents, permissions, and which may be agreedto by the Board of Directors of the Company (hereinafter referred to as "theBoard") fresh consent & once again approval of the Company be and is herebyaccorded to the Board to offer, allot and issue on preferential basis 9,50,000 equityshares of Rs. 10/-each fully paid up at a par or at a premium determined as per theguidelines issued by SEBI and agreed to by the shareholders at the general meeting to
|Shri Chiranjiv I Vaghani ||5,80,000 |
|Shri Dinesh I Vaghani ||2,70,000 |
|Shri Madhup B Vaghani ||70,000 |
|Shri Bansilal I Vaghani ||30,000 |
|Total ||9,50,000 |
AND RESOLVED FURTHER THAT:
1. The offer, issue and allotment of the aforesaid Equity Shares shall be made at suchtime or times and on such terms and conditions and with such modifications of the aboveterms and conditions as are permissible under law and as the Board may in its absolutediscretion decide, subject however to the applicable statutory/regulatory provisions andthe SEBI Guidelines on preferential issues.
2. The Equity Shares to be issued shall rank pari-passu with all existing Equity Sharesof the Company.
3. The Board be and is hereby authorised to decide and/or modify the terms andconditions of the issue of the above-mentioned Equity shares.
"AND RESOLVED FURTHER THAT for the purpose of giving effect to this resolution,the Board be and is hereby authorised to do all such acts, deeds, matters and things andto take all steps and do all things and give such directions as may be necessary,expedient or desirable and also to settle any question or difficulties that may arise insuch manner as the Board in its absolute discretion may deem fit and take all steps whichare incidental and ancillary in this connection."
|Registered Office: ||BY ORDER OF THE BOARD |
|Asian Building, 4th floor, R.Kamani Marg, ||For MILTON PLASTICS LIMITED |
|Ballard Estate, Mumbai 400 001. || |
|Date :14th August, 2013 ||B.I.VAGHANI |
|Place: Mumbai ||CHAIRMAN |