NOTICE TO THE SHAREHODLERS
NOTICE is hereby given that the 23rd Annual General Meeting of the Members of WinsomeYarns Limited will be held on Wednesday the 12th day of February 2014 at 11.30 a.m. atPHD Chamber of Commerce and Industry Regional Office PHD House Sector31-A Chandigarhto transact the following business:
Item No.:-1. To receive consider and adopt the Audited Profit & Loss Accountfor the financial year ended 30th September 2013 and the Balance Sheet as at that datetogether with the Reports of the Directors and Auditors thereon.
Item No.:- 2. To appoint a Director in place of Shri Satish Bagrodia who retiresby rotation and being eligible offers himself for re-appointment.
Item No.:- 3. To consider and if thought fit to pass with or withoutmodification(s) the following Resolution as an Ordinary Resolution:
"RESOLVED THATM/sLodha&Co. Chartered Accountants (Firm Registration No.301051E) be and are hereby appointed as Statutory Auditors of the company from theconclusion of this Annual General Meeting till the conclusion of the next Annual GeneralMeeting of the company on a remuneration to be decided by the Board of Directors."
Item No. 4:-To consider and if thought fit to pass with or without modification thefollowing resolution as Ordinary Resolution.
"RESOLVED THAT Shri Pradeep Kumar who was appointed as an Additional Directorwith effect from 30.09.2013 by the Board and who hold office as such upto the date of thisAnnual General Meeting and in respect of whom notice under Section 257 of the CompaniesAct 1956 have been received from the membersignifying his intention to propose ShriPradeep Kumar as a candidate for the office of Director of the Company be and is herebyappointed as a Director of the Company."
Item No. 5:-To consider and if thought fit to pass with or without modification thefollowing resolution as Ordinary Resolution.
"RESOLVED THAT Shri Rohtash Kumar Kucheria who was appointed as an AdditionalDirector with effect from 30.09.2013 by the Board and who hold office as such upto thedate of this Annual General Meeting and in respect of whom notice under Section 257 of theCompanies Act 1956 have been received from the member signifying his intention to proposeShri Rohtash Kumar Kucheria as a candidate for the office of Director of the Company beand is hereby appointed as a Director of the Company."
Item No. 6 :-To consider and if thought fit to pass with or without modification thefollowing resolution as Special Resolution.
"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and otherapplicable provisions of the Companies Act 2013 (including any amendment thereto orre-enactment thereof) the consent of the shareholders be and is hereby accorded to Boardof Directors (hereinaftercalled "the Board" which term shall be deemed toinclude any Committee thereof which the Board may have constituted or hereinafterconstitute to exercise its powers including the powers conferred by this resolution andwith the power to delegate such authority to any person or persons) to mortgage and/orcharge any movable and/ or immovable properties of the Company wherever situated bothpresent and future or to sell lease or otherwise dispose off the whole or substantiallythe whole of the undertaking of the Company or where the Company owns more than oneundertaking of the whole or substantially the whole of any such undertaking(s) and tocreate a mortgage/ and/ or charge on such terms and conditions at such time(s) and insuch form and manner and with such ranking as to priority as the Board in its absolutediscretion thinks fit on the whole or substantially the whole of the Company's any one ormore of the undertakings or all of the undertakings of the Company in favour of anybank(s) or body(ies) corporate or person(s) whether shareholders of the Company or nottogether with interest cost charges and expenses thereon.
"RESOLVED FURTHER THAT the securities to be created by the Company aforesaidmay rank prior/ pari passu/ subservient with/to the mortgages and/or charges alreadycreated or to be created by the company as may be agreed to between the concernedparties".
"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all suchacts deeds and things and to sign all such documents and writings as may be necessaryexpedient and incidental thereto to give effect to this resolution and for matterconnectedtherewith orincidental thereto."
| ||By order of the Board |
|Dated :25.11.2013 ||SATISH BAGRODIA |
|Place : Chandigarh ||Chairman |