NOTICE NOTICE is hereby given that the 23rd Annual General ...
NOTICE NOTICE is hereby given that the 23rd Annual General Meeting of VIDYA MANDIR CLASSES LIMITED will be held on Friday 25th September, 2015 at the Registered Office of the Company Situated at 3RD FLOOR, AGGARWAL CORPORATE HEIGHTS, PLOT NO A-7, NETAJI SUBHASH PLACE, DISTT CENTRE, WAZIRPUR, NEW DELHI-110034 at 10.00 A.M. to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2015 and the Balance Sheet as on that date together with the Reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Sandeep Mehta, who retires by rotation and being eligible for re-appointment. 3. To Ratify the appointment of the Auditors and to fix their remuneration and in this regard pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the Company hereby ratifies the appointment of M/s Kailash Sushil & Associates, Chartered Accountants (Firm Registration No 003952N), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016 at such remuneration plus service tax, out-of-pocket expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.” Special Business: 4.
Regularisation of Mr. Raman Bajaj (DIN: 06594139) as Director of the Company To appoint Mr. Raman Bajaj (DIN: 06594139) as Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Raman Bajaj (DIN: 06594139), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the company liable to retire by rotation.”
5.
Regularization of Mr. Sunil Malhotra (DIN: 07143576) as Director of the Company To appoint Mr. Sunil Malhotra (DIN: 07143576) as Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sunil Malhotra (DIN: 07143576), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the company liable to retire by rotation.”
6.
Appointment of Secretarial Auditor To appoint M/s A.K.Verma & Co. ,Company Secretaries, New Delhi as Secretarial Auditor of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant provisions of Section 204 of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Other applicable provisions of the Act and pursuant to relevant provisions of Article of Association of the Company, consent of the Company be and hereby accorded to re-appoint M/s A.K.Verma & Co., Company Secretaries, New Delhi as Secretarial Auditor for Financial Year 2015-2016”
7.
Adoption Of New Set Of Articles Of Association To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Articles of Association of the Company be and are hereby altered by replacing all the existing regulations with the new regulations as contained in Table F of Schedule-I of the Companies Act 2013, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Articles of Association of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.” 8
Adopt New Set Of Incidental Object Clause And Alteration Of Other Objects By Way Of Deletion As Per The Provision Of The Companies Act, 2013. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Sections 4, 13 and other applicable provisions of the Companies Act, 2013 if any, Clause III (B) of the objects that are incidental or ancillary to the attainment of the main objects of the Memorandum of Association be and hereby approved and be replaced with new set of incidental object MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) RESOLVED FURTHER THAT pursuant to the provisions of Section 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or reenactment thereof), and subject to necessary approval(s) if any, from the competent authorities, the Other Objects Clause of the Memorandum of Association of the Company be removed by completely deleting the clause III (C) in compliance of the provisions of the Companies Act, 2013. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.”
9.
Amendment of The Liability Clause Of The Memorandum Of Association To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), Clause IV of the Memorandum of Association be and is hereby altered by replacing the existing Clause IV with the following new Clause IV: Clause IV: “The liability of members is limited and this liability is limited to the amount unpaid on shares held by them.”
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.” 10.
To make amendment in terms of remuneration of Mr. Sandeep Mehta as whole time Director of the company. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to section 196, section 197, Schedule V of the Companies Act, 2013, rules made thereto, other provisions of the Companies Act, 2013 as may be applicable, provisions of Article of Association of the company, Recommendation of remuneration Committee, amendment in terms of remuneration maximum amount of remuneration to be paid in the event of inadequacy of profits in any financial year with consent of the shareholder be and hereby for changes made according to Schedule V Part II Section II Remuneration increased of Mr. Sandeep Mehta(Whole Time Director) with the approval of the shareholder as Special resolution even Company have inadequate profit, , his salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from 29th September, 2014 for the remainder of the tenure of his contract, as set out in the upon the terms and condition set out in explanatory statement Explanatory Statement annexed to the Notice convening this meeting. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.” RESOLVED FURTHER THAT Mr. Ashok Kumar Verma, Practicing Company Secretary be and is hereby authorized to certify such form as may be necessary and upload the same on MCA portal.” For and on behalf of the Board FOR VIDYA MANDIR CLASSES LIMITED
Sd/Sandeep Mehta (Whole Time Director) DIN: 00393459 R/o: 19/20, Punjabi Bagh,Delhi, 110026
Place: New Delhi Date: 11/08/2015
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“the Meeting”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER. 2. THE INSTRUMENT APPOINTING PROXY/PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING IN RESPECT OF ITEM NO (ITEM NO 4 TO ITEM NO 9 OF SPECIAL BUSINESS) IS ANNEXED HERETO AND FORMS PART OF NOTICE. 4. THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP ARE BEING SENT IN ELECTRONIC MODE TO MEMBERS WHOSE EMAIL ADDRESS ARE REGISTERED WITH THE COMPANY UNLESS THE MEMBERS HAVE REGISTERED THEIR REQUEST FOR THE HARD COPY OF THE SAME. PHYSICAL COPY OF THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP ARE BEING SENT TO THOSE MEMBERS WHO HAVE NOT REGISTERED THEIR EMAIL ADDRESS WITH THE COMPANY. MEMBERS WHO HAVE RECEIVED THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP IN ELECTRONIC MODE ARE REQUESTED TO PRINT THE ATTENDANCE SLIP AT THE REGISTRATION COUNTER AT THE AGM
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 4 The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mr. Raman Bajaj (DIN: 06594139), as an Additional Director of the Company with effect from 26/05/2015. In terms of the provisions of Section 161(1) of the Act, Mr. Raman Bajaj would hold office up to the date of the ensuing Annual General Meeting. Mr. Raman Bajaj is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director liable to retire by rotation. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Raman Bajaj is appointed as Director. Copy of the draft letter for appointment of Mr. Raman Bajaj as Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company.
None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.
Item No. 5 The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mr. Sunil Malhotra (DIN: 07143576), as an Additional Director of the Company with effect from 26/05/2015. In terms of the provisions of Section 161(1) of the Act, Mr. Sunil Malhotra would hold office up to the date of the ensuing Annual General Meeting. Mr. Sunil Malhotra is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director liable to retire by rotation. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Sunil Malhotra is appointed as Director. Copy of the draft letter for appointment of Mr. Sunil Malhotra as Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board commends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.
Item No. 6 As per the provisions of Section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company being a Subsidiary of Listed Company shall be subject to Secretarial Audit from Practicing Company Secretary. The Board hereby recommends to re-appoint M/s A.K.Verma & Co., Company Secretaries, having experience of more than 19 years of Corporate Services in field of Corporate Laws as Secretarial Auditor of Company. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions. The Board commends the Ordinary Resolutions set out at Item No.6 of the Notice for approval by the shareholders.
Item No. 7 The Existing Regulations of Articles of Association are replaced by the new set of regulations of Articles of Association as per table F of the Schedule I of the Companies Act 2013. The modification in the Articles of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. New set of regulations of Articles of Association is attached herewith separately in Annexure A. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. The Board commends the Special Resolutions set out at Item No.7 of the Notice for approval by the shareholders.
Item No. 8 In order to comply with the provisions of the Companies Act, 2013, the Company needs to amend the title of clause III (B) Objects Clause of the Memorandum of Association. Further in order to comply with the provisions of Section 4(1) (c), 13 and other applicable provisions, if any, of the Companies Act, 2013, the Company needs to delete the Other Objects Clause from the Memorandum of Association. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.8 of the Notice for approval by the shareholders.
Item No. 9 In order to comply with the provisions of Section 4(1) (d) (i), 13 and other applicable provisions, if any, of the Companies Act, 2013, the Company needs to alter the Liability Clause of the Memorandum of Association. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013.
Consent of the shareholders by passing a Special Resolution is required in this regard. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.9 of the Notice for approval by the shareholders
Item No 10 In order to comply with the provisions of Article of Association of the company, Recommendation of remuneration Committee, amendment in terms of remuneration maximum amount of remuneration to be paid in the event of inadequacy of profits in any financial year with consent of the shareholder be and hereby for changes made according to Schedule V Part II Section II Remuneration increased of Mr. Sandeep Mehta(Whole Time Director) with the approval of the shareholder as Special resolution even Company have inadequate profit, , his salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from 25th September, 2015 for the remainder of the tenure of his contract None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution except Mr. Sandeep Mehta to the Extent of Remuneration which may be Given to Him at the time of Inadequacy of the profits of the Company.The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.10 of the Notice for approval by the shareholders
Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN Name of the company Registered office
: : :
U74899DL1992PLC049025 VIDYA MANDIR CLASSES LIMITED 3RD FLOOR, AGGARWAL CORPORATE HEIGHTS, PLOT NO A-7, NETAJI SUBHASH PLACE, DISTT CENTRE, WAZIRPUR, New Delhi-110034
Name of the member (s) : Registered address : E-mail Id: Folio No/ Client Id : DP ID :
I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name : …………………… Address : E-mail Id : Signature :……………., or failing him 2. Name : …………………… Address: E-mail Id : Signature:……………., or failing him 3. Name : …………………… Address: E-mail Id: Signature:……………. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual general meeting of the company, to be held on the 25th day of September, 2015 At 10:00 A.M. at 3rd Floor, Aggarwal Corporate Heights, Plot No A-7, Netaji Subhash Place, Distt Centre, Wazirpur, New Delhi-110034 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. 1…………………………………. 2…………………………………. 3…………………………………. 3…………………………………. 4. ………………………………… 5. ………………………………… 6. ………………………………… 7………………………………….
Signed this…… day of……… 20…. Signature of shareholder
Affix Revenue Stamp
Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
Regularisation of Mr. Raman Bajaj (DIN: 06594139) as Director of the Company To appoint Mr. Raman Bajaj (DIN: 06594139) as Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Raman Bajaj (DIN: 06594139), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the company liable to retire by rotation.”
5.
Regularization of Mr. Sunil Malhotra (DIN: 07143576) as Director of the Company To appoint Mr. Sunil Malhotra (DIN: 07143576) as Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sunil Malhotra (DIN: 07143576), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the company liable to retire by rotation.”
6.
Appointment of Secretarial Auditor To appoint M/s A.K.Verma & Co. ,Company Secretaries, New Delhi as Secretarial Auditor of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant provisions of Section 204 of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Other applicable provisions of the Act and pursuant to relevant provisions of Article of Association of the Company, consent of the Company be and hereby accorded to re-appoint M/s A.K.Verma & Co., Company Secretaries, New Delhi as Secretarial Auditor for Financial Year 2015-2016”
7.
Adoption Of New Set Of Articles Of Association To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Articles of Association of the Company be and are hereby altered by replacing all the existing regulations with the new regulations as contained in Table F of Schedule-I of the Companies Act 2013, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Articles of Association of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.” 8
Adopt New Set Of Incidental Object Clause And Alteration Of Other Objects By Way Of Deletion As Per The Provision Of The Companies Act, 2013. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Sections 4, 13 and other applicable provisions of the Companies Act, 2013 if any, Clause III (B) of the objects that are incidental or ancillary to the attainment of the main objects of the Memorandum of Association be and hereby approved and be replaced with new set of incidental object MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) RESOLVED FURTHER THAT pursuant to the provisions of Section 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or reenactment thereof), and subject to necessary approval(s) if any, from the competent authorities, the Other Objects Clause of the Memorandum of Association of the Company be removed by completely deleting the clause III (C) in compliance of the provisions of the Companies Act, 2013. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.”
9.
Amendment of The Liability Clause Of The Memorandum Of Association To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), Clause IV of the Memorandum of Association be and is hereby altered by replacing the existing Clause IV with the following new Clause IV: Clause IV: “The liability of members is limited and this liability is limited to the amount unpaid on shares held by them.”
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies NCT of Delhi & Haryana.” 10.
To make amendment in terms of remuneration of Mr. Sandeep Mehta as whole time Director of the company. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to section 196, section 197, Schedule V of the Companies Act, 2013, rules made thereto, other provisions of the Companies Act, 2013 as may be applicable, provisions of Article of Association of the company, Recommendation of remuneration Committee, amendment in terms of remuneration maximum amount of remuneration to be paid in the event of inadequacy of profits in any financial year with consent of the shareholder be and hereby for changes made according to Schedule V Part II Section II Remuneration increased of Mr. Sandeep Mehta(Whole Time Director) with the approval of the shareholder as Special resolution even Company have inadequate profit, , his salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from 29th September, 2014 for the remainder of the tenure of his contract, as set out in the upon the terms and condition set out in explanatory statement Explanatory Statement annexed to the Notice convening this meeting. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.” RESOLVED FURTHER THAT Mr. Ashok Kumar Verma, Practicing Company Secretary be and is hereby authorized to certify such form as may be necessary and upload the same on MCA portal.” For and on behalf of the Board FOR VIDYA MANDIR CLASSES LIMITED
Sd/Sandeep Mehta (Whole Time Director) DIN: 00393459 R/o: 19/20, Punjabi Bagh,Delhi, 110026
Place: New Delhi Date: 11/08/2015
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“the Meeting”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER. 2. THE INSTRUMENT APPOINTING PROXY/PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. AN EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING IN RESPECT OF ITEM NO (ITEM NO 4 TO ITEM NO 9 OF SPECIAL BUSINESS) IS ANNEXED HERETO AND FORMS PART OF NOTICE. 4. THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP ARE BEING SENT IN ELECTRONIC MODE TO MEMBERS WHOSE EMAIL ADDRESS ARE REGISTERED WITH THE COMPANY UNLESS THE MEMBERS HAVE REGISTERED THEIR REQUEST FOR THE HARD COPY OF THE SAME. PHYSICAL COPY OF THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP ARE BEING SENT TO THOSE MEMBERS WHO HAVE NOT REGISTERED THEIR EMAIL ADDRESS WITH THE COMPANY. MEMBERS WHO HAVE RECEIVED THE NOTICE OF AGM, ANNUAL REPORT AND ATTENDANCE SLIP IN ELECTRONIC MODE ARE REQUESTED TO PRINT THE ATTENDANCE SLIP AT THE REGISTRATION COUNTER AT THE AGM
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 4 The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mr. Raman Bajaj (DIN: 06594139), as an Additional Director of the Company with effect from 26/05/2015. In terms of the provisions of Section 161(1) of the Act, Mr. Raman Bajaj would hold office up to the date of the ensuing Annual General Meeting. Mr. Raman Bajaj is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director liable to retire by rotation. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Raman Bajaj is appointed as Director. Copy of the draft letter for appointment of Mr. Raman Bajaj as Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company.
None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.
Item No. 5 The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mr. Sunil Malhotra (DIN: 07143576), as an Additional Director of the Company with effect from 26/05/2015. In terms of the provisions of Section 161(1) of the Act, Mr. Sunil Malhotra would hold office up to the date of the ensuing Annual General Meeting. Mr. Sunil Malhotra is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director liable to retire by rotation. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Sunil Malhotra is appointed as Director. Copy of the draft letter for appointment of Mr. Sunil Malhotra as Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board commends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.
Item No. 6 As per the provisions of Section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company being a Subsidiary of Listed Company shall be subject to Secretarial Audit from Practicing Company Secretary. The Board hereby recommends to re-appoint M/s A.K.Verma & Co., Company Secretaries, having experience of more than 19 years of Corporate Services in field of Corporate Laws as Secretarial Auditor of Company. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions. The Board commends the Ordinary Resolutions set out at Item No.6 of the Notice for approval by the shareholders.
Item No. 7 The Existing Regulations of Articles of Association are replaced by the new set of regulations of Articles of Association as per table F of the Schedule I of the Companies Act 2013. The modification in the Articles of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. New set of regulations of Articles of Association is attached herewith separately in Annexure A. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. The Board commends the Special Resolutions set out at Item No.7 of the Notice for approval by the shareholders.
Item No. 8 In order to comply with the provisions of the Companies Act, 2013, the Company needs to amend the title of clause III (B) Objects Clause of the Memorandum of Association. Further in order to comply with the provisions of Section 4(1) (c), 13 and other applicable provisions, if any, of the Companies Act, 2013, the Company needs to delete the Other Objects Clause from the Memorandum of Association. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.8 of the Notice for approval by the shareholders.
Item No. 9 In order to comply with the provisions of Section 4(1) (d) (i), 13 and other applicable provisions, if any, of the Companies Act, 2013, the Company needs to alter the Liability Clause of the Memorandum of Association. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013.
Consent of the shareholders by passing a Special Resolution is required in this regard. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.9 of the Notice for approval by the shareholders
Item No 10 In order to comply with the provisions of Article of Association of the company, Recommendation of remuneration Committee, amendment in terms of remuneration maximum amount of remuneration to be paid in the event of inadequacy of profits in any financial year with consent of the shareholder be and hereby for changes made according to Schedule V Part II Section II Remuneration increased of Mr. Sandeep Mehta(Whole Time Director) with the approval of the shareholder as Special resolution even Company have inadequate profit, , his salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary, with effect from 25th September, 2015 for the remainder of the tenure of his contract None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution except Mr. Sandeep Mehta to the Extent of Remuneration which may be Given to Him at the time of Inadequacy of the profits of the Company.The relevant documents are available for inspection by the members during working hours in registered office of the company. The Board commends the Special Resolutions set out at Item No.10 of the Notice for approval by the shareholders
Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN Name of the company Registered office
: : :
U74899DL1992PLC049025 VIDYA MANDIR CLASSES LIMITED 3RD FLOOR, AGGARWAL CORPORATE HEIGHTS, PLOT NO A-7, NETAJI SUBHASH PLACE, DISTT CENTRE, WAZIRPUR, New Delhi-110034
Name of the member (s) : Registered address : E-mail Id: Folio No/ Client Id : DP ID :
I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name : …………………… Address : E-mail Id : Signature :……………., or failing him 2. Name : …………………… Address: E-mail Id : Signature:……………., or failing him 3. Name : …………………… Address: E-mail Id: Signature:……………. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual general meeting of the company, to be held on the 25th day of September, 2015 At 10:00 A.M. at 3rd Floor, Aggarwal Corporate Heights, Plot No A-7, Netaji Subhash Place, Distt Centre, Wazirpur, New Delhi-110034 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. 1…………………………………. 2…………………………………. 3…………………………………. 3…………………………………. 4. ………………………………… 5. ………………………………… 6. ………………………………… 7………………………………….
Signed this…… day of……… 20…. Signature of shareholder
Affix Revenue Stamp
Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
