pawansut j{o{dings limited notice_pawansut hldings ltd.pdf · brief resume of the irectors seeking...

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- P awansut J{o{dings Limited Regd.O fiee : 415, Usha iran Building, Commercial omplex , Azadpur, Delhi-ll0033 Phone: Jl1-27676399 Fax No. : 011-47039000 Email : i1fo@pa wansuthold ings.com, Website: www.pawansutholdings.com CIN : N..O..I.!..CE Notice IS hereby given dlat the Thirty- First Annual General Meeting of the members of Mis Pawansut Holdings Limited (CIN NO: L6S929DL1984PLC019S06) will be held on Wednesday, 30 th September, 2015 at 12.00 Noon at Shalimar Bagh Club, Plot No.9. Block, Community Centre, Club Road, Shalimar Bagh, Delhi- 110 088 to U-ansact the following business: ORDINARY BUSINESS 1. To receive, considelo' and ado t Audited Balance Sheet (or the finand al ye ar ended 31st March, 2015 and Statement of Profit & Loss Account for financ i<l year ended on that date along with Reports o( the Board of Directors and Auditors thereon . 2. To appoint a Director in place of Mr. Pradeep Kumar Jindal (DIN 000 49715), who r eClres by rotation, and being eligible, offers hImself for re-appointmenL 3. To appoint AudItors and fi x th eir remuneration and in this regard to consider and If thought fit, to pass, with or wimout moditication(s) . the (ollowing re solution as an Ordinary Resolution: "RESOLVED THAT pursua nt to the prOvisions o( Section 139 (2) a nd 142(1) of the Co mpanies Act, 2013 the Re · appointmenc of the Statutory Auditors of Co m pany Mis. S. K. Singla & AsSOCiates , Chartered Acco u n tan ts (Firm RegIstration No. 005903N), be and are hereby ratlfied by the members of the company for the financial year 20 15 -2016 at such remuneration as may be determined by the BOilrd of Directors of the Company." SPECIAL BUSINESS 4. ADOPTION OF NEW SET OF ARTICLES Of ASSOCIATION: To adopt new set of Articles of Association contJli[ling Articles in conformity with the Comparues Act, 2013 and in this regard to cons ider and if mought fit, to pass, the follow lT'! g resolution as a Spedal Resol ution: "RESOLVED THAT pursuant to the provisions of Section 14 and aU o ther applicable provisions, if any, of lhe Companies Act.. 2013read with Companies (I ncorporation) Rules, 2014 (Including any sratutory mo dificatlOn(s) or re·enactment thereof, for the orne being 10 force). the e >.isting An,icles of Association of the com pany be an d is hereby replaced widJ the new set of Articles of Associauon and e said new Articles of Association be and is hereby approved and adopted as the Articles o( Association of the company in place of. in substitution and to the ent ire exclusion of the existing Articles o( ASSOCIation of the company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authOrized to do all such acts. deeds, matters and things as may be proper, expedient, required or incidental mereto, In this regard." S. APPOINTMENT OF WOMEN DIRECTOR To appoint Ms. Rachna Bansal (DIN: 05197599) as an Independen t Di rector and in this regard to consider and if mought fit, to pass, with or Wlthout moditicacion(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuan t to the prOvisiOns of section 149, 150, 152 read wiLl l Schedule IV and all omer applicable provisions of the Compames Act, 2013 and th e Companies (Appoin tment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof (or the time being in force) and Clause 49 of the Listing Agreement, Ms. Rachna Bansal (DIN: 0519 75 99). who holds office up to the date of tillS Annual General Meeting and in respect of whom the Company has received a notic in wnting from a member proposing h er candidature fo r the office of Director, be and is hereby appOinted as an Independent Direcror of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of the 36 th Annuai General Meeting of the Company not liable (0 retire by rotation." Date: 02.09.2015 Place·.Oelhl For PAWANS Registered Office: 415. Usha !<iran Building. Commercial Comple x, Az a dpur. Delhi-l10033

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Page 1: Pawansut J{o{dings Limited NOTICE_PAWANSUT HLDINGS LTD.pdf · Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required under

-Pawansut Jodings Limited RegdO fiee 415 Usha iran Building Commercial omplex Azadpur Delhi-ll0033

Phone Jl1-27676399 Fax No 011-47039000 Email i1fopawansuthold ingscom Website wwwpawansutholdingscom

CIN L6~929DL1984P LC019 S06

NOICE

Notice IS hereby given dlat the Thirty- First Annual General Meeting of the members of Mis Pawansut Holdings Limited (CIN NO L6S929DL1984PLC019S06) will be held on Wednesday 30th September 2015 at 1200 Noon at Shalimar Bagh Club Plot No9 Bmiddot Block Community Centre Club Road Shalimar Bagh Delhi- 110 088 to U-ansact the following business

ORDINARY BUSINESS

1 To receive considelo and ado t Audited Balance Sheet (or the finan d al year ended 31st March 2015 and Statement of Profit amp Loss Account for ~Il e financiltl year ended on that date along with Reports o( the Board of Directors and Auditors thereon

2 To appoint a Director in place of Mr Pradeep Kumar Jindal (DIN 00 049715) who reClres by rotation and being eligible offers hImself for re-appointmenL

3 To appoint AudItors and fix their remuneration and in this regard to consider and If thought fit to pass with or wimout moditication(s) the (ollowing resolution as an Ordinary Resolution

RESOLVED THAT pursuant to the prOvisions o( Section 139 (2) and 142(1) of the Companies Act 2013 the Remiddotappointmenc of the Statutory Auditors of Company Mis S K Singla amp AsSOCiates Chartered Accountan ts (Firm RegIstration No 005903N) be and are hereby ratlfied by the members of the company for the financial year 20 15-2016 at such remuneration as may be determined by the BOilrd of Directors of the Company

SPECIAL BUSINESS

4 ADOPTION OF NEW SET OF ARTICLES Of ASSOCIATION

To adopt new set of Articles of Association contJli [ling Articles in conformity with the Comparues Act 2013 and in this regard to consider and if mought fit to pass the follow lTg resolution as a Spedal Resol ution

RESOLVED THAT pursuant to the provisions of Section 14 and aU other applicable p rovisions if any of lhe Companies Act 2013read with Companies (I ncorporation) Rules 2014 (Including any sratutory modi ficatlOn(s) or remiddotenactment thereof for the orne being 10 force) the egtisting Anicles of Association of the co mpany be and is hereby replaced widJ the new set of Articles of Associauon and e said new Articles of Association be and is hereby approved and adopted as the Articles o( Association of the company in place of in substitution and to the entire exclusion of the existing Articles o( ASSOCIation of the company

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authOrized to do all such acts deeds matters and things as may be ne~essary proper expedient required or incidental mereto In this regard

S APPOINTMENT OF WOMEN DIRECTOR

To appoint Ms Rachna Bansal (DIN 05197599) as an Independent Director and in this regard to consider and if mought fit to pass with or Wlthout moditicacion(s) the following resolution as an Ordinary Resolution

RESOLVED THAT pursuant to the prOvisiOns of section 149 150 152 read wiLll Schedule IV and all omer applicable provisions of the Compames Act 2013 and the Companies (Appoin tment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof (or the time being in force) and Clause 49 of the Listing Agreement Ms Rachna Bansal (DIN 05197599) who holds office up to the date of tillS Annual Ge neral Meeting and in respect of whom the Company has received a notic in wnting from a member proposing her candidature fo r the office of Director be and is hereby appOinted as an Independent Direcror of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of the 36thAnnuai General Meeting of the Company not liable (0 retire by rotation

Date 02092015 PlacemiddotOelhl

For PAWANS

Registered Office 415 Usha ltiran Building Commercial Complex Azadpur Delhi-l10033

1 The Explanatory Statement setting out the material fa r ts pursuant to Section 1()2 ofthe Companies Act 2013 (the Act1 concerning the Special Business in the Notice is annexed hereto and forms part of this Notice The profile of the Directors seeking appoinonent reappoincment as required in terms o f Clause 49 of the Listing Agreement entered with the Srock EXChange IS an nexed

2 A Member entitled to attend and vote at the meeting Is entitled to appoInt a proxy to attend and vote on a poll Instead of himself e r self and such proxy need not be a Member of the Company The proxy form duly completed and signed must be depOSited at the Registered Office of the Company not less than (orty-eight hours before the commencement of the Annual General Meeting Proxy so appointed shall not have any right to speak at the meeting

Pursuant to the prOvisions of Section lOS of the Companies Act 2013 and the Rules framed there under a person can aCt as proxy on behalf of Members not exceeding fifty (SO) and holding in the aggregate not more than 10 of the total share capital of the Company carrying voting rights A Member hold ing more than 10 of the total share capital of the Company carrying voting rights may appoint it single person as a proxy and such proxy shall not act as a proxy for any other person or Member

3 Corporate Members intending to send their authorised representatlves to attend the AGM are requested to send a duly certified copy of thei r oard Resolution authorising their representatives to attend and vote at the AGM

4 Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting as required under Clause 49 of the Listing Agreement executed is annexed hereto and forms pan of Notice

5 The Register of Membe rs and Share Transfer Books of the Company will remain closed from Saturday 26h September 201S tc Tuesday 29th eptember 2015 (both days inclusive) III terms of the proviSion of Section 91 or the Companies Act 2013

6 Members are requested toshy

(i) note that copies of Annual Report will not be distributed at the Annual General Meeting and they will have to bring their copies of Annual Repon

(ii) deliver du ly completed and signed Anendance Slip at the entrance of the meeting venue as entry to the venue will be strictly on the basis of ~he Entry Slip avai lable at the counters at the venue to be exchanged with the AttendancE Slip

(iii) Quote their Folio Client ID amp DP ID Nos in all co rrespondence (iv) note that no gifts coupons will be distributed at e Annual General Meeting

7 An Attendance Slip and proxy form have been enclosed with the notice Members are requested to fill up the paniculars of the Attenda nce Sli p affix their signature in the appropriate place and hand it over to the companys officials at the entrance a f the Meeting venue

S Inspection of documents Documents referred into the Notice etc are open for inspection at the registered office of the company at all workm ilays except Saturdays and Sundays between 1100 IM and 200 rM upto the date of Annual General Meeting

9 Ministry of Corporate Affairs Government of India Vide Its General Circular dated April 21 2011 and April 29 2011 has taken Green lnitlative in Corporate Governance alloWUJg paperless compliances of law through electronic mode These Circulars permit the Companies to send various NoticesDocuments to its shareholders through eleroonic mode to the registered emiddotmall addresses of the shareholders This move by the Minisoy Is welcome since Ie benefits society at large reduction in consumption of paper and it also contributes rowards greener planet

10 Members holding shares in physical form are requested to intimate any change in address change of name bank details National Electronic Clearing Service (NECS) Eleroonic Clearing Service fECS) mandates nominations e-mail address contact numbers etc to the Companys ~egistrar amp Transfl1r Agen15 Beetal Financial amp Computer Services (P) Ltd 3rd Ooor 99 Near Dada Harsukh Das Mandir New Delhi - 110062 (Telellhone Number 011- 29961281-83 amp E-Mail id shybeetalrtagmailcomamp Website wwwbeetalfinancialcoill) for providing e fficient and better services Members holding shares in dematerialized form are requested to intimate such changes to thei r respective depository participants

11 Members may note at Annual Report for 2014-15 Including Notice ofThirty- First Annual General Meeting will also be available On Company s website ~middotiJ(Y(lruutholdllg middot om for your download

12 Members desirous o f getting any information on a[]y items of bus iness of th is Meeting are requested to address their queries (0 Company ecretary of the Company at the Regis te red office of the Company at least ten days prior [0 the date of the meeting so tha t the information reqUIred can be made readily availab le at the meeting

13 The equity shares of the company are listed at BSE Limieed25th Floor P I Tower Dalal Street Mumbai Maharashtrashy400001

14 Annual Listing fees fo r the year 2014-) 5 have been paid to the respective Exchange

15 The infonnation pursuant to Clause 49 of the Listing Agreement with respect to the details of the directors seeking appointmem reappointment at the forthcoming Annual General Meeting is annexed to the notice as annexure

16 The Securities and Exchange of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market Members holding shares in eleclrOmc onn are therefore requested (0 subrrut their PAN to their Depository Participancs with whom they are rnaintl ining their demat accounts Members holding shares in physical fonn can submit their PAN to the Company Beelal Financial Services Pnvate Lmited

17 YOTING THROUGH ELECTRONIC MEANS

I In compliance with pro isions of Section lOa of the Companies Act 2013 Rule 20 of the Companies (Management and Administration) Rules 2 014 as amended by the Companies (Management and Administration) Amendment Rules 2015 and Clause 358 of the Ltsting Agreement rhe Company is pleased to provide members facility to exercise their right to

vote on resolutions proposed to be considered at the Annu al General Meeting [AGM) by electronic means and the business may be transacted through e-VOting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (remote e-voting) will be provided by National Securities Depository Limited (NSDL)

II The facility for voting through ballot paper shall be made availahle at the AGM and the members attending the meeting who have not Cast their vote by remote e-voting shaU be able to exercise their righe at the meeting through ballot paper

III The members who have cast their vote by remote e-votlng prior to the AGM may also attend the AGM but shall not be entitled to cast theIr vot again

IV The remote emiddotvoting period conunences on 2611 September 2015 (1000 am) and ends on 29 September 2015 (500 pm) During this period members of the Company holding shares either in phys ical form or in dematerialized form as on the cut-off date of 23rd Se ptember 2015 may cast their vote by remote e-voting The remote e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it su sequently

V The process and manner for remote emiddotvoting are as under A In case a Member receives an emaIl from NSDL [for members whose emaIl IDs are registered with the

Company Depository Participants(s)j

(i) Open email and open P F file viz remote emiddotvotingpdf WIth your Client ID or Folio No as password The said PDF file contains your user ID and passwordPIN for remote e-voting PLease note that the password is an initial password

(ii) Launch internet brows r by typing the following URL huoswwwevotingnsdlcoml (iii) Click on Shareholder - Login (iv) Pu~ user ID and password as inilJal passwordPiN noted in step (i) above Click Login (v) Password change menu appears Change the passwordPI N with new password of your chOice with minimum 8

digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential

(VI) Home page of remote e-voting opens Click on remote e-voriog Active Voting Cycles (vii) Select EVEN of Pawansut Holdings Limited (viii) Now you are ready for remote e-voting as Cast Vote page opens (ix) Cast your vote by selecti ng appropriate option and click on Submit and also Confirm when prompted (x) Upon confirmation the message Vote cast successfully wi ll be displayed (xi) Once you have voted on the resolution you will not be allowed to modilY your vote (xii) Institutional shareholders (ie other than Indiv-jdlals HUF NRI etc) are required to send scanned copy (PDFJPG

Format) of the releva nt Board Resolution Authority leuer etc together with attested specimen signature of the duly authorized signatory(i ) who are authorized to vote to the Scrutinizer through e-mail tO llleenlrlhllpgJu 1 with a copy marked to evoongnsdlcoin

B In case a Member receives physical copy of the Notice of AGM lfor members whose email IDs are not registered with the CompanyDepository Participants(s) or requesting physical copy]

(i) Initial password is provided as belowat the bottom of the Attendance Slip for the AGM EVEN (Remote emiddotvotlng Event NumbcrJ_USER rD_ PASSWORDPIN

(ii) Please follow aU steps from SI No (ii) to 51 No (xii) above [Q cast vote

VI In Case of any queries you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwwwevotingnsdlcom or call on toll free 110 1800middot222-990

VII If you are already reg istered with NSDL for remote e-voting then you can use your eJisting user ID and passwordPIN for casting your vote

VIII You can also update yo r mobile number and e-mail id in the user profile details of the folio which may be used for

sending furure commu nlcation(s)

IX The voting righrs ofmembers shall be in proportion to theIr shares of the paid up equity share capital of the Company as on the cut-off date of23 September 2015

X Any person who acqu s shares o( the Company and become member of the Company after dlSpatch of the notice and holding shares as o( the cut-off date ie 23n1 September 2015 may obtain the login JD and password by sending a request at evotingns coln or [ssuerRTA

However if you are already registered with NSDL for remote e-voting then you can use your existing user lD and

password for casling your vote If you forgot your password you can reset your password by using Forgot User DetailsPassword option available on wwwevotingnsdlcom or contact NSDL at the (ollowing toll free no 1800-222shy

990

Xl A member may participate in the AGM even alter exercising his right to vote through remote e-votlng but shall not be allowed to vote again at the AGM

XII A person whose name IS recorded III the register o( members or in the register of beneficial owners maintained by the depositories as on the cu t-off date only shall be entitled [0 avail the facility of remote e-voting as well as voting at the AGM through ballot pape r

XII[ Ms Meenarth Corporate Consultants LLP Company Secretanes has been appointed (or as the Scrutinizer for providing facility to the members o f the Company to scrutinize the voting and remote e-voting process in a fair and Lransparent manner

XIV The Chairman shall at the AGM at the end of diSCUSSIon on the resolutions on which voting is to be held allow voting with the assistance of s rutini-zer by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facilIty

XV The Scrutinizer shall after the conclusion of voting at the Annual general mee ting will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not IJter t)l an three days of the conclusion of the AGM a consolidated scrutinizers report of the total votes cast in favour or against if any to the Chai rman or a person authorized by him in writing who shall counte rSign the same and declare the result of the voting forthwith

XVI The Results declared a long WIth the report of the Scruti nizer shall be placed on the website of the Company wwwpawansutholrlingscom and on the website of NSDL immediate ly after the declaration of result by the Chairman or a person authoflzed by him in writing The results shall also be immediately forwarded to the BSe Limited Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 Of THE COMPANIES ACT 2Q13

ITEM 4 ADOPTION Of NEW SEplusmnOF ARTICLES OF ASSOCIATION

The existing Articles of Association (AoA) are based on the Companies Act19S6 and several regulations in the existing AoA contalfl reference to speci fi c ections of the Companies ACl1956 and some articles in the existing AoA are no longer in conformity with the Act With the enaconent of tne Companies Act 2013 and substantive sections of the Act which deal with the general working of the Co panies stand notified several regulatiO ns in the existing AoA of the company require alteration andor deletion

Given this posi non it IS considered expedient to wholly replace the existing AoA by a new set of Articles The new set of AoA to

be replaced in place of the exis o ng AoA is based on Table F of Schedule I of the Companies Act 2013 which sets out the model AoA for a company limited by shares and also carries forward certain provisions fro m the existlllg AoA suitably rephrased and which are noc in co nnict with the provisions of the Companies Act 2013

The proposed new draft of AoA is available for inspection to the shareholders at the registered office of the company on all working days (except Sacurdays Sundays and fgtublic Holidays) between 1100 AM and 100 PM tIll the date of the meeting

No Director or Key Manageri Personnel of the Company a ndor their relatives are concerned or interested financially or otherwise in this item of busin ss

The Board recorrunends this Resolution for your Approval

ITEM 5 APPOINTMENT OF WOMAN (INDEPENDENT DIRECroR

1 Ms Rachna Bansal (DIN 05 197599) is a Non-Executive Independent Director of the Company Ms_ Rachna Bansal does not

hold by himself or for any other person on a benefiCial basis any shares in the Company In terms of Section 149 and other

applicable provisions of the Companies Act 2013 Mi Rachna Bans eing eligible a nd offering himself for appointment is

pMp b pp~d M dpd Dlreaoe fi~~ ~ P f

~

Annual General Meettng A nonce has been received from a member proposing Ms Rachna Bansal as a candidate for the Director of me Company

Accordingly the Board recommends the resolution in relation to appoimment of Ms Rachna Bansal as an Independent Director for lhe approval by the shareholders of the Company

In the opinion of the Board Ms Rachna Bansal fulfils me condi tions specified in the Companies Act 2013 and nles made there under for his appointment as an Independent Director of the Company Copy of the draft letter for appointment of Ms_ Rachna Bansal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during nonnal business hours on any working day induding Saturday

None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the Company

BRfEF RE~UME OF THE OfRECTOR SEEKING APPOINTMENT RE-APPO INTMENT AT TtIE 31 IANNUAL GENERAL MEETfNG

ANNEXUR6 -1

Date of Birth Jill1ary 231958 Date of Appointment August 30 2006 Qualificanons Masters In Business Adminis tratiGn amp Bachelors Degree in

Commerce Expertise in speCific FUDctloDOII area He has expertise in guiding CWrent Business and manltJwng me

financial aspects oHhe bUsiness Jgtireetorship held in other Companies 8 MembershipChairmanship of Commit tees 1 across all Jgtublic Companies other than PHL Number of shares held in tle Company Nil

ANNEXURE -2

Da te of DiI-tll January 201962 Qualifi cations Bachelors Degree in Arts

Expert ise in specific Funeti Dnal area She has vast experience and expertise in Iluman Resour ce of me business

i)irectorshlp held in otherCompani~s 4

MembershipChainnansbip ofCoJnm i ees Nil across OIl) Public Companies other than PHL Num ber ofshafcs held Ln tbe Company Il

Page 2: Pawansut J{o{dings Limited NOTICE_PAWANSUT HLDINGS LTD.pdf · Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required under

1 The Explanatory Statement setting out the material fa r ts pursuant to Section 1()2 ofthe Companies Act 2013 (the Act1 concerning the Special Business in the Notice is annexed hereto and forms part of this Notice The profile of the Directors seeking appoinonent reappoincment as required in terms o f Clause 49 of the Listing Agreement entered with the Srock EXChange IS an nexed

2 A Member entitled to attend and vote at the meeting Is entitled to appoInt a proxy to attend and vote on a poll Instead of himself e r self and such proxy need not be a Member of the Company The proxy form duly completed and signed must be depOSited at the Registered Office of the Company not less than (orty-eight hours before the commencement of the Annual General Meeting Proxy so appointed shall not have any right to speak at the meeting

Pursuant to the prOvisions of Section lOS of the Companies Act 2013 and the Rules framed there under a person can aCt as proxy on behalf of Members not exceeding fifty (SO) and holding in the aggregate not more than 10 of the total share capital of the Company carrying voting rights A Member hold ing more than 10 of the total share capital of the Company carrying voting rights may appoint it single person as a proxy and such proxy shall not act as a proxy for any other person or Member

3 Corporate Members intending to send their authorised representatlves to attend the AGM are requested to send a duly certified copy of thei r oard Resolution authorising their representatives to attend and vote at the AGM

4 Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting as required under Clause 49 of the Listing Agreement executed is annexed hereto and forms pan of Notice

5 The Register of Membe rs and Share Transfer Books of the Company will remain closed from Saturday 26h September 201S tc Tuesday 29th eptember 2015 (both days inclusive) III terms of the proviSion of Section 91 or the Companies Act 2013

6 Members are requested toshy

(i) note that copies of Annual Report will not be distributed at the Annual General Meeting and they will have to bring their copies of Annual Repon

(ii) deliver du ly completed and signed Anendance Slip at the entrance of the meeting venue as entry to the venue will be strictly on the basis of ~he Entry Slip avai lable at the counters at the venue to be exchanged with the AttendancE Slip

(iii) Quote their Folio Client ID amp DP ID Nos in all co rrespondence (iv) note that no gifts coupons will be distributed at e Annual General Meeting

7 An Attendance Slip and proxy form have been enclosed with the notice Members are requested to fill up the paniculars of the Attenda nce Sli p affix their signature in the appropriate place and hand it over to the companys officials at the entrance a f the Meeting venue

S Inspection of documents Documents referred into the Notice etc are open for inspection at the registered office of the company at all workm ilays except Saturdays and Sundays between 1100 IM and 200 rM upto the date of Annual General Meeting

9 Ministry of Corporate Affairs Government of India Vide Its General Circular dated April 21 2011 and April 29 2011 has taken Green lnitlative in Corporate Governance alloWUJg paperless compliances of law through electronic mode These Circulars permit the Companies to send various NoticesDocuments to its shareholders through eleroonic mode to the registered emiddotmall addresses of the shareholders This move by the Minisoy Is welcome since Ie benefits society at large reduction in consumption of paper and it also contributes rowards greener planet

10 Members holding shares in physical form are requested to intimate any change in address change of name bank details National Electronic Clearing Service (NECS) Eleroonic Clearing Service fECS) mandates nominations e-mail address contact numbers etc to the Companys ~egistrar amp Transfl1r Agen15 Beetal Financial amp Computer Services (P) Ltd 3rd Ooor 99 Near Dada Harsukh Das Mandir New Delhi - 110062 (Telellhone Number 011- 29961281-83 amp E-Mail id shybeetalrtagmailcomamp Website wwwbeetalfinancialcoill) for providing e fficient and better services Members holding shares in dematerialized form are requested to intimate such changes to thei r respective depository participants

11 Members may note at Annual Report for 2014-15 Including Notice ofThirty- First Annual General Meeting will also be available On Company s website ~middotiJ(Y(lruutholdllg middot om for your download

12 Members desirous o f getting any information on a[]y items of bus iness of th is Meeting are requested to address their queries (0 Company ecretary of the Company at the Regis te red office of the Company at least ten days prior [0 the date of the meeting so tha t the information reqUIred can be made readily availab le at the meeting

13 The equity shares of the company are listed at BSE Limieed25th Floor P I Tower Dalal Street Mumbai Maharashtrashy400001

14 Annual Listing fees fo r the year 2014-) 5 have been paid to the respective Exchange

15 The infonnation pursuant to Clause 49 of the Listing Agreement with respect to the details of the directors seeking appointmem reappointment at the forthcoming Annual General Meeting is annexed to the notice as annexure

16 The Securities and Exchange of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market Members holding shares in eleclrOmc onn are therefore requested (0 subrrut their PAN to their Depository Participancs with whom they are rnaintl ining their demat accounts Members holding shares in physical fonn can submit their PAN to the Company Beelal Financial Services Pnvate Lmited

17 YOTING THROUGH ELECTRONIC MEANS

I In compliance with pro isions of Section lOa of the Companies Act 2013 Rule 20 of the Companies (Management and Administration) Rules 2 014 as amended by the Companies (Management and Administration) Amendment Rules 2015 and Clause 358 of the Ltsting Agreement rhe Company is pleased to provide members facility to exercise their right to

vote on resolutions proposed to be considered at the Annu al General Meeting [AGM) by electronic means and the business may be transacted through e-VOting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (remote e-voting) will be provided by National Securities Depository Limited (NSDL)

II The facility for voting through ballot paper shall be made availahle at the AGM and the members attending the meeting who have not Cast their vote by remote e-voting shaU be able to exercise their righe at the meeting through ballot paper

III The members who have cast their vote by remote e-votlng prior to the AGM may also attend the AGM but shall not be entitled to cast theIr vot again

IV The remote emiddotvoting period conunences on 2611 September 2015 (1000 am) and ends on 29 September 2015 (500 pm) During this period members of the Company holding shares either in phys ical form or in dematerialized form as on the cut-off date of 23rd Se ptember 2015 may cast their vote by remote e-voting The remote e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it su sequently

V The process and manner for remote emiddotvoting are as under A In case a Member receives an emaIl from NSDL [for members whose emaIl IDs are registered with the

Company Depository Participants(s)j

(i) Open email and open P F file viz remote emiddotvotingpdf WIth your Client ID or Folio No as password The said PDF file contains your user ID and passwordPIN for remote e-voting PLease note that the password is an initial password

(ii) Launch internet brows r by typing the following URL huoswwwevotingnsdlcoml (iii) Click on Shareholder - Login (iv) Pu~ user ID and password as inilJal passwordPiN noted in step (i) above Click Login (v) Password change menu appears Change the passwordPI N with new password of your chOice with minimum 8

digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential

(VI) Home page of remote e-voting opens Click on remote e-voriog Active Voting Cycles (vii) Select EVEN of Pawansut Holdings Limited (viii) Now you are ready for remote e-voting as Cast Vote page opens (ix) Cast your vote by selecti ng appropriate option and click on Submit and also Confirm when prompted (x) Upon confirmation the message Vote cast successfully wi ll be displayed (xi) Once you have voted on the resolution you will not be allowed to modilY your vote (xii) Institutional shareholders (ie other than Indiv-jdlals HUF NRI etc) are required to send scanned copy (PDFJPG

Format) of the releva nt Board Resolution Authority leuer etc together with attested specimen signature of the duly authorized signatory(i ) who are authorized to vote to the Scrutinizer through e-mail tO llleenlrlhllpgJu 1 with a copy marked to evoongnsdlcoin

B In case a Member receives physical copy of the Notice of AGM lfor members whose email IDs are not registered with the CompanyDepository Participants(s) or requesting physical copy]

(i) Initial password is provided as belowat the bottom of the Attendance Slip for the AGM EVEN (Remote emiddotvotlng Event NumbcrJ_USER rD_ PASSWORDPIN

(ii) Please follow aU steps from SI No (ii) to 51 No (xii) above [Q cast vote

VI In Case of any queries you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwwwevotingnsdlcom or call on toll free 110 1800middot222-990

VII If you are already reg istered with NSDL for remote e-voting then you can use your eJisting user ID and passwordPIN for casting your vote

VIII You can also update yo r mobile number and e-mail id in the user profile details of the folio which may be used for

sending furure commu nlcation(s)

IX The voting righrs ofmembers shall be in proportion to theIr shares of the paid up equity share capital of the Company as on the cut-off date of23 September 2015

X Any person who acqu s shares o( the Company and become member of the Company after dlSpatch of the notice and holding shares as o( the cut-off date ie 23n1 September 2015 may obtain the login JD and password by sending a request at evotingns coln or [ssuerRTA

However if you are already registered with NSDL for remote e-voting then you can use your existing user lD and

password for casling your vote If you forgot your password you can reset your password by using Forgot User DetailsPassword option available on wwwevotingnsdlcom or contact NSDL at the (ollowing toll free no 1800-222shy

990

Xl A member may participate in the AGM even alter exercising his right to vote through remote e-votlng but shall not be allowed to vote again at the AGM

XII A person whose name IS recorded III the register o( members or in the register of beneficial owners maintained by the depositories as on the cu t-off date only shall be entitled [0 avail the facility of remote e-voting as well as voting at the AGM through ballot pape r

XII[ Ms Meenarth Corporate Consultants LLP Company Secretanes has been appointed (or as the Scrutinizer for providing facility to the members o f the Company to scrutinize the voting and remote e-voting process in a fair and Lransparent manner

XIV The Chairman shall at the AGM at the end of diSCUSSIon on the resolutions on which voting is to be held allow voting with the assistance of s rutini-zer by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facilIty

XV The Scrutinizer shall after the conclusion of voting at the Annual general mee ting will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not IJter t)l an three days of the conclusion of the AGM a consolidated scrutinizers report of the total votes cast in favour or against if any to the Chai rman or a person authorized by him in writing who shall counte rSign the same and declare the result of the voting forthwith

XVI The Results declared a long WIth the report of the Scruti nizer shall be placed on the website of the Company wwwpawansutholrlingscom and on the website of NSDL immediate ly after the declaration of result by the Chairman or a person authoflzed by him in writing The results shall also be immediately forwarded to the BSe Limited Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 Of THE COMPANIES ACT 2Q13

ITEM 4 ADOPTION Of NEW SEplusmnOF ARTICLES OF ASSOCIATION

The existing Articles of Association (AoA) are based on the Companies Act19S6 and several regulations in the existing AoA contalfl reference to speci fi c ections of the Companies ACl1956 and some articles in the existing AoA are no longer in conformity with the Act With the enaconent of tne Companies Act 2013 and substantive sections of the Act which deal with the general working of the Co panies stand notified several regulatiO ns in the existing AoA of the company require alteration andor deletion

Given this posi non it IS considered expedient to wholly replace the existing AoA by a new set of Articles The new set of AoA to

be replaced in place of the exis o ng AoA is based on Table F of Schedule I of the Companies Act 2013 which sets out the model AoA for a company limited by shares and also carries forward certain provisions fro m the existlllg AoA suitably rephrased and which are noc in co nnict with the provisions of the Companies Act 2013

The proposed new draft of AoA is available for inspection to the shareholders at the registered office of the company on all working days (except Sacurdays Sundays and fgtublic Holidays) between 1100 AM and 100 PM tIll the date of the meeting

No Director or Key Manageri Personnel of the Company a ndor their relatives are concerned or interested financially or otherwise in this item of busin ss

The Board recorrunends this Resolution for your Approval

ITEM 5 APPOINTMENT OF WOMAN (INDEPENDENT DIRECroR

1 Ms Rachna Bansal (DIN 05 197599) is a Non-Executive Independent Director of the Company Ms_ Rachna Bansal does not

hold by himself or for any other person on a benefiCial basis any shares in the Company In terms of Section 149 and other

applicable provisions of the Companies Act 2013 Mi Rachna Bans eing eligible a nd offering himself for appointment is

pMp b pp~d M dpd Dlreaoe fi~~ ~ P f

~

Annual General Meettng A nonce has been received from a member proposing Ms Rachna Bansal as a candidate for the Director of me Company

Accordingly the Board recommends the resolution in relation to appoimment of Ms Rachna Bansal as an Independent Director for lhe approval by the shareholders of the Company

In the opinion of the Board Ms Rachna Bansal fulfils me condi tions specified in the Companies Act 2013 and nles made there under for his appointment as an Independent Director of the Company Copy of the draft letter for appointment of Ms_ Rachna Bansal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during nonnal business hours on any working day induding Saturday

None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the Company

BRfEF RE~UME OF THE OfRECTOR SEEKING APPOINTMENT RE-APPO INTMENT AT TtIE 31 IANNUAL GENERAL MEETfNG

ANNEXUR6 -1

Date of Birth Jill1ary 231958 Date of Appointment August 30 2006 Qualificanons Masters In Business Adminis tratiGn amp Bachelors Degree in

Commerce Expertise in speCific FUDctloDOII area He has expertise in guiding CWrent Business and manltJwng me

financial aspects oHhe bUsiness Jgtireetorship held in other Companies 8 MembershipChairmanship of Commit tees 1 across all Jgtublic Companies other than PHL Number of shares held in tle Company Nil

ANNEXURE -2

Da te of DiI-tll January 201962 Qualifi cations Bachelors Degree in Arts

Expert ise in specific Funeti Dnal area She has vast experience and expertise in Iluman Resour ce of me business

i)irectorshlp held in otherCompani~s 4

MembershipChainnansbip ofCoJnm i ees Nil across OIl) Public Companies other than PHL Num ber ofshafcs held Ln tbe Company Il

Page 3: Pawansut J{o{dings Limited NOTICE_PAWANSUT HLDINGS LTD.pdf · Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required under

15 The infonnation pursuant to Clause 49 of the Listing Agreement with respect to the details of the directors seeking appointmem reappointment at the forthcoming Annual General Meeting is annexed to the notice as annexure

16 The Securities and Exchange of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market Members holding shares in eleclrOmc onn are therefore requested (0 subrrut their PAN to their Depository Participancs with whom they are rnaintl ining their demat accounts Members holding shares in physical fonn can submit their PAN to the Company Beelal Financial Services Pnvate Lmited

17 YOTING THROUGH ELECTRONIC MEANS

I In compliance with pro isions of Section lOa of the Companies Act 2013 Rule 20 of the Companies (Management and Administration) Rules 2 014 as amended by the Companies (Management and Administration) Amendment Rules 2015 and Clause 358 of the Ltsting Agreement rhe Company is pleased to provide members facility to exercise their right to

vote on resolutions proposed to be considered at the Annu al General Meeting [AGM) by electronic means and the business may be transacted through e-VOting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (remote e-voting) will be provided by National Securities Depository Limited (NSDL)

II The facility for voting through ballot paper shall be made availahle at the AGM and the members attending the meeting who have not Cast their vote by remote e-voting shaU be able to exercise their righe at the meeting through ballot paper

III The members who have cast their vote by remote e-votlng prior to the AGM may also attend the AGM but shall not be entitled to cast theIr vot again

IV The remote emiddotvoting period conunences on 2611 September 2015 (1000 am) and ends on 29 September 2015 (500 pm) During this period members of the Company holding shares either in phys ical form or in dematerialized form as on the cut-off date of 23rd Se ptember 2015 may cast their vote by remote e-voting The remote e-voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it su sequently

V The process and manner for remote emiddotvoting are as under A In case a Member receives an emaIl from NSDL [for members whose emaIl IDs are registered with the

Company Depository Participants(s)j

(i) Open email and open P F file viz remote emiddotvotingpdf WIth your Client ID or Folio No as password The said PDF file contains your user ID and passwordPIN for remote e-voting PLease note that the password is an initial password

(ii) Launch internet brows r by typing the following URL huoswwwevotingnsdlcoml (iii) Click on Shareholder - Login (iv) Pu~ user ID and password as inilJal passwordPiN noted in step (i) above Click Login (v) Password change menu appears Change the passwordPI N with new password of your chOice with minimum 8

digitscharacters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential

(VI) Home page of remote e-voting opens Click on remote e-voriog Active Voting Cycles (vii) Select EVEN of Pawansut Holdings Limited (viii) Now you are ready for remote e-voting as Cast Vote page opens (ix) Cast your vote by selecti ng appropriate option and click on Submit and also Confirm when prompted (x) Upon confirmation the message Vote cast successfully wi ll be displayed (xi) Once you have voted on the resolution you will not be allowed to modilY your vote (xii) Institutional shareholders (ie other than Indiv-jdlals HUF NRI etc) are required to send scanned copy (PDFJPG

Format) of the releva nt Board Resolution Authority leuer etc together with attested specimen signature of the duly authorized signatory(i ) who are authorized to vote to the Scrutinizer through e-mail tO llleenlrlhllpgJu 1 with a copy marked to evoongnsdlcoin

B In case a Member receives physical copy of the Notice of AGM lfor members whose email IDs are not registered with the CompanyDepository Participants(s) or requesting physical copy]

(i) Initial password is provided as belowat the bottom of the Attendance Slip for the AGM EVEN (Remote emiddotvotlng Event NumbcrJ_USER rD_ PASSWORDPIN

(ii) Please follow aU steps from SI No (ii) to 51 No (xii) above [Q cast vote

VI In Case of any queries you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwwwevotingnsdlcom or call on toll free 110 1800middot222-990

VII If you are already reg istered with NSDL for remote e-voting then you can use your eJisting user ID and passwordPIN for casting your vote

VIII You can also update yo r mobile number and e-mail id in the user profile details of the folio which may be used for

sending furure commu nlcation(s)

IX The voting righrs ofmembers shall be in proportion to theIr shares of the paid up equity share capital of the Company as on the cut-off date of23 September 2015

X Any person who acqu s shares o( the Company and become member of the Company after dlSpatch of the notice and holding shares as o( the cut-off date ie 23n1 September 2015 may obtain the login JD and password by sending a request at evotingns coln or [ssuerRTA

However if you are already registered with NSDL for remote e-voting then you can use your existing user lD and

password for casling your vote If you forgot your password you can reset your password by using Forgot User DetailsPassword option available on wwwevotingnsdlcom or contact NSDL at the (ollowing toll free no 1800-222shy

990

Xl A member may participate in the AGM even alter exercising his right to vote through remote e-votlng but shall not be allowed to vote again at the AGM

XII A person whose name IS recorded III the register o( members or in the register of beneficial owners maintained by the depositories as on the cu t-off date only shall be entitled [0 avail the facility of remote e-voting as well as voting at the AGM through ballot pape r

XII[ Ms Meenarth Corporate Consultants LLP Company Secretanes has been appointed (or as the Scrutinizer for providing facility to the members o f the Company to scrutinize the voting and remote e-voting process in a fair and Lransparent manner

XIV The Chairman shall at the AGM at the end of diSCUSSIon on the resolutions on which voting is to be held allow voting with the assistance of s rutini-zer by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facilIty

XV The Scrutinizer shall after the conclusion of voting at the Annual general mee ting will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not IJter t)l an three days of the conclusion of the AGM a consolidated scrutinizers report of the total votes cast in favour or against if any to the Chai rman or a person authorized by him in writing who shall counte rSign the same and declare the result of the voting forthwith

XVI The Results declared a long WIth the report of the Scruti nizer shall be placed on the website of the Company wwwpawansutholrlingscom and on the website of NSDL immediate ly after the declaration of result by the Chairman or a person authoflzed by him in writing The results shall also be immediately forwarded to the BSe Limited Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 Of THE COMPANIES ACT 2Q13

ITEM 4 ADOPTION Of NEW SEplusmnOF ARTICLES OF ASSOCIATION

The existing Articles of Association (AoA) are based on the Companies Act19S6 and several regulations in the existing AoA contalfl reference to speci fi c ections of the Companies ACl1956 and some articles in the existing AoA are no longer in conformity with the Act With the enaconent of tne Companies Act 2013 and substantive sections of the Act which deal with the general working of the Co panies stand notified several regulatiO ns in the existing AoA of the company require alteration andor deletion

Given this posi non it IS considered expedient to wholly replace the existing AoA by a new set of Articles The new set of AoA to

be replaced in place of the exis o ng AoA is based on Table F of Schedule I of the Companies Act 2013 which sets out the model AoA for a company limited by shares and also carries forward certain provisions fro m the existlllg AoA suitably rephrased and which are noc in co nnict with the provisions of the Companies Act 2013

The proposed new draft of AoA is available for inspection to the shareholders at the registered office of the company on all working days (except Sacurdays Sundays and fgtublic Holidays) between 1100 AM and 100 PM tIll the date of the meeting

No Director or Key Manageri Personnel of the Company a ndor their relatives are concerned or interested financially or otherwise in this item of busin ss

The Board recorrunends this Resolution for your Approval

ITEM 5 APPOINTMENT OF WOMAN (INDEPENDENT DIRECroR

1 Ms Rachna Bansal (DIN 05 197599) is a Non-Executive Independent Director of the Company Ms_ Rachna Bansal does not

hold by himself or for any other person on a benefiCial basis any shares in the Company In terms of Section 149 and other

applicable provisions of the Companies Act 2013 Mi Rachna Bans eing eligible a nd offering himself for appointment is

pMp b pp~d M dpd Dlreaoe fi~~ ~ P f

~

Annual General Meettng A nonce has been received from a member proposing Ms Rachna Bansal as a candidate for the Director of me Company

Accordingly the Board recommends the resolution in relation to appoimment of Ms Rachna Bansal as an Independent Director for lhe approval by the shareholders of the Company

In the opinion of the Board Ms Rachna Bansal fulfils me condi tions specified in the Companies Act 2013 and nles made there under for his appointment as an Independent Director of the Company Copy of the draft letter for appointment of Ms_ Rachna Bansal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during nonnal business hours on any working day induding Saturday

None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the Company

BRfEF RE~UME OF THE OfRECTOR SEEKING APPOINTMENT RE-APPO INTMENT AT TtIE 31 IANNUAL GENERAL MEETfNG

ANNEXUR6 -1

Date of Birth Jill1ary 231958 Date of Appointment August 30 2006 Qualificanons Masters In Business Adminis tratiGn amp Bachelors Degree in

Commerce Expertise in speCific FUDctloDOII area He has expertise in guiding CWrent Business and manltJwng me

financial aspects oHhe bUsiness Jgtireetorship held in other Companies 8 MembershipChairmanship of Commit tees 1 across all Jgtublic Companies other than PHL Number of shares held in tle Company Nil

ANNEXURE -2

Da te of DiI-tll January 201962 Qualifi cations Bachelors Degree in Arts

Expert ise in specific Funeti Dnal area She has vast experience and expertise in Iluman Resour ce of me business

i)irectorshlp held in otherCompani~s 4

MembershipChainnansbip ofCoJnm i ees Nil across OIl) Public Companies other than PHL Num ber ofshafcs held Ln tbe Company Il

Page 4: Pawansut J{o{dings Limited NOTICE_PAWANSUT HLDINGS LTD.pdf · Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required under

VIII You can also update yo r mobile number and e-mail id in the user profile details of the folio which may be used for

sending furure commu nlcation(s)

IX The voting righrs ofmembers shall be in proportion to theIr shares of the paid up equity share capital of the Company as on the cut-off date of23 September 2015

X Any person who acqu s shares o( the Company and become member of the Company after dlSpatch of the notice and holding shares as o( the cut-off date ie 23n1 September 2015 may obtain the login JD and password by sending a request at evotingns coln or [ssuerRTA

However if you are already registered with NSDL for remote e-voting then you can use your existing user lD and

password for casling your vote If you forgot your password you can reset your password by using Forgot User DetailsPassword option available on wwwevotingnsdlcom or contact NSDL at the (ollowing toll free no 1800-222shy

990

Xl A member may participate in the AGM even alter exercising his right to vote through remote e-votlng but shall not be allowed to vote again at the AGM

XII A person whose name IS recorded III the register o( members or in the register of beneficial owners maintained by the depositories as on the cu t-off date only shall be entitled [0 avail the facility of remote e-voting as well as voting at the AGM through ballot pape r

XII[ Ms Meenarth Corporate Consultants LLP Company Secretanes has been appointed (or as the Scrutinizer for providing facility to the members o f the Company to scrutinize the voting and remote e-voting process in a fair and Lransparent manner

XIV The Chairman shall at the AGM at the end of diSCUSSIon on the resolutions on which voting is to be held allow voting with the assistance of s rutini-zer by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facilIty

XV The Scrutinizer shall after the conclusion of voting at the Annual general mee ting will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make not IJter t)l an three days of the conclusion of the AGM a consolidated scrutinizers report of the total votes cast in favour or against if any to the Chai rman or a person authorized by him in writing who shall counte rSign the same and declare the result of the voting forthwith

XVI The Results declared a long WIth the report of the Scruti nizer shall be placed on the website of the Company wwwpawansutholrlingscom and on the website of NSDL immediate ly after the declaration of result by the Chairman or a person authoflzed by him in writing The results shall also be immediately forwarded to the BSe Limited Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 Of THE COMPANIES ACT 2Q13

ITEM 4 ADOPTION Of NEW SEplusmnOF ARTICLES OF ASSOCIATION

The existing Articles of Association (AoA) are based on the Companies Act19S6 and several regulations in the existing AoA contalfl reference to speci fi c ections of the Companies ACl1956 and some articles in the existing AoA are no longer in conformity with the Act With the enaconent of tne Companies Act 2013 and substantive sections of the Act which deal with the general working of the Co panies stand notified several regulatiO ns in the existing AoA of the company require alteration andor deletion

Given this posi non it IS considered expedient to wholly replace the existing AoA by a new set of Articles The new set of AoA to

be replaced in place of the exis o ng AoA is based on Table F of Schedule I of the Companies Act 2013 which sets out the model AoA for a company limited by shares and also carries forward certain provisions fro m the existlllg AoA suitably rephrased and which are noc in co nnict with the provisions of the Companies Act 2013

The proposed new draft of AoA is available for inspection to the shareholders at the registered office of the company on all working days (except Sacurdays Sundays and fgtublic Holidays) between 1100 AM and 100 PM tIll the date of the meeting

No Director or Key Manageri Personnel of the Company a ndor their relatives are concerned or interested financially or otherwise in this item of busin ss

The Board recorrunends this Resolution for your Approval

ITEM 5 APPOINTMENT OF WOMAN (INDEPENDENT DIRECroR

1 Ms Rachna Bansal (DIN 05 197599) is a Non-Executive Independent Director of the Company Ms_ Rachna Bansal does not

hold by himself or for any other person on a benefiCial basis any shares in the Company In terms of Section 149 and other

applicable provisions of the Companies Act 2013 Mi Rachna Bans eing eligible a nd offering himself for appointment is

pMp b pp~d M dpd Dlreaoe fi~~ ~ P f

~

Annual General Meettng A nonce has been received from a member proposing Ms Rachna Bansal as a candidate for the Director of me Company

Accordingly the Board recommends the resolution in relation to appoimment of Ms Rachna Bansal as an Independent Director for lhe approval by the shareholders of the Company

In the opinion of the Board Ms Rachna Bansal fulfils me condi tions specified in the Companies Act 2013 and nles made there under for his appointment as an Independent Director of the Company Copy of the draft letter for appointment of Ms_ Rachna Bansal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during nonnal business hours on any working day induding Saturday

None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the Company

BRfEF RE~UME OF THE OfRECTOR SEEKING APPOINTMENT RE-APPO INTMENT AT TtIE 31 IANNUAL GENERAL MEETfNG

ANNEXUR6 -1

Date of Birth Jill1ary 231958 Date of Appointment August 30 2006 Qualificanons Masters In Business Adminis tratiGn amp Bachelors Degree in

Commerce Expertise in speCific FUDctloDOII area He has expertise in guiding CWrent Business and manltJwng me

financial aspects oHhe bUsiness Jgtireetorship held in other Companies 8 MembershipChairmanship of Commit tees 1 across all Jgtublic Companies other than PHL Number of shares held in tle Company Nil

ANNEXURE -2

Da te of DiI-tll January 201962 Qualifi cations Bachelors Degree in Arts

Expert ise in specific Funeti Dnal area She has vast experience and expertise in Iluman Resour ce of me business

i)irectorshlp held in otherCompani~s 4

MembershipChainnansbip ofCoJnm i ees Nil across OIl) Public Companies other than PHL Num ber ofshafcs held Ln tbe Company Il

Page 5: Pawansut J{o{dings Limited NOTICE_PAWANSUT HLDINGS LTD.pdf · Brief Resume of the irectors seeking re-appointment and appOinted since last Annual General Meeting, as required under

Annual General Meettng A nonce has been received from a member proposing Ms Rachna Bansal as a candidate for the Director of me Company

Accordingly the Board recommends the resolution in relation to appoimment of Ms Rachna Bansal as an Independent Director for lhe approval by the shareholders of the Company

In the opinion of the Board Ms Rachna Bansal fulfils me condi tions specified in the Companies Act 2013 and nles made there under for his appointment as an Independent Director of the Company Copy of the draft letter for appointment of Ms_ Rachna Bansal as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during nonnal business hours on any working day induding Saturday

None of the DIrectors is concerned or interested tn dle proposed resolutions except to the extent of their shareholding in the Company

BRfEF RE~UME OF THE OfRECTOR SEEKING APPOINTMENT RE-APPO INTMENT AT TtIE 31 IANNUAL GENERAL MEETfNG

ANNEXUR6 -1

Date of Birth Jill1ary 231958 Date of Appointment August 30 2006 Qualificanons Masters In Business Adminis tratiGn amp Bachelors Degree in

Commerce Expertise in speCific FUDctloDOII area He has expertise in guiding CWrent Business and manltJwng me

financial aspects oHhe bUsiness Jgtireetorship held in other Companies 8 MembershipChairmanship of Commit tees 1 across all Jgtublic Companies other than PHL Number of shares held in tle Company Nil

ANNEXURE -2

Da te of DiI-tll January 201962 Qualifi cations Bachelors Degree in Arts

Expert ise in specific Funeti Dnal area She has vast experience and expertise in Iluman Resour ce of me business

i)irectorshlp held in otherCompani~s 4

MembershipChainnansbip ofCoJnm i ees Nil across OIl) Public Companies other than PHL Num ber ofshafcs held Ln tbe Company Il