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Asian Hotels (West) Ltd Proxy Solicitation & Information Statement 2020

Feb 15, 2020

62553_rns_2020-02-15_a0736706-0375-480c-8442-2ae072748991.pdf

Proxy Solicitation & Information Statement

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REGISTERED OFFICE 6TH FLOOR, ARIA TOWERS, J. W. MARRIOTT, NEW DELHI AEROCITY, ASSET AREA 4, HOSPITALITY DISTRICT, NEAR IGI AIRPORT NEW DELHI. 110 037 TEL.: 011 46101210 FAX: 011 41597321 CIN NO: L55101DL2007PLC157518 WEBSITE: www.asianhotelswest.com

ASIAN HOTELS (WEST) LIMITED

15th February, 2020

Manager Manager
Listing Department Listing Department
Bombay Stock Exchange National Stock Exchange
Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex
Dalal Street, Fort Bandra (East)
Mumbai -400001 Mumbai -400051
Scrip Code: 533221 Scrip Code: AHLWEST

Ref: Intimation of Extra Ordinary General Meeting of the Company.

Pursuant to Regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, we wish to inform you that Extra Ordinary General Meeting (EGM) of the Company will be held on Wednesday, 11th March, 2020 at 10.00 A.M. at Mapple Emerald, NH8, Rajokri, New Delhi - 110038. The copy of the EGM Notice is attached.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company will provide to its Members the facility to exercise their vote(s) electronically for the resolution as set out in the Notice convening the EGM of the Company.

The Company has fixed Wednesday, 4 th March, 2020 (end of day) as the cut-off-date to determine the entitlement of voting rights of Members opting for e-voting/poll at venue. The remote e-voting facility shall commence on Sunday, 8 th March, 2020 from 9.00 a.m. and ends on 10th March, 2020 at 5.00 p.m. The Company has entered into an arrangement with M/s Kfin Technologies Private Limited for facilitating e-voting through their e-voting platform.

Please take above on record.

ASIAN HOTELS (WEST) LIMITED

CIN; LSS101DL2007PLC157518

Registered office: 6th Floor, Aria Towers, JW Marriott, New Delhi, Aerocity, Asset Area 4, Hospitality District, Near IGI Airport, New Delhi - 11 O 037 Tel: 011-41597315, email: vivek.jain@asjanhotelswest com. Website: www asianhotelswest com

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

NOTICE be and is hereby given that an Extra-Ordinary General Meeting (EGM) of the members of Asian Hotels (West) Limited ("the Company") will be held on Wednesday, 11th March, 2020 at 10:00 A.M. at Mapple Emerald, NHS, Rajokri, New Delhi 110038 to transact the following business:

SPECIAL BUSINESS:

1. To appoint Mrs. Vinita Gupta, (DIN: 00501674) as a Non-Executive-Non-Independent Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of Companies Act, 2013 and read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or amendment(s) or re - enactments thereof for the time being in force), Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended and based on the recommendation of the Nomination and Remuneration Committee, Mrs. Vinita Gupta (DIN: 00501674), aged 73 years, who was appointed as a Non - Executive Additional Director of the Company w.e.f. 23rd December, 2019 by the Board of Directors and who holds office upto the date of next Annual General Meeting in terms of Section 161 and other applicable provisions of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Article 91 of the Article of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member signifying his intention to propose the candidature of Mrs. Vinita Gupta for the office of the Director, be and is hereby appointed as a Non-executive-Non-Independent Director of the Company, liable to retire by rotation, with effect from the date of this Meeting."

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/ or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

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By order of Board of Directors For Asian Hotels (West) Limited

Date: 14th February, 2020 Place: New Delhi

VlvekJain Company Secretary Membership No - F7204

NOTES:

  • 1. An Explanatory Statement, pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") in respect of the special business set out in the Notice is annexed hereto.

  • 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRA-ORDINARY GENERAL MEETING {EGM) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF ON A POLL AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY FORM {MGT-11) IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED AND SIGNED AND MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN FORTY EIGHT HOURS BEFORE THE TIME OF COMMENCEMENT OF THE MEETING.

  • 3. A proxy form in Form MGT-11 for the EGM is enclosed herewith. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other Member or shareholder.

  • 4. Corporate Members intending to send their authorized representative(s) u/s 113 of the Companies Act, 2013 (the Act), are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote at the meeting.

  • 5. In case of joint holding, the joint holder whose name stands first, as per the Company's records, shall alone be entitled to vote.

  • 6. All the documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Office of the Company on all working days between 11.00 a.m. and 1.00 p.m. upto the date of Extra-Ordinary General Meeting.

  • 7. Members / Proxy-holders are requested to produce at the entrance, the attached Attendance Slip duly filled in, for admission to the meeting hall. Members who hold shares in dematerialised form are requested to bring their Client ID and DP ID for identification.

  • 8. a) Members holding shares in Physical form are requested to notify the Registrar and Share Transfer Agent (RT A)/ Company change in their address, if any, with pin code, quoting their folio number.

    • b) Members holding shares in electronic form should notify any change in their residential address or bank details directly to their respective Depository Participants ..
  • 9. Non-Resident Indian Shareholders are requested to inform the RT A/ Company/ respective Depository Participant:

    • a} Paniculars of NRE/NRO Bank Account maintained in India with complete name and addre:ss of the Bank, if not already intimated.
    • b) Change, if any, in their Residential status.
  • 10. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ RTA.

  • 11. Members holding shares in a single name and physical form are advised to make nomination in respect of their shareholding in the Company.

  • 12. Electronic copy of the Notice of this EGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the Members whose e-mail Addresses are registered with the Company and / or Depository Participant(s) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their email address, physical copies of the Notice of this Extra-Ordinary General Meeting of the Company inter alia indicating the process and manner of a-voting along with Attendance Slip and Proxy Form are being sent in the permitted mode.

  • 13. The Board of Directors has appointed Mr. Dhawal Kant Singh, Company Secretary in Whole Time Practice, (CP No 7347), as the Scrutinizer to scrutinize the voting and remote E-Voting process in a fair and transparent manner. The Scrutinizer shall, within a period of two working days from the conclusion of the E-Voting period, unlock the votes in the presence of at least two witnesses, not in employment of the Company and make a Scrutinizer's Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

  • 14. Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. close of business hours on March 4, 2020 and not casting their vote electronically, may only cast their vote at the Extra-Ordinary General Meeting.

  • 15. A member can opt for only one mode of voting i.e. either through a-voting or by Ballot. If a Member cast votes by both modes, then voting done through a-voting shall prevail and Ballot shall be treated as invalid.

    • The voting rights of the shareholders shall be in proportioh to the shares held by them, of the paid-up equity share capital of the Company as on the cut-off date of close of working hours of March 4, 2020.
  • 16. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www asianhotelswest.com and on the website of Kfin Technology Private Limited (Registrar and Share Transfer Agent of the Company) within 48 hours of passing of the resolution at this Extra-Ordinary General Meeting of the Company and shall be communicated to BSE Limited and National Stock Exchange of India Ltd.

  • 17. Shareholders are requested not to carry any briefcase, carry bag, shopping bag and the like to the venue since these will not be allowed inside for security reasons.

  • 18. Members are requested to bring along their copy of the Notice of the meeting.

  • 19. The business mentioned in the Notice may also be transacted through electronic voting system arranged by M/s Kfin Technology Private Limited. The process for e-voting has been annexed in the Notice.

THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY ARE AS UNDER:

  • 1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 (1) & (2) of SEBI (LODA), 2015, the Company is pleased to provide to the members facility to exercise their right to vote on resolution proposed to be considered at the Extra-ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-Voting Services. The a-voting period commences on Sunday, 8th March, 2020 (9.00 A.M. 1ST) and ends on Tuesday, 10th March, 2020 (5.00 P.M. 1ST). During this period, shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday, March 4, 2020, may cast their votes electronically. At the end of the voting period the portal shall forthwith be blocked.
  • 2. Open your web browser during the voting period and navigate to 'https://evoting karyy com'
  • 3. Enter the login credentials (i.e., user-id & password) mentioned on the Ballot Form. Your folio/DP Client ID will be your User-ID.
User-ID For Members holding shares in Dernat Form:-
For NSDL :- 8 Character DP ID followed by 8 Digits Client IDa)
For CDSL :- 16 digits beneficiary IDb)
For Members holding shares in Physical Form:-
*Event no. followed by Folio Number registered with the Company
Password Your Unique password is printed on the Ballot Form / via email forwarded through theelectronic notice
Captcha Enter the Verification code i.e., please enter the alphabets and numbers in the exact wayas they are displayed for security reasons.
  • 4. For any queries or grievance or clarification regarding e-voting process the members may contact Mr. Vivek Jain, Company Secretary & Compliance Officer of the Company or can contact RTA toll free No. 1-800-34-54-001.
  • 5. After entering these details appr9priately, click on "LOGIN".
  • 6. Members holding shares in Demat/Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a•z). one numeric value (0-9) and a special character. Kindly note that this password can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote, provided that Company opts for e-voting through M/s Kfin Technology Private Limited a-Voting platform. System will prompt you to change your password and update any contact details like mobile#, email ID etc on 1st login. You may also enter the Secret Question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • 7. You need to login again with the new credentials.
  • 8. On successful login, system will prompt to select the 'Event' i.e., 'Company Name'.
  • 9. If you are holding shares in Demat form and had logged on to "https·//eyoting,karvy com" and casted your vote earlier for any Company, then your exiting login id and password are to be used.
  • 10. On the voting page, you will see Resolution Description and against the same the option 'FOR/AGAINST/ ABSTAIN' for voting. Enter the number of shares (which represents number of votes) under 'FOR/AGAINST/ ABSTAIN' or alternatively you may partially enter any number in 'FOR' and partially in 'AGAINST', but the total number in 'FOR/AGAINST' taken together should not exceed your total shareholding. If the shareholder do not wants to cast, select 'ABSTAIN'
  • 11. After selecting the resolution you have decided to vote on, click on "SUBMIT''. A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • 12. Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.
  • 13. Corporate/Institutional Members (corporate/Fis/Flis/Trust/Mutual Funds/Banks, etc) are required to send scan (PDF format) of the relevant Board resolution to the Scrutinizer through e-mail to info@dsassoci,Jte.com with copy to [email protected]. The file scanned image of the Board Resolution should be in the naming format "Corporate Name_ Event no."
  • 14. In case a person has become a Member of the Company after dispatch of EGM Notice but on or before the cut-off date for E-voting i.e., 4th March, 2020 he/she may obtain the User ID and Password in the manner as mentioned below

If the mobile number of the member is registered against Folio No.I DP ID Client ID, the member may send SMS: MYEPWD

E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL:MYEPWD 1402345612345678

Example for Physical:MYEPWD XXXX1234567890

By order of Board of Directors For Asian Hotels (West) Limited

Date: 14th February, 2020 Place: New Delhi

VivekJain Company Secretary Membership No - F7204

Explanatory Statement Pursuant to section 102(1) Qf tha companies Act, 201 J

ITEM N0.1

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed Mrs. Vinita Gupta (DIN: 00501674) as a Non Executive Additional Director w.e.f 23rd December, 2019.

In terms of Section 161(1) of the Companies Act, 2013 read with Article 91 of the Articles of Association of the Company, Mrs. Vinita Gupta holds office as an Additional Director only up to the date of the forthcoming Annual General Meeting. Further, the Company has received a notice from a Member of the Company, under Section 160 of the Companies Act, 2013, signifying his intention to propose the candidature of Mrs. Vinita Gupta for the office of Director of the Company.

In terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations") as amended, "No listed entity shall appoint a person or c�ntinue the directorship of any person as a Non-Executive Director who has attained the age of seventy five years unless a special resolution is passed to that effect" and during the continuation of her directorship position in the Company, Mrs. Vinita Gupta will attain the age of more than 75 years. The proposed resolution in the notice shall be deemed to be passed under the said regulation of the Listing Regulations.

Mrs. Vinita Gupta, aged around 73 years has done Graduation from South Indian Education Society, Bombay University, in the year 1966. She is one of the Members of Promoter Group of the Company.

Mrs. Vinita Gupta is not debarred from holding the office of Director pursuant to any SEBI order.

The other details of Mrs. Vinita Gupta in terms of Regulation 36(3) of the Listing Regulation and Secretarial Standard 2 is annexed to this Notice

Except Mrs. Vinita Gupta, Mr. Sushil Kumar Gupta and Mr. Sandeep Gupta none of the Directors or the Key Managerial Personnel of the Company, including their relatives, is in anyway, concerned or interested, financially or otherwise, in the said resolution.

The Board of Directors is of the opinion that Mrs. Vinita Gupta's, vast knowledge and varied experience will be of great value to the Company and has recommended the Resolution at Item No.1 of this Notice relating to her appointment as a Director, liable to retire by rotation as Special Resolution for your approval.

By order of Board of Directors For Asian Hotels (West) Limited

Date: 14th February, 2020 Place: New Delhi

VivekJain Company Secretary Membership No - F7204 Details of Directors seeking appointment / re-appointment at the forthcoming Extra-Ordinary General Meeting of the Company (Pursuant to Clause 36(3) of the Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standard - 2 on General Meetings.

Name of the Director Mrs. Vinita Gupta
Date of Birth 15111 March, 1946
Age 73 Years
Date of Appointment on theBoard 23rd December, 2019
Qualifications Graduation from South Indian Education Society, Bombay University, inthe year 1966.
Expertise in specificfunctional area She is one of the Members of Promoter Group category of Asian Hotels(West) Limited, (owner of Hyatt Regency, Mumbai), Listed on Bombay StockExchange and National Stock Exchange of India Limited, having an overallexperience of more than 10 years in hospitality industry.
Number of shares held as on31st December, 2019 in theCompany Equity Shares Preference Shares
4,58,926 12,50,000
Other Directorshipheldinother Companies Unlisted Listed
1. Aria Resorts India Private Limited2. Aria International Limited Nil
Remuneration last drawnduring the year. Rs. 20,000/- (Sitting fee)
Number of Board Meetingsattended during the year 1 (one)
Membership in the Committeesof the other Boards NIL
Relationship betweenDirectors and KMPs of theCompany Mrs. Vinita Gupta is the wife of Mr. Sushi! Kumar Gupta (Chairman andManaging Director) and Mother of Mr. Sandeep Gupta (Executive WholeTime Director).

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