Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Autoriders International Ltd AGM Information 2021

Sep 6, 2021

61072_rns_2021-09-06_dbb46ac1-75b0-418a-aed3-d9be36c54486.pdf

AGM Information

Open in viewer

Opens in your device viewer

Date: September 06, 2021

To, Dy. General Manager Marketing Operations (Listing) BSE Limited P.J. Tower, 25th Floor, Dalal Street, Fort, Mumbai- 400 001.

BSE Scrip Code :512277 Sub: Notice of 36th Annual General Meeting of the Company scheduled to be held on Thursday, September 30, 2021 at 4.30 PM.

Dear Sirs,

With reference to the subject matter, we would like to inform you that the Thirty-Sixth Annual General Meeting (AGM) of Members of the Company is scheduled to be held on Thursday, September 30, 2021 at 4.30 PM at 4-A, Vikas Centre, 104, S.V. Road, Santacruz (W), Mumbai-400054, inter alia, to transact the business as set out in the notice convening the Meeting.

Enclosed herewith please find the notice of the 36th AGM, for your reference.

You are requested to take the above intimation on record.

Yours Faithfully,

For and on behalf of Autoriders International Limited.

ACS Sweety Dhumal Company Secretary & Compliance Officer

Place: Mumbai

NOTICE

NOTICEis hereby given that the 36AnnualGeneral Meetingofthe MembersofAutoriders International Limited, will be held on Thursday, 30t September, 2021 at 4.30 p.m.at its RegisteredOffice situated at 4-A, Vikas Centre, 104, S.V. Road, Santacruz (W), Mumbai- 400 054 to transact the following business.

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Audited Standalone Financial Statementof the Companyforthe financial year ended March 31, 2021 together with the reports of the Board of Directors and Auditors thereon, to consider and if thoughtfit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:

"RESOLVED THATthe Audited Standalone Financial Statementofthe Companyfor the financial year ended March 31, 2021 together with the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted."

  1. To appoint Mrs. Maneka Mulchandani (DIN 00491027), whoretires by rotation asa Director and offer herself to be appointed as a Director of the Companyandin this regard, to consider and if thoughtfit, to pass, with or without modification(s), the - following resolution as an Ordinary Resolution:

"RESOLVED THATin accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Maneka Mulchandani (DIN 00491027), whoretires by rotation at this meeting be and is hereby appointedas a Director of the Company."

SPECIAL BUSINESS:

  1. To regularize the appointmentofMr. PranavSalil Kapur (DIN: 07813604) and designate him as a Non- executive IndependentDirector of the Company:

To considerand,if thoughtfit, to pass the following as a Special Resolution:

"RESOLVED" THAT pursuant" to" recommendation ofthe Nomination and Remuneration Committee and approval of the Board of Directors and pursuantto the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions,if any, of the CompaniesAct, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable

provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereoffor the time beingin force), the approval of the membersofthe Companybe and is hereby accorded to appoint and designate Mr. Pranav Salil Kapur (DIN: 07813604), Director, as Non-Executive IndependentDirectorofthe Company, whohas submitted a declaration confirming the criteria of Independence under Section 149 (6) of the Act read with the Listing Regulations, as amended from time to time, whose term shall not be subject to retirement by rotation,to hold office for 1st term of five (5) consecutive years on the Board of the Company with effect from conclusion of ensuing Annual General Meeting".

By orderofthe Board of Directors of, AUTORIDERS INTERNATIONAL LIMITED

for AUTORIDERS INTERNATIONAL LTD,«,

DIRECTQaneki VijayMulchandanbey Director (DIN: 00491027)

Date: 4h September, 2021 Place: Mumbai

Registered Office

4A, Vikas Centre, 104, S.V.Road, Santacruz-W,Mumbai-400054 Tel:-022-66944059 Fax:- 022-66944057 CIN: - L70120MH1985PLC037017 Email:- [email protected] Website:- www.autoriders.in

NOTES:

1, In respect of resolutions statement giving additional information on director seeking appointment of Independent Directors is annexed herewith as required under

5 Annual Report 2020-21

Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Pursuant to the provisions of section 105 of the Companies Act, 2013, a person can act proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital of the Company. Member holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member.

The instrument of Proxy in order to be effective should be returned to the Registered Office of the Company, duly completed signed and stamped not less than FORTY–EIGHT HOURS before the commencement of the meeting i.e. by 4.30 p.m. on Tuesday, 28th September, 2021.

Proxies submitted on behalf of limited companies, societies, etc. must be supported by appropriate resolution/authority, as applicable, issued by the member organization. A Proxy form is sent herewith.

    1. Only registered Members (i.e. Equity shareholders) of the Company may attend and vote at the Annual General Meeting.
    1. The Register of Members and Share Transfer Books will be closed from Friday, 24th September, 2021 to Thursday, 30th September 2021 (both days inclusive).
    1. Members are requested to send all communications relating to shares to our Registrar & Share Transfer Agent (R & T Agent) at the following address: Link Intime (India) Pvt Ltd, C-101, 247 Park, L.B.S. Marg, Vikhroli (W) Mumbai- 400083, Phone No. (022) 49186000; Fax No. (022) 49186060, Email: [email protected] web www.linkintime.co.in
    1. Members/ Proxies are requested to bring the attendance slips duly filled in and copies of the Annual Report to the Meeting. The identity/signature of the members holding shares in electronic/demat form is liable for verification with specimen signatures as may be furnished by NSDL/CDSL to the Company. Such members are advised to bring relevant identity card, issued by the Depository Participant to attend the Annual General Meeting.
    1. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative along with their specimen signature to attend and vote on their behalf at the meeting.
    1. In case of joint holder, only joint holder who is higher in the order of names will be entitled to vote.
    1. Relevant 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 except Sundays between 11.00 am and 1.00 pm up to the date of the meeting.
    1. Member who is desirous of getting any information as regard to the business to be transacted at the meeting are requested to write to the Company their queries at least seven days in advance of the meeting in order to keep the required information readily available at the meeting.
    1. Shareholders can register their complaints, if any on an exclusive email [email protected] and [email protected]
    1. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
    1. The Securities and Exchange Board of India (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 the PAN to their Depository Participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit the PAN details to the Registrar and Share Transfer Agents/Company.
    1. Electronic copy of the Annual Report for 2021 being sent to all the members whose Email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same.
    1. Electronic copy of the Notice of 36th Annual General Meeting of the Company along with Attendance Slip and Proxy Form is being sent to all the members whose Email IDs are registered with the Company/Depository Participant(s) for communication purposes along with Attendance Slip and Proxy Form is being sent in the permitted mode.
    1. Members may also note that, the Notice of the 36th Annual General Meeting and the Annual Report for 2021 will also be available on the Company's website www.autoriders.in for their download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office in Mumbai for inspection during normal business hours on working days.
    1. Voting through electronic means :-

The remote e-voting period begins on Monday, 27th September, 2021 at 9:00 A.M. and ends on Wednesday, 29th September, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, 22nd September, 2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, 22nd September, 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type
of
Login Method
shareholder
s
Individual 1.
Existing IDeAS user can visit the e-Services website of NSDL
Shareholders Viz.
https://eservices.nsdl.com
either
on
a
Personal
holding Computer or on a mobile. On the e-Services home page click
securities in on the "Beneficial Owner" icon under "Login" which is

demat mode with NSDL. available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

    1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
    1. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

Individual
Shareholders
holding
securities in
demat mode
with CDSL
1.
Existing users who have opted for Easi / Easiest, they can
login through their user id and password. Option will be
made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest
are
https://web.cdslindia.com/myeasi/home/login
or
www.cdslindia.com and click on New System Myeasi.
2.
After successful login of Easi/Easiest the user will be also
able to see the E Voting Menu. The Menu will have links of e
Voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3.
If the user is not registered for Easi/Easiest, option to
register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegist
ration
4.
Alternatively, the user can directly access e-Voting page by
providing demat Account Number and PAN No. from a link in
www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as
recorded
in
the
demat
Account.
After
successful
authentication, user will be provided links for the respective
ESP i.e. NSDL where the e-Voting is in progress.
Individual
Shareholders
(holding
securities in
demat
mode) login
through
their
depository
participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL
for e-Voting facility. upon logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to
NSDL/CDSL
Depository
site
after
successful
authentication,
wherein you can see e-Voting feature. Click on company name or e
Voting service provider i.e. NSDL and you will be redirected to e
Voting website of NSDL for casting your vote during the remote e
Voting period

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
10 Annual Report
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact NSDL helpdesk by sending a request at
NSDL [email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact CDSL helpdesk by sending a request at
CDSL [email protected] or contact at 022-

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
    1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
    1. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300***
and Client ID is 12** then your user
ID is IN30012***.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN
Number
followed
by
Folio
Physical Form. Number registered with the company
For example if folio number is 001***
and EVEN is 101456 then user ID is
101456001***
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

    1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
    1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected].
    1. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
    1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
    1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Guidelines for shareholders

  • I. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
  • II. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
  • III. The remote e-voting period commences on 27th September 2021 (9:00 am) and ends on 29th September, 2021 (5:00 pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, 22nd September, 2021, 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 subsequently.

  • IV. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
  • V. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
  • VI. Sonali Gamne, Company Secretary in Practice (Membership No.36772) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
  • VII. 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 scrutinizer, by use of "remote e-voting" or "Ballot Paper" or "Poling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
  • VIII. The Scrutinizer shall after the conclusion of voting at the general meeting, 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 later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
  • IX. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.autoriders.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

ANNEXURE TO NOTICE

Resolution No. 2

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief profile of the Directors proposed to be appointed/re-appointed at the Annual General Meeting is given below:

Name of Director Maneka Mulchandani
Date of Birth 27.03.1957
Date of Appointment 25.06.2002
Qualification Hotel Management
Experience in specific functional areas 27 years
Directorship in other Companies 1
Chairman/Member of the Committees of Member of Stakeholders Relationship
the Board of Directors of the Company Committee
Chairman/Member of the Committees of NIL
the Board of Directors of the other
Companies in which he is a Director
No of shares held in the Company NIL
Nature of expertise in specific functional Experience and knowledge of working in
areas Tours and travels companies over long
period.
Inter-se Relationship between Directors N.A
Director Identification Number 00491027

Resolution No. 3:

To regularize the appointment of Mr. Pranav Salil Kapur (DIN: 07813604) and designate him as a Non- executive Independent Director of the Company:

On recommendation of the Nomination & Remuneration Committee, The Board of Directors of the Company at its meeting, have appointed Mr. Pranav Salil Kapur (Din: 07813604) as a Non-Executive Additional Director of the Company, to hold office with effect from 12th March, 2020, subject to the consent by the Members of the Company at the ensuing Annual General Meeting.

The Board of Directors, in its meeting held on 4th September, 2021 and on the recommendation of the Nomination & Remuneration Committee, proposed to appoint Mr. Pranav Salil Kapur (DIN: 07813604) as a Non-Executive Independent Director of the Company, to hold office for the period of Five (5) consecutive years with effect from

conclusion of ensuing Annual General Meeting i.e 30th September, 2021 up to 29th September, 2026.

Accordingly, it is proposed to appoint him as Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold office for 1st term of Five (5) consecutive years with effect from conclusion of ensuing Annual General Meeting i.e 30th September, 2021 up to 29th September, 2026.

The Company has received a declaration from Mr. Pranav Salil Kapur confirming that he meets the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. Mr. Pranav Salil Kapur is also not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as the Director of the Company.

In the opinion of the Board, Mr. Pranav Salil Kapur fulfills the Conditions for his appointment as an Independent Director as specified in the Act and SEBI (LODR) Regulations and he is Independent of the Management.

Brief profile of Mr. Pranav Salil Kapur whose appointment as Independent Director is proposed at Item No. 3 is provided below to this Notes pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India. Mr. Pranav Salil Kapur is interested in the resolution set out at Item No. 3 of the Notice with regard to his appointment.

A Copy of the draft letter of Appointment for Independent Directors, setting out the terms and conditions for the appointment of Independent Directors is available for inspection by the Members at the registered office of the Company during business hours on any working day upto the Annual General Meeting and is also available on the website of the Company.

Mr. Pranav Salil Kapur and his relatives are not related to any other Director and Key Managerial Personnel of the Company.

The Board is of the opinion that it will be beneficial to the Company to avail of the services as an Independent Director of the Company and recommends the Special Resolution as set out in the Notice for approval of Shareholders.

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief profile of the Directors proposed to be appointed at the Annual General Meeting is given below:

Sr. No Particulars Information
1. Director
Identification
07813604
Number (DIN)
2. Name (in full) Mr. Pranav Salil Kapur
3. Father's Name (in full) Mr. Salil Ramprakash Kapur
4. Address 101/102, Oxford Tower, Off New Link
Road, Oshiwara,
Andheri
West,
Azad
Nagar, Mumbai-400053.
5. E-mail id [email protected]
6. Mobile no 9892245234
7. Occupation Self Employed (CEO of Yu-Th Ad Retail
Ventures Private Limited)
8. Date of birth 15/08/1979
9. Nationality Indian
10. Experience/
Nature
of
Mr.
Pranav
Salil Kapur is
having
good
expertise in specific functional working experience in textile industry and
areas has good understanding of accounts and
business marketing. He is also a Director of
the Company which is mainly in Travel and
tour business.
11. Education Graduate
12. Directorship
in
other
2
Companies
13. Chairman/Member
of
the
NIL
Committees of the Board of
Directors of the Company
14. Chairman/Member
of
the
NIL
Committees of the Board of
Directors
of
the
other
Companies in which he is a
Director
15. No
of
shares
held
in
the
NIL
Company
16. Inter-se Relationship between NA
Directors

BRIEF PROFILE OF Mr PRANAV SALIL KAPUR: