AVG Logistics Limited — AGM Information 2020

Sep 8, 2020

September 08, 2020

National Stock Exchange of India Limited Exchange Plaza, BandraKurlaComplex, Bandra (East), Mumbai - 400051.

Scrip Code: AVG

Dear Sirs,

Sub: Notice to shareholders for convening Annual General Meeting

In Compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Please Note that the 11th Annual General Meeting (AGM) of the members of M/s AVG Logistics Limited is scheduled to be held on Wednesday, 30th September, 2020 at 03:00 P.M at the JP hotel & resorts, 6B, Patparganj I.P. Extension, NH-24, behind CNG petrol pump, Delhi- 110092, to transact the Business as set out in the Notice of AGM (attached herewith).

Kindly take the same in your records.

Thanking you,

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 11th ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S AVG LOGISTICS LIMITED IS SCHEDULED TO BE HELD ON WEDNESDAY, 30TH SEPTEMBER, 2020 AT 03:00 P.M AT THE JP HOTEL & RESORTS, 6B, PATPARGANJ I.P. EXTENSION, NH-24, BEHIND CNG PETROL PUMP, DELHI- 110092 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

• 1. To consider and adopt the Annual Financial statements comprising of Audited Balance Sheet of the Company as at 31st March 2020 and the statement of profit and loss for the period Starting from 1st April 2019 to 31st March 2020 and Notes forming part of the Financial Statement for the year ended 31st March, 2020 together with the Director's Report and Auditor's Report thereon.
• 1. To appoint Mrs. Asha Gupta (DIN: 02864795), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS

1. Appointment of Mr. Pawan Kant, (DIN: 08594895) as Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, and a recommendation has been received from the Nomination and Remuneration Committee under section 160 of the Companies Act, 2013 for the appointment of Mr. Pawan Kant, (DIN: 08594895) who was appointed by the Board of Directors as an Additional Director (Independent category) of the Company with effect from 05th November, 2019, and who holds office pursuant to the provisions of Section 161 of the Companies Act, 2013 upto the date of ensuing Annual General Meeting and who meets the criteria for independence as provided in Section 149(6) of the Act, along with the rules framed thereunder, and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, the consent of the shareholders be and is hereby accorded for his appointment as an Independent Director of the Company for a term of five years, whose period of office shall not be subject to retirement by rotation.

RESOLVED FURTHER THAT the consent of the Company be and is hereby conferred upon Board of Directors to do all acts, deeds including filing of requisite forms and take steps as may

be deemed necessary proper or expedient to give effect to this Resolution and matters incidental thereto, including to authorize any director to perform all such acts incidental thereto".

Place: Delhi Date: September 04, 2020 By Order of Board of Directors For, AVG Logistics Limited

Sd/-

Laveena Jain Company Secretary and Compliance Officer

NOTES:

• 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent 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 person or Shareholder.
• 1. Body Corporate member are requested to send a certified copy of the Board Resolution authorizing their representative to attend & vote at the meeting pursuant to provisions of section 113 of the Companies act, 2013.
• 1. All documents referred in the accompanying notice are available for inspection at the Registered Office of the Company during working days between 10.00 A.M. to 1.00 P.M. till the date of Annual General Meeting and also at the meeting.
• 1. Members are requested to intimate the change, if any, in their registered address immediately.
• 1. Members/Proxies should bring the Attendance Slip duly filled in and signed for attending the meeting.
• 1. It will be appreciated that queries, if any, on accounts and operations of the company are sent to the Registered Office of the Company ten days in advance of the meeting so that the information may be made readily available.
• 1. The Register of Directors and their Shareholdings, Register of Contracts with related party and in which directors are interested and Register of Proxies would be available for inspection by the Members at the meeting.
• 1. Register of Members and the Share Transfer Books of the Company will remain closed from Friday, the 26th September, 2020 to Wednesday the 30th September, 2020 (both days inclusive).
• 1. A person entered in Register of Members on 25.09.2020 shall be eligible to exercise the right of a member to participate and vote at the general meeting and any change to an entry on the register after the Record Date shall be disregarded in determining the right of any person to attend and vote at such general meeting.
• 1. The non-resident Indian shareholders are requested to inform the company immediately about:
  • a. The change in the residential status on return to India for Permanent settlement.
  • b. The particulars of NRO bank account in India if not furnished Earlier.

• 1. The Company has made necessary arrangements for the members to hold their shares in dematerialized form. Members are also entitled to make nomination in respect of the shares held by them in dematerialized form with their respective DP's.
• 1. Additional Information, pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in respect of the directors seeking appointment/ reappointment at the Annual General Meeting, is furnished as annexure to the Notice. The directors have furnished consent /declaration for their appointment/ reappointment as required under the Companies Act, 2013 and the rules there under. ATTACHED AS ANNEXURE- 1.
• 1. Pursuant to the provisions of Sections 101 and 136 of the Act read with the Companies (Accounts) Rules, 2014 Annual Report for the Financial Year 2019-20, the notice of the 11TH Annual General Meeting along with Attendance Slip and Proxy form, are being sent by electronic mode to the members whose email addresses are registered with the Company/ Depository Participant(s) and the Notice of AGM available on website of the company at www.avglogistics.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com.
• 1. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their Demat accounts.
• 1. The Annual Report of the Company will be available on the Company's website, As per Section 136(1), the physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days.
• 1. A person who is not a member as on cut-off date should treat this Notice for information purpose only.
• 1. In case of Joint holder's attending the meeting, the Joint-holder's who is higher in the order will be entitled to vote at the meeting.
• 1. A route map showing direction to reach the venue of the meeting is given at the end of this Notice.
• 1. E-Voting is not applicable on those companies who has less than 1000 shareholders and The listed Companies whose securities are listed on the SME platform as per the amendment in the Rule 20 of the companies Rules 2014.

FOR AVG LOGISTICS LIMITED

Place: DelhiDate: September 04, 2020	By Order of Board of DirectorsFor, AVG Logistics Limited
	Sd/-
	Laveena Jain
	Company Secretary and Compliance Officer

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013

ITEM – 3

Your Board of Directors wish to inform you that with a view to strengthen the Board and on the recommendation of Nomination and Remuneration Committee, Mr. Pawan Kant, (DIN: 08594895) was appointed as an Additional Director (Independent category) of the Company, and who shall hold office till the end of the ensuing Annual general meeting.

Further, since the company has been benefitted with the rich experience of Mr. Pawan Kant thus, pursuant to the provisions of Section 160 of the Act, the Nomination and Remuneration Committee further recommended for the appointment of Mr. Pawan Kant as a Director (Independent category).

Mr. Pawan Kant has given a declaration that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, Mr. Pawan Kant fulfills the conditions specified in the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the Listing Regulations for his appointment as an Independent Director of the Company and is independent of the management.

Accordingly, the Board considers that his association would be of immense benefit to the Company and it is desirable to avail the services of Mr. Pawan Kant as an Independent Director for a term of five consecutive years. But for the said purpose, your approval is solicited by passing Ordinary Resolution as set out at Item No. 3 of the notice of the AGM. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution. Mr. Pawan Kant is not related to any Director of the Company.

Annexure - 1

Details of Directors seeking Appointment / Re-appointment at the 11th Annual General Meeting pursuant to Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

I.	Name of Director	Mrs. Asha Gupta(DIN: 02864795)	Mr.Pawan Kant(DIN: 08594895)
II.	Age	51 years	62 years
III.	Qualification	Art Graduate fromMaharashi DayanandUniveersity , Rohtak	Masters of Science(Chemistry) Institution:Chaudhary CharanSingh( PreviouslyMeerut)University,Meerut (UP)
IV.	Brief resume including profile,experience and expertise inspecific functional areas	Mrs. ASHA Gupta haswide experience ofwarehousing and cargohandling services.Because of her ability,experience, interpersonnel skill andexpert in marketingstrategies she hasalways achieved a steepgrowth in transportationbusiness. She hasachieved an unexpectedgrowth in warehousingbusiness as well.	Mr.Pawan Kant havingvery rich experience of34 (thirty four)years inof transportation &logistics business , Heheaded the position ofdirector on the boards ofState WarehousingCorporations ofHaryana, Uttar Pradesh,Andhra Pradesh,Telangana State, Punjaband Meghalaya forabout 10 (ten) years,further he wasappointed as Advisor tothe Managing Directorof Central RailsideWarehouse CompanyLimited, besides thatMr.kant is having goodexperience of allmanagerial functionsinvolving theOperational activitiesand corporate activities
V.	Shareholding in the Company ason March 31, 2020	53.23%	includingNIL
VI.	names of listed entities in whichthe person also holds thedirectorship and the membershipof Committees of the board	NIL	NIL

VII.	Relationship with other Directors	Wife of Mr. Sanjay	Not Applicable
	of the Company	Gupta , Managing
		Director of the
		Company

Place: Delhi Date: September 04, 2020

By Order of Board of Directors For, AVG Logistics Limited

Sd/-

Laveena Jain Company Secretary and Compliance Officer

ATTENDANCE SLIP

(TO BE PRESENTED AT THE ENTRANCE) 11th ANNUAL GENERAL MEETING ON WEDNESDAY, 30TH SEPTEMBER, 2020 AT 3:00 P.M. At JP HOTEL & RESORTS, 6B, PATPARGANJ I.P. EXTENSION, NH-24, BEHIND CNG PETROL PUMP,DELHI-110092

Folio No.……………….. DP ID ………………….. Client ID No. ………………………… Name of the Member: ……………………… Signature: ………………………. Name of the Proxy holder: ………………………….. Signature: ……………………… No. of Share(s) held …………………………. I hereby record my presence at the 11th Annual General Meeting of the Company held on Wednesdat, 30th September, 2020 at ………………………………….

NOTE:

1. Only member/proxy holder can attend the meeting.

2. Member/proxy holder should bring his/her copy of the Annual Report for reference at the meeting.

3. In the case of joint holders, the signature of any one holder shall be sufficient, but the names of all joint holders should be stated.

Form No. MGT-11 Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L60200DL2010PLC198327 Name of the Company: AVG LOGISTICS LIMITED Registered office: OFFICE NO. 25, D.D.A MARKET, SAVITA VIHAR DELHI 110092

Name of the Member(s):
Registered address:
E-mail Id:
Folio No/ Clint Id:
DP ID:
I/ We being the member of _________________, holding __________________shares, hereby appoint
1. Name:
Address:
E-mail Id:
Signature: ______________________, or failing him
2. Name:
Address:
E-mail Id:
Signature: ______________________,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 11th Annual General Meeting of the Company, to be held on 30th September, 2020 At 3:00 P.M. at JP Hotel & Resorts, 6b, Patparganj I.P. Extension, Nh-24, Behind Cng Petrol Pump,Delhi- 110092 and at any adjournment thereof in respect of such resolutions as are indicated below:

RESOLUTION NO:

Res No.	DESCRIPTION	FOR	AGAINST
1.	To consider and adopt the Annual Financialstatements comprising of Audited BalanceSheet of the Company as at 31st March 2020and the statement of profit and loss for theperiod Starting from 1st April 2019 to 31stMarch 2020 and Notes forming part of theFinancial Statement for the year ended 31stMarch, 2020 together with the Director'sReport and Auditor's Report thereon.
2.	To appoint Mrs. Asha Gupta (DIN:02864795), who retires by rotation and being

	eligible, offers herself for re-appointment.
3.	Appointment of Mr. Pawan Kant, (DIN:08594895) as Independent Director of theCompany.

Signed this _________________ day of ______________ 2020 Signature of Shareholder Signature of Proxy holder(s)

Affix Revenue Stamp

Note:

• 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,not less than 48 hours before the commencement of the Meeting.
• 1. A person can act as proxy on behalf of Members upto and not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the Company. Further, a member holding more than ten percent, 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 proxy for any other person or Member.
• 1. In the case of joint holders, the signature of any one holder shall be sufficient, but the names of all joint holders should be stated.
• 1. Appointing a proxy does not prevent a member from attending in person if he so wishes