Avro India Limited — Proxy Solicitation & Information Statement 2019

Oct 14, 2019

AVON MOLDPLAST LIMITED

Registered office: A-7/36-39, South of G.T. Road Industrial Area Electrosteel Casting Compound Ghaziabad - 201009 CIN: L25200UP1996PLC101013 Email: cs@ayonmpl.com Tel. 0120-4376091 website: www.ayonmpl.com

NOTICE

NOTICE is hereby given that the Extra Ordinary General Meeting of the members of Avon Moldplast Limited will be held on Thursday, 17th day of October, 2019 at 10:00 A.M at the Registered office of the Company at A-7/36-39, South of G.T. Road, Industrial Area, Electrosteel Casting Compound, Ghaziabad - 201009 (UP) to transact the following businesses:

SPECIAL BUSINESS:

1. Change of Name of Company

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

"RESOLVED THAT in pursuant to the provisions of section 13 of the Companies Act, 2013 and other applicable provisions, if any, and subject to the approval of Registrar of Companies, National Stock Exchange, Central Government and. other authorities as may be required, the name of the Company be and is hereby changed from "AVON MOLDPLAST LIMITED" to "AVRO INDIA LIMITED".

RESOLVED FURTHER THAT the Clause I of the Memorandum of Association of the Company be substituted with the following new Clause:

$\mathbf{L}$ The Name of the Company is AVRO INDIA LIMITED

RESOLVED FURTHER THAT the name AVON MOLDPLAST LIMITED wherever it appears in the Memorandum and Articles of Association of the Company be substituted by AVRO INDIA LIMITED.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things that may be necessary, proper or expedient, to give effect to this resolution.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to agree to such changes/modifications as may be suggested by the Registrar of Companies or other competent authority or that may otherwise deem fit by the Board and to take such other steps as may be required to give effect to this resolution."

Registered office:

A-7/36-39, South of G.T.Road, Industrial Area, Electrosteel Casting Compound, Ghaziabad $-201009$ (UP)

Date: 14/10/2019 Place: Ghaziabad

By order of the Board of Directors For Avon Moldplast/Limited

GHAZIABAD unnar Aggarwal)

Chairman & Whole Time Director (DIN:00248707) Add: D-48, Sector - 47, Noida - 201301

NOTES:

• 1. A MEMBER WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ONLY AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE, PROXY FORMS DULY COMPLETED IN ALL RESPECTS SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING.
• 1. A person can act as a proxy on behalf of members not exceeding fifty and holding in 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(s) or shareholder(s).
• 1. Members/Proxies should bring their Attendance slip duly signed and completed for attending the meeting. The signature of the attendance slip should match with the signature(s) registered with the Company. Members holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.
• 1. Corporate Members intending to send their authorized representative to attend this General Meeting to the provisions of Section 113 of Companies Act, 2013 are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at this Annual General Meeting.
• 1. In case of joint holders attending the meeting together, only holder whose name appearing first will be entitled to vote.
• 1. Relevant documents as referred to in the accompanying Notice along with the Statements are open for inspection by members at Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Annual General Meeting.

• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.
• 1. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.
• 1. Members seeking any information with regard to the accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Annual General Meeting.
• 1. The Board of Directors of the company has appointed Ms. Jinu Jain, Practicing Company Secretary (C. P. No. 10379), as Scrutinizer for conducting the voting process for the Annual General Meeting in a fair and transparent manner.
• 1. The company fixed 12th day of October 2019 as the cut-off date/entitlement date for identifying shareholders for determining the eligibility to vote in the meeting.

Note: A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

• 1. No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the General Meeting.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from 12th October 2019 to 17th October 2019 (both days inclusive).
• 1. The route map showing directions to reach the venue of the 23th AGM is provided at the end of this Notice.
• 1. The Notice of the Extra Ordinary General Meeting is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that

this Notice will also be available on the Company's website viz. www.avonmpl.com.

• 1. In pursuance of the provisions of Section 108 of the Act and the Rules framed there under, as amended from time to time, the Company is exempted from giving the Members, the facility to cast their vote electronically, through the remote e-voting services on the resolutions set forth in this Notice. However, voting through permitted mode under the Companies Act, 2013 will be allowed at the venue of Meeting.
• 1. Any member requiring further information regarding meeting is requested to send the queries at cs@avonmpl.com

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1: Change of Name of Company

Company last name changed on 11th November 2002 from AVON MOLDPLAST PRIVATE LIMITED to AVON MOLDPLAST LIMITED after that company got converted into public company on 01st March 2018.

Company is in the process of building new brand name AVRO and have realised the importance of having company name to be changed to AVRO INDIA Limited to make it and aspirational brand & a company with larger vision & various verticals. AVRO furniture is in the process of catering to MNC's, large format retailers, E-commerce etc. and become preferred tier one source for catering to the requirements of new entrants in Indian industry.

By virtue of above facts company proposed to change the Corporate Name from AVON MOLDPLAST LIMITED to AVRO INDIA LIMITED and the approval letter from Registrar of Companies vide SRN R00889378 dated 09.10.2019. In terms of the provisions of the Companies Act, 2013, the proposal is required to be approved by the members by a Special Resolution.

The Board of Directors recommends the passing of the Special Resolution as set out in the Item no. 1 of the Notice.

None of the Director, Key Managerial personnel or their relatives, is interested or concerned in the resolution except to the extent of their shareholding in the company.

Specific Attention of the Members is drawn to the followings:

• 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 period of time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
• 1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents to provide efficient and better services.
• 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 participants with whom they are maintaining their demat accounts.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination/nominations is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The Nomination Form can be obtained from the Mas Services Limited. Members holding shares in electronic form may submit the same to their respective depository participant.
• 1. The Company is concerned about the environment and utilizes natural resources in a sustainable way. We request every member to update their email address with concerned Depository Participant and Mas Services Limited to enable us to send you the communications via email.

PROXY FORM

Form No. MGT-11

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

L25200UP1996PLC101013

Name of the Company

AVON MOLDPLAST LIMITED

Registered Office

CIN

SOUTH OF G.T.ROAD INDUSTRIAL AREA $A - 7/36 - 39$ , ELECTROSTEEL CASTING COMPOUND GHAZIABAD - 201009

Name of the Member(s)
Registered address
E-mail I. d.
Folio no./Client Id*
DP ID

I/We, being the member(s) of AVON MOLDPLAST LIMITED holding shares hereby appoint:

1	Name
	Address	***************** *
	E-Mail I.D.
	Signature	, , , , , , , , , , , , , , , , , , , ,	or failin
$\mathbf{2}$	Name
	Address
		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	E-Mail I.D.
	Signature	, , , , , , , , , , , , , , , , , , , ,	or failin

ng him

ng him

3	Name
	Address
	s
	E-Mail I.D.
	Sionature	. . .

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on Thursday, October 17, 2019 at 10:00 A.M. at the Registered Office of the company at A-7/36-39, South of G.T. Road Industrial Area, Electrosteel Casting Compound, Ghaziabad - 201009 and at any adjournment thereof in respect of such resolutions as are indicated below:

S. No.	Resolution	For	Against
1.	Change of Name of the Company from AVONMOLDPLAST LIMITED to AVRO INDIA LIMITED
	2040$\blacksquare$		AffixPovenue

Signed this day of . - 2019.

Signature of Shareholder

Signature of Proxy holder(s)

Stamp of Rs. 1/-

Notes:

• (1) This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the meeting.
• (2) For the resolutions, statement setting out material facts, notes and instructions please refer to the notice of Annual General Meeting.
• (3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes
• (4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Please complete all details including details of member(s) and proxy(ies) in the above box before submission.

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

BALLOT PAPER

Extra Ordinary General Meeting of the members of Avon Moldplast Limited to be held on Thursday, 17th day of October 2019 at 10:00 A.M. at Registered office of the company situated at A-7/36-39, South of G.T. Road Industrial Area Electrosteel Casting Compound Ghaziabad -201009: -

Name of First Named Shareholder(In Block Letters)Postal Address
Folio No./DP ID & Client ID
No. of Shares held
Class of Shares

I hereby exercise my vote in respect of Ordinary/ Special Resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

S. No.	Brief of Resolutions		(Please mention no. ofshares
		In favor of Against the	Resolutions Resolutions
	Change of Name of the Company from AVONMOLDPLAST LIMITED to AVRO INDIA LIMITED

Signature of Shareholder

* Please tick in the appropriate column

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Extra Ordinary General Meeting, on Thursday, 17th day of October 2019 at 10.00 A.M

Name of the Member
(In Block Letters)
Folio No./DP ID & Client ID
No. of Shares held
Name of Proxy
(To be filled in, if the proxy attends

instead of the member)

I, hereby certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the Extra Ordinary General Meeting of the Company on Thursday, 17th day of October, 2019 at 10.00 A.M. at A-7/36-39, South of G.T. Road Industrial Area Electrosteel Casting Compound Ghaziabad - 201009.

Member's /Proxy's Signature

Note:

Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be distributed at the meeting venue.

ROUTE MAP