Libas Consumer Products Limited — AGM Information 2018

Sep 25, 2018

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NOTICE

NOTICE is hereby given that the Fourteenth Annual General Meeting of Members of the LIBAS DESIGNS LIMITED will be held on Sunday, 30th September, 2018, At 2:30 PM at the registered office of the Company situated at Libas Designs Limited, 401, 4[th] Floor, Crecsent Royale, Off Link Road, Lokhandwala Complex, Andheri (West), Mumbai- 400053, Mahrashtra to transact the following business:

AS ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31[st] , 2018 together with the reports of the Board of Directors (‘the Board”) and auditors thereon.

2. To appoint a director in place of Mr. Nishant Mitrasen Mahimtura, ( DIN: 02000572) who retires by rotation & being eligible seeks re-appointment.

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 section 152 and other applicable provisions of the Companies Act, 2013 , the approval of the members of the company be, and is hereby accorded to the re-appointment of Mr. Nishant Mitrasen Mahimtura ( DIN: 02000572) as a director, to the extent that he is require to retire by rotation.

1. To ratify the appointment of M/s. Jain Jagawat Kamdar & Co. as the statutory auditors of the Company, and to fix the remuneration payable to them for the Financial Year ending March 31st, 2019 as may be determined by the Board of Directors in consultation with the auditors.

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 section 139,142 and other applicable provisions, if any, of the Companies Act, 2013 and read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force),the Company hereby ratifies the appointment,M/s. Jain Jagawat Kamdar& Co., Chartered Accountants (Firm Registration No. 122530W ), appointed as the auditor of the Company to hold office till the conclusion of the its sixth AGM (i.e date of AGM to be held in the year 2022, belongs to Financial Year ended March, 2021 subject to their ratification inthe AGM every year)as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion

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of fifteenth Annual General Meeting for the financial year ending March 31, 2019 at such remuneration as may be mutually agreed between the Board of Directors or the Audit committee of the Company and the Statutory Auditors.

For and on the behalf of, LIBAS DESIGNS LIMITED

Sd/-

RIYAZ EQBAL GANJI Whole Time Director (DIN: 02236203)

Date: 06/09/2018 Place: Mumbai

NOTE:

• The Explanatory Statement under Section 102 of the Companies Act, 2013, as amended, in respect of the special business is annexed herewith and forms part of the notice.

• A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on Poll his / her behalf 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 as a proxy on behalf of not more than fifty members in aggregate and holding in aggregate not more than ten percent of the total share capital of the company. Members holding more than ten percent of the total share capital of thecompany 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,

inspect the proxies lodged at any time during business hours of the company, provided that not less than three days of notice is given in writing to the company.

• Corporate Members intending to send their authorized representatives to attend the AGM are requested to send a duly certified copy of their Board Resolution authorizing their representative to attend and vote at the AGM.

• In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• Members may also note that the Notice of the EGM will be available on the Company’s website www.libasfashion.com.

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should be deposited at the registered office of the company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

• All documents referred to in the notice and in the accompanying explanatory statement are open for inspection at the registered office of the Company during office hours on all working days, except Saturdays and holidays, between 11:00 a.m. and 01:00 p.m. up to the date of the EGM.

• Map to the venue of the AGM, as per the requirement of Secretarial Standard 2 is attached for the perusal of Members.

• 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. Voting through permitted mode under the Companies Act, 2013 will be allowed at the venue of Annual general Meeting.

• During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to

• The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s).

• The Ministry of Corporate Affairs (MCA), Government of India, vide its circular nos. 17/2011, 18/2011, dated April 21, 2011 and April 29, 2011 and respectively, has allowed companies to send official documents to their shareholders electronically and also as part of its green initiative in Corporate Governance. Hence, the Notice of the EGM along with the Attendance Slip and Proxy form, are being sent by electronic mode to all members whose email address are registered with the Company / Depository Participant(s), unless a member has requested for a physical copy of the documents. For members who have not registered their email address, physical copies of the documents are being sent by permitted mode.

• The Company’s Registrar and Transfer agent for its Share Registry Work (Physical and Electronic ) is Big Share Service Private limited (herein after referred to as “Company ‘s

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registrar and transfer agent “) E-2 Ensa Industrial Estate , Saki Vihar Road, Sakinaka , Mumbai -400072 , Maharashtra.  Members desirous of getting any information about the company are requested to write to the company at least seven days in advance of the meeting, so that information can be kept ready at the Meeting.

Annexure to Notice – Statement under Section 102 of the Companies Act, 2013

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the business mentioned under item no. 2 of the accompanying notice.

Item No. 2 Mr. Nishant Mahimtura retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mr. Nishant Mahimtura is the Promoter cum First Director of the Company since its Incorporation (i.e 10[th] of November, 2004).Considering his knowledge and experience, it will be in the interest of the Company to re-appoint him as a Director of the Company at the forthcoming Annual General Meeting.

Except Mr. Nishant Mahimtura, none of the Directors, Key Managerial Personnel (KMP) of the Company and their relatives are in any way concerned or interested in the passing of the resolution at item No.2 relating to his re-appointment

For and on the behalf of, LIBAS DESIGNS LIMITED

RIYAZ EQBAL GANJI Whole Time Director (Din: 02236203)

Date: 06/09/2018 Place: Mumbai