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Tembo Global Industries Limited Proxy Solicitation & Information Statement 2020

Feb 7, 2020

62443_rns_2020-02-07_dbfc6d5b-a416-4b9d-ab4a-2cc595611972.pdf

Proxy Solicitation & Information Statement

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Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

To,

Date 07/02/2020

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051

Dear Sir/Ma'am.

SUB: OUTCOME OF BOARD MEETING

SCRIPT CODE/ SECURITY ID: SAKETH

The Board of Directors of the Company considered the following business:-

  1. Accepted and adopted the name approved by Registrar of company as Change Name of the Company.

"RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, the consent of the board be and is hereby accorded to change the name of the company from M/S SAKETH EXIM LIMITED to M/S TEMBO GLOBAL INDUSTRIES LIMITED as approved by the Registrar with the letter dated 24th January, 2020.

  1. Approved and considered Alteration of Name Clause in the Memorandum of Association & Article of association and any other documents of the Company.

"RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, the consent of members of the company be and is hereby accorded to change the name of the company from M/S SAKETH EXIM LIMITED to M/S TEMBO GLOBAL INDUSTRIES LIMITED.

"RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:

Clause I - The name of the company is M/S TEMBO GLOBAL INDUSTRIES LIMITED

"FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Sanjay Patel (DIN: 00348305), Managing Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Di House Tungarashwar Industrial Complex Sr No -1 H-No - 8. Sativali Village. (East). Taluka - Vasai. Dist.Palghar- 401208. Tel.: 0250 2480020

HI.

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.

  1. Appointed the Scrutinizer for counting of votes.

"RESOLVED THAT Mr. Vijaykumar Tiwari proprietor of Vijay S. Tiwari & Associates (Membership no. A33084 and COP number 12220) is hereby appointed as Scrutinizer in accordance with section 108, section 109, section 110 and provisions of Companies (Management and administration) Rules, 2014 for monitoring and counting of votes.

  1. Approved the EOGM Notice to be sent to the shareholders of the Company for seeking approval of members for change of name.

Kindly take the same on your record and oblige.

Kindly take note of the above.

Thanking you,

Yours faithfully,

Place: Mumbai

For Saketh Exim Limited

Mr. Sanjay Jashbai Patel Managing Director

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Linit No. 7 - ADI House, Tungarashwar Industrial Complex Sr No. 1 H-No. - 8. Sativali Village. (Fast). Taluka - Vasai. Dist.Palghar- 401208. Tel.: 0250 2480020

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

To,

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, BandraKurla Complex, Bandra (E) Mumbai - 400 051

Date 07/02/2020

Dear Sir/Madam,

Sub: Notice of Extra Ordinary General Meeting of the Company.

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements Regulations, 2015, this is to inform you that the ExtraOrdinary General Meeting of the Shareholders of the Company will be held on Saturday, 07thMarch, 2020 at 11:00 a.m. at the registered office of the Company to transact thebusiness as mentioned in the notice of the meeting, attached herewith.

Kindly find the same and take on your records.

Thanking you,

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Unit No. 2 - ADI House Tungareshwar Industrial Complex Sr. No. -1. H-No. - 8. Sativali Village. (East). Taluka - Vasai. Dist.Palghar-401208. Tel.: 0250 2480020

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

EXTRA ORDINARY GENERAL MEETING OF THE EQUITY SHAREHOLDERS OF SAKETH EXIM LIMITED

Day: SaturdayDate: 07th March, 2020 Time: 11:00 a.M. Venue : PLOT NO- PAP D- 146/ 147, TTC MIDC, TURBHE, NAVI MUMBAI, MUMBAI - 400705

SR. NO. CONTENTS PAGE NOS
Notice of Extra Ordinary General Meeting of the Equity Shareholders of Saketh Exim,
Limited
Explanatory Statement under Section 102 of the Companies Act, 2013
Attendance Slip and Proxy form

Road Map to EOGM Venue

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Linit No.2 - APL House. Tungareshwar Industrial Complex. Sr. No.-1.H-No.- 8. Sativali Village, (East), Taluka - Vasai, Dist.Palghar- 401208. Tel.: 0250 2480020

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF SAKETH EXIM LIMITED WILL BE HELD ON SATURDAY, 07th MARCH, 2020 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT PLOT NO- PAP D- 146/ 147, TTC MIDC, TURBHE, NAVI MUMBAI, MUMBAI - 400705

SPECIAL BUSINESS:

1. CHANGE OF NAME OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: -"RESOLVED THAT pursuant to the provisions of Section(s) 4, 13, 14, 15 and all other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules and regulations framed there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 including any amendment, modification or variation thereof or any other applicable law(s), regulation(s) guideline(s) and subject to the approvals, consents, sanctions and permissions of the Central Government / Stock Exchanges / appropriate regulatory and statutory authorities, consent of the members be and is hereby accorded to change the name of the Company from "SAKETH EXIM LIMITED" TO "TEMBO GLOBAL INDUSTRIES LIMITED";

"RESOLVED FURTHER THAT pursuant to Section 13, 14 and other applicable provisions, if any, of the Act, the name "SAKETH EXIM LIMITED" wherever it appears in the Memorandum and Articles of Association of the Company be substituted by the new name "TEMBO GLOBAL INDUSTRIES LIMITED";

"RESOLVED FURTHER THAT Mr. Sanjay Jashbhai Patel Managing Director of the Company be and is hereby authorized to do all such acts, deeds, things and execute all such documents, instruments, writings as, in its absolute discretion, it may be considered necessary, expedient or desirable, including power to sub-delegate, in order to give effect to the foregoing resolution or otherwise as considered by the Board to be in the best interest of the Company as it may deem fit"

On and Behalf of the Board of Directors

For Saketh Exim Limited Sanjay Jashbhai Patel DIN-01958033 Director

Date: 07/02/2020 Place: Mumbai

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Unit No.2 - APL House. Tungareshwar Industrial Complex, Sr. No.-1,H-No.- 8, Sativali Village, (East), Taluka - Vasai, Dist.Palghar- 401208. Tel.: 0250 2480020

TD

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

NOTES:

  • The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the aforesaid business is 1. annexed herewith.
  • A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself $2.$ and the proxy need not be a member of the Company. In order to be effective, the instrument of proxy must be lodged at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
  • All documents referred to in the accompanying notice and the explanatory statement isopen for inspection by the members at the Registered Office of the Company on all working days except on Saturdays and Sundays prior to the date of the meeting between 11.00 a.m. to 4.00 pm.
  • $4.$ . 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.
    1. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting.
  • Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the 6. Board Resolution authorizing their representatives to attend and vote at the Extra Ordinary General Meeting.
  • Consequent upon the introduction of Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form SH-13 (which will be made available on request) to the Registrar and Transfer Agent.

The Notice of the Extra Ordinary General Meeting of the Company is also uploaded on the Company's website www.nut-clamps.com

  • Members are requested to notify any changes in address, signature or other bank particulars for their shares in electronic mode to their respective Depository Participant and for their physical holdings to the Registrar & Share Transfer Agent of the Company i.e. M/s. Bigshare Services Private Limited.
    1. MEMBERS WHO HAVE NOT REGISTERED THEIR E-MAIL ADDRESSES SO FAR ARE REQUIRED TO REGISTER THEIR E-MAIL ADDRESS FOR RECEIVING ALL COMMUNICATIONS INCLUDING, NOTICES ETC FROM THE COMPANY ELECTRONICALLY.
    1. The Board of Directors has appointed Mr. Vijay Tiwari, Practicing Company Secretary (Membership No. A33084) as a Scrutinizer to scrutinize the voting process in a fair and transparent manner. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, count the votes casted at the EGM by ballot paper.

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Unit No.2 - APL House, Tungareshwar Industrial Complex. Sr. No.-1.H-No.- 8. Sativali Village (Fast) Taluka Vasai

H

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item no. 1:

The Company wants to change the name as to have the name of the Company consistent with the brand held by the company.

Hence, it is proposed to change the name of the Company and prefer new name over the present name of the company.

Further, since the name of the Company is being changed, the name wherever it appears in the Memorandum and Articles of Association of the Company needs to be replaced with the new name.

Accordingly, the Company had made an application for change of name to the Registrar of Companies, Mumbai and the same was approved by the registrar on 24th January, 2019.

The Board of Directors recommends passing of the Special Resolution contained in Item no. 1 of the accompanying Notice.

None of the Directors are interested in the above resolution.

On and Behalf of the Board of Directors For Saketh Exim Limited Sanjay Jashbhai Patel DIN-01958033 Director

Date: 07/02/2020 Place: Mumbai

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Unit No.2 - APL House. Tungareshwar Industrial Complex. Sr. No.-1.H-No.- 8. Sativali Village. (East). Taluka - Vasai. Dist.Palghar- 401208. Tel.: 0250 2480020

T $\vdash$ $\vdash$ Contract

Regd. Off.: Plot No. PAP - D 146 - 147, Turbhe MIDC, TTC Industrial Area, Opp. Balmer Lawrie Van Leer Co. Turbhe, Navi Mumbai - 400 705, Maharashtra - INDIA. Tel.: +91 - 022 - 27620641 / 27620642 / 27620643. Fax: +91 - 022 - 27620623. CIN - U29253MH2010PLC204331. GST No.- 27AAPCS4498C1ZV. Email: [email protected] Web: www.sakethexim.com

ATTENDANCE SLIP
Name of the attending Shareholder/Proxy:Shareholder's Folio No. /Client ID:No. of Shares held:
Company at 11:00 A.M. I/We hereby record my/our presence at the Extra Ordinary General Meeting held on Saturday, 07 th March, 2020 at the Registered Office of the
Signature of the Attending Shareholder/Proxy: ___________________________________
signed.2. Notes: 1. Share holder/Proxy holder wishing to attend the meeting must bring the attendance slip to the Meeting and hand it over at the entrance dulyShare holder/Proxy holder desiring to attend the meeting should bring his/her copy of the Notice for reference at the meeting.--------------------------------------
PROXY FORM
CIN: L29253MH2010PLC204331Name of the company: SAKETH EXIM LIMITEDName of the member (s): Registered office: Plot No- PAP D- 146/147, TTC MIDC, Turbhe, Navi Mumbai-400705. Fogo No/ Client id: ___________________________________
Registered address: ___________________________________ DPID:Email Id: The Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of th
appoint1. Name: 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1.Address: Analysis and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the cont 2. Name: 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1.Address: 2008. The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of I/We, shares of the above named Company, hereby3. Name:Address: ___________________________________
Email Id:Signature: New York 1988or failing him Email Id: North Communication of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication ofSignature: ____________________________________or failing him Email Id:Signature: ____________________________________
action that the Shareholder may have voted.SIGNED on PAP D-146/147, TTC MIDC, Turbhe , Navi Mumbai-400705 on Saturday, 07 th March, 2020.By this appointment, all other appointment previously made by the Shareholder is hereby revoked. As my proxy to vote on my behalf at the Extra Ordinary General Meeting of the Company which will held at the registered office situated at Plot No-The Proxy hereby represents the Shareholder in the company and shall have the full power as the Shareholder's substitute to vote any issue, motion or
Signature of Shareholder
Notes:1. Proxy need not be a member.
    1. Alterations, if any made in the form of proxy should be initialled;
    1. Proxy must be deposited at the Registered Office of Real News & Views Limited not later than 48 hours before the time for holding the meeting.
  1. The strong must be upposince at the Registered Office of Real News & Views Limited not later than 48 hours before the time for holding the meeting.4. In case of multiple proxies, proxy later in time shall be accepted.

Factory Add.: Unit No.1/B - Badrinath, Ground Floor, Tungareshwar Industrial complex, Sativali Village, Vasai (East), Dist.Palghar- 401208. Tel.: 0250 2481992 Unit No.2 - APL House. Tungareshwar Industrial Complex. Sr. No.-1.H-No.- 8. Sativali Village. (East). Taluka - Vasai. Dist.Palghar- 401208. Tel.: 0250 2480020