OZONE WORLD LIMITED
Contents
1. Non Executive appointment or re appointment of the Company for the period from 15th Director without any remuneration alongwith details of remuneration August 2014 to 14th August 2019 sought to be paid without any remuneration Remuneration last drawn by appointee Shareholding in the Company 3 76 618 equity shares 10 18 Relationship with other Directors He is brother of Mrs Rinaben Deepak Db is sister of Mr Jayeshkumar Manager and other Kay Managerial Patel Director Patel Managing Director Personnel of the Company Number of meetings of the Board He has attended 8 meetings 100 She has attended 1 meeting 100 attended during the year of the Board during the year of the Board during the year Other Directorships 1 Fortune Exim Pvt Ltd 1 Veekas Pipes Pvt Ltd 2 Kalvir Realty Pvt Ltd 3 Ozone India Limited 4 Ozone Hotels Pvt Ltd 5 Advance Organisors Pvt Ltd 6 Ozone Tuscany Pvt Ltd 7 Ozone International Limited 8 Ozone PB Spintex Limited 9 Motovac India Pvt Ltd 10 Ozone Procon Pvt Ltd 11 Ozone Devcon Pvt Ltd Other Membership Chairmanship of Committees of other Board NIL 14 Voting through electronic means Pursuant to Section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 as amended by the Companies Management and Administration Amendment Rules 2015 the Company is pleased to provide its members the facility o2. VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 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 PROXY FOR ANY OTHER PERSON OR SHAREHOLDER The relevant explanatory statement pursuant to the provisions of Section 102 of the Companies Act 2013 in respect of special business at Item No 4 and 5 as set out above is annexed hereto The Register of Members and Transfer Books of the Company will remain closed from 28th September 2015 to 30th September 2015 both days inclusive Members are requested to notify immediately the change of address if any to the Company or Registrar and Share Transfer Agent of the Company Members Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting Members attending the Annual General Meeting are requested to bring their copies of Annual Report at the meeting Corporate members intending to send their authorised representative to attend the Annual General Meeti
3. the Custodian if any in PDF format in the system for scrutinizer to verify the same B For Details relating to remote e voting please refer to the Notice of the AGM In case of any queries relating to voting by electronic means please refer to the Frequently Asked Questions FAQs and e voting user manual for Shareholders available at the Help section of www evotingindia com or contact at toll free No 1800 200 5533 In case of any grievances connected with facility for voting by electronic means please contact Mr Wenceslaus Furtado Deputy Manager CDSL 17th Floor P J Towers Dalal Street Fort Mumbai 400 001 Email helpdesk evoting cdslindia com Tel 022 22723333 IMPORTANT NOTES 1 Any person who acquires shares of the Company and becomes member of the Company after dispatch of notice of 26th AGM i e the date considered for dispatch of the notice and holding shares as of the cut off date i e 23rd September 2015 may obtain the login ID and password by sending a request to the Company s RTA at ahmedabad linkintime co in 2 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 Ballot Paper Polling Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e voting facility ballot form The facility for voting at meeting venue shall be decided by th
4. 26 Annual Report OZONE WORLD LIMITED OZONE WORLD LIMITED Formerly Anand Lease and Finance Limited Registered Office 501 1 Parshwa Opp Rajpath Club S G Highway Bodakdev Ahmedabad 380054 Gujarat India CIN L65910GJ1989PLC012835 Phone No 079 26873755 Fax No 079 26871756 Website www ozoneworld in Email ozoneworlditd gmail com NOTICE NOTICE is hereby given that the 26th Annual General Meeting of the Shareholders of Ozone World Limited Formerly Anand Lease and Finance Limited will be held on Wednesday 30th September 2015 at 11 00 a m at the Registered Office of the Company at 501 1 Parshwa Opp Rajpath Club S G Highway Bodakdev Ahmedabad 380 054 to transact the following business ORDINARY BUSINESS 1 2 3 To consider and adopt Audited Financial Statement for the year ended on 31st March 2015 together with the report of Board of Directors and Auditors Report thereon To appoint a Director in place of Mr Jayeshkumar Patel DIN 00907323 who retires by rotation in terms of section 152 6 of the Companies Act 2013 and being eligible offers himself for 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 139 142 and other applicable provisions if any of the Companies Act 2013 and the Rules framed thereunder including any s
5. Notice 5 OZONE WORLD LIMITED 26 Annual Report Mrs Rinaben Deepak Patel is sister of Mr Jayeshkumar Patel Managing Director of the Company Considering her eminence rich experience it will be in the best interest of the Company to appoint her as a Director Non Executive Non Independent liable to retire by rotation The Board considers that her continued association would be of immense benefit to the Company The Board recommends passing of the said resolution by way of an Ordinary Resolution for the approval of the members of the Company Except Mr Jayeshkumar Patel Managing Director and Mrs Rinaben Deepak Patel Director of the Company and their relatives none of the other directors or key managerial personnel or their relatives is in anyway concerned of interested financial or otherwise in the above said resolution ITEM NO 5 The Board of Directors at its meeting held on 28th May 2015 approved the entering into ratification of a related party transactions in the nature of taking on lease the office premises situated at 301 Parshwa Opp Rajpath Club S G Highway Bodakdev Ahmedabad 380054 Pursuant to Rule 15 of Companies Meetings of Board and its powers Rules 2014 the particulars of transaction with related party is given below a Name of the related party Mrs Indiraben Patel b Name of the director or key Managerial personnel who is related Mr Jayeshkumar Patel and Mrs Rinaben Deepa
6. OB or Dividend Bank Details in order to login If the details are not recorded with the depository or company please enter the member ID folio no in the Dividend Bank Details field viii After entering these details appropriately click on SUBMIT tab ix Members holding shares in physical form will then reach directly the Company selection screen However members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote provided that company opts for e voting through CDSL platform It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential x For members holding shares in physical form the details can be used only for e voting on the resolutions contained in this Notice xi Click on the EVSN of Ozone World Limited on which you choose to vote xii On the voting page you will see RESOLUTION DESCRIPTION and against the same the option YES NO for voting Select the option YES or NO as desired The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution xiii Click on the RESOLUTIONS FILE LINK if you wish to view the ent
7. e company i e remote e voting or Ballot Paper Polling Paper 3 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 ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT 2013 ITEM NO 4 Appointment of Mrs Rinaben Deepak Patel DIN 00074140 as a Director of the Company The Board of Directors at their meeting held on 30th March 2015 appointed Mrs Rinaben Deepak Patel DIN 00074140 as an Additional Director of the Company to hold office up to the ensuing Annual General Meeting of the Members of the Company Notice along with requisite deposit as required pursuant to the provisions of Section 160 of the Companies Act 2013 the Act has been received from a Member proposing the candidature of Mrs Rinaben Deepak Patel as a Director Non Executive Non Independent of the Company liable to retire by rotation Mrs Rinaben Deepak Patel is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director Mrs Rinaben Deepak Patel possesses appropriate skills expertise and knowledge in accounts and general administration A brief profile of Mrs Rinaben Deepak Patel and names of companies in which she is a Director interested as stipulated under the Companies Act 2013 and rules made thereunder are annexed to this
8. f remote e voting e voting from a place other than venue of AGM to exercise their right to vote at the 26th Annual General Meeting AGM by electronic means The business may be transacted through e voting services provided by Central Depository Services India Limited CDSL The facility of voting either through electronic voting system or through ballot polling paper shall also be made available at the venue of 26th AGM Only those members attending the meeting who have not already cast their vote through remote e voting shall be able to exercise their voting rights at the meeting The members who have already cast their vote through remote e voting may attend the meeting but shall not be entitled to cast their vote again at the AGM The Company has appointed M s Ashwin J Patel amp Associates Practising Company Secretary as the Scrutinizer for conducting the remote e voting and the process at the AGM in a fair and transparent manner 3 OZONE WORLD LIMITED 26 Annual Report The instructions for members for voting electronically are as under A The voting period begins on Saturday 26th September 2015 9 00 am and ends on Tuesday 29th September 2015 5 00 pm During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date record date i e 23rd September 2015 may cast their vote electroni cally The e voting module shall be disable by CDSL fo
9. ire Resolution details xiv After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote xv Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote 4 26 Annual Report OZONE WORLD LIMITED xvi You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page xvii lf Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password amp enter the details as prompted by the system Non individual shareholders i e other than individuals HUF NRI etc are requested to log on https www evotingindia com and register themselves as Corporates e They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk evoting cdslindia com e After receiving the login details they have to create a user who would be able to link the account s which they wish to vote on The list of accounts should be mailed to helpdesk evoting cdslindia com and on approval of the accounts they would be able to cast their vote They should upload a scanned copy of the Board Resolution and Power of Attorney POA which they have issued in favour of
10. k Patel c Nature of relationship Mrs Indiraben Patel is mother of Mr Jayeshkumar Patel Managing Director and Mrs Rinaben Deepak Patel Director d Nature material terms monetary value and particulars of contract or arrangement At present the Company pays Rs 78 000 per month and applicable service tax as rent for the office premises as mentioned above which may extend upto Rs 1 00 000 per month and applicable service tax In view of Section 188 c of the Companies Act 2013 read with Rule 15 of Companies Meetings of Board and its powers Rules 2014 though the amount of transaction is on arm s length basis since the amount of rent is more than 10 of the turnover of the Company it is thought fit to obtain approval of members of the Company by way of a special resolution As such the Directors of the Company recommend for your approval the resolution mentioned in this item Except Mr Jayeshkumar Patel Managing Director and Mrs Rinaben Deepak Patel Director of the Company and their relatives none of the other directors or key managerial personnel or their relatives is in anyway concerned of interested financial or otherwise in the above said resolution By Order of Board of Directors Place Ahmedabad Jayeshkumar Patel Date 14th August 2015 Chairman amp Managing Director DIN 00907323 Registered Office 501 1 Parshwa Opp Rajpath Club S G Highway Bodakdev Ahmedabad 380 054
11. ng are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting All documents referred to in the notice are available for inspection at the Registered Office of the Company during office hours on all working days between 11 00 am to 1 00 pm upto the date of the Annual General Meeting Queries on Accounts and Operations of the Company if any may please be sent to the Company ten days in advance of the Meeting so that the answers are readily available at the Meeting Pursuant to the change of name of the company from Anand Lease and Finance Limited to Ozone World Limited with effect from 5th September 2013 the Company will affix the stickers bearing the new name of the Company as and when the share certificates are lodged with the Company or with its transfer agent for transfer split consolidation etc In terms of Circular No MRD DoP Cir 05 2009 dated 20th May 2009 issued by the Securities and Exchange Board of India SEBI it shall be mandatory for the transferee of the physical shares to furnish copy of PAN card to the Company RTA for registration of transfer of shares Shareholders are requested to furnish copy of PAN card at the time of transferring their physical shares Pursuant to the provisions of Section 136 of Companies Act 2013 read with Rule 11 of the Companies Accounts Rules 2014 the listed companies are allowed to send
12. nted as a Director of the Company liable to retire by rotation Approval of Related Party Transactions To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of section 188 and all other applicable provisions if any of the Companies Act 2013 Act read with the rules made thereunder including any statutory modification s or re enactment thereof for the time being in force and in terms of applicable provisions of the Listing Agreement executed with the Stock Exchanges consent of the members be and is hereby accorded for ratification approval of related party transactions entered into by the Company with related party as set out in the explanatory statement annexed to the notice convening this meeting RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary proper or expedient to give effect to this resolution By Order of Board of Directors Place Ahmedabad Jayeshkumar Patel Date 14th August 2015 Chairman amp Managing Director DIN 00907323 Registered Office 501 1 Parshwa Opp Rajpath Club S G Highway Bodakdev Ahmedabad 380 054 OZONE WORLD LIMITED 26 Annual Report NOTES 1 10 T 12 13 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
13. r voting after 5 00 pm on 29th September 2015 i Log on to the e voting website www evotingindia com ii Click on Shareholders tab iii Now select the COMPANY NAME from the drop down menu and click on SUBMIT iv Now enter your User ID a For CDSL 16 digits beneficiary ID b For NSDL 8 Character DP ID followed by 8 digits Client ID c Members holding shares in physical form should enter Folio Number registered with the Company v Next enter the image verification as displayed and click on Login vi If you are holding shares in demat form and had logged on to www evotingindia com and voted on an earlier voting of any company then your existing password is to be used vii If you are first time user follow the steps given below Co For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha numeric PAN Issued by Income Tax Department Applicable for both demat shareholders as well as physical shareholders Members who have not updated their PAN with the Company Depository Participant are requested to use the sequence number which is printed on the Address Slip DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd mm yyyy format Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the company Details records for the said demat account or folio Please enter the D
14. tatutory modification s or re enactment thereof for the time being in force the Company hereby ratifies the appointment of M s S D Mehta amp Co Chartered Accountants Ahmedabad Firm Registration No 137193W as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 27th Annual General Meeting to be held in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015 2016 at such remuneration as may be fixed and agreed upon between the Auditors and the Board of Directors SPECIAL BUSINESS 4 Appointment of Mrs Rinaben Deepak Patel DIN 00074140 as a 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 149 161 1 and any other applicable provisions of the Companies Act 2013 Act and the Rules framed thereunder including any statutory modification s or re enactment thereof for the time being in force and Articles of Association of the Company Mrs Rinaben Deepak Patel DIN 00074140 who was appointed as an Additional Director and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act from a member proposing her candidature for the office of Director be and is hereby appoi
15. the financial statements by electronic mode to the members whose shareholding is in dematerialized format and whose email Ids are registered with Depository for communication purpose and to other members who have positively consented in writing for receiving by electronic mode Members are requested to take advantage of this Green Initiative by registering their email Ids with the Company or with Registrar amp Share Transfer Agent of the company Link Intime India Pvt Ltd Pursuant to the Listing Agreement and Secretarial Standard 2 the particulars of the Director seeking appointment re appointment is given below Name of Director Mr Jayeshkumar Patel Mrs Rinaben Deepak Patel Date of Birth amp Age 28 08 1966 49 Years 08 03 1969 46 Years Date of First Appointment on the Board 02 09 2008 30 03 2015 26 Annual Report OZONE WORLD LIMITED Name of Director Mr Jayeshkumar Patel Mrs Rinaben Deepak Patel Experience He has experience of more than 20 years She has experience of more than 10 in building and construction activities He years in accounts and general He has wide experience in the field of administration management of finance administration and business management He is successfully managing the affairs of Ozone Group of Companies since last two decades and has contributed immensely in the growth of entire group of companies Terms and conditions of He was appointed as Managing Director She is appointed as
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