please click here - Winsome Textile Industries Limited
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1. 01st April 2015 to 31st January 2016 The other terms and conditions of his re appointment shall remain unchanged and shall be governed with the shareholder s resolution passed in their Annual General Meeting held on 24th September 2012 The Nomination and Remuneration Committee and Board of Directors in their respective meetings held on 02 02 2015 have approved the aforesaid proposal keeping in view the capabilities amp vast experience profile of Sh Ashish Bagrodia and aforesaid facts and subject to the approval of the members of the Company amp subject to other approvals consent if so required applicable Therefore approval of the members is being sought by way of special resolution Except Sh Ashish Bagrodia and his relatives none of the other Directors Key Managerial Personnel or their relatives are in any way concerned or interested in this resolution as set out at Item No 2 of this Notice The Board of Directors recommends this resolution for approval by the shareholders This explanatory statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement By order of the Board Place Chandigarh ASHISH BAGRODIA Dated 02 02 2015 MANAGING DIRECTOR DIN00047021 Winsome Textile Industries Limited Registered office 1 Industrial Area Baddi Distt Solan H P 173205 CIN L17115HP1980PLC005647 Phone 01795 244045 Fax 01795 244287 website www winsometextile com E mail cswtil winsometextile com2. GENERAL MEETING EOGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY THE INSTRUMENT APPOINTING THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY SIGNED AND STAMPED NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES SOCIETIES ETC MUST BE SUPPORTED BY APPROPRIATE RESOLUTION AUTHORITY AS APPLICABLE 10 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 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 Corporate Members intending to send their authorized representative s are requested to send a duly certified copy of the Board Resolution authorizing their representative s to attend and vote at the Meeting Members desiring any information as regard to accounts and operations are requested to write to the Company at its Registered Office at least ten days before the date of EXTRA ORDINARY GENERAL MEETING so as to enable to keep the information ready Members proxies should fill the attendance slip for attending the Meeting In case of joint holders attending the meeting on
3. nsdl com or from Company s website www winsometextile com The instructions for e voting are as under In case a Members receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depository Participant s i Open the e mail and also open the attached PDF file namely Winsome Textile e voting Pdf with your Client ID in case you are holding shares in demat mode OR Folio No in case you are holding shares in physical mode as password The said PDF file contains your User ID and Password for e voting Please note that the password is an initial password ii Launch internet browser by typing the URL www evoting nsdl com iii Click on Shareholder Login iv If you are already registered with NSDL for e voting then you can use your existing User ID and password and Click Login v If you are logging in for the first time please enter the user ID and password provided in the PDF file attached 2 Vi Vil with the e mail as initial password vi Password Change Menu appears Change the password with a new password of your choice with minimum 8 digits characters or combination thereof Please keep a note of the new Password It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential vii Home page of e Voting opens Click on e Voting Active Voting Cycles viii Select EVEN E Voting Event Number of Winsome Text
4. Articles of Association of the Company Revision in basic salary structure of Managing Director of the Company Signed ihis sssini toiii day Of aunso 2015 Stamp Signature of Shareholder Signature of proxy holder s 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 2 Incomplete Proxy Form will not be considered WINSOME TEXTILE INDUSTRIES LIMITED Registered office 1 Industrial Area Baddi Distt Solan H P 173205 CIN L17115HP1980PLC005647 Phone No 01795 244045 Fax No 01795 244287 Website www winsometextile com E mail cswtili winsometextile com Please complete the Attendance Slip and hand it over to the authorizsed person s of the Company at the time of Extra Ordinary General Meeting ATTENDANCE SLIP To be filled by the shareholders hereby record my presence at the EXTRA ORDINARY GENERAL MEETING of the Company being held on Friday the 27th March 2015 at 10 00 A M at the Regd Office of the Company at 1 Industrial Area Baddi Distt Solan Himachal Pradesh No of Shares Client id NAME OF SHAREHOLDER IN BLOCK LETTERS CsidCY SIGNATURE OF THE SHAREHOLDER OR PROXY rT lf shares are dematerialised NOTE NO GIFTS OR COUPONS WOULD BE GIVEN TO THE SHAREHOLDERS PROXY FOR ATTENDING THE EXTRA ORDINARY GENERAL MEETING
5. NOTICE CIN L17115HP1980PLC005647 Regd Office 1 Industrial Area Baddi Distt Solan H P 173205 Phone No 01795 244045 Fax No 01795 244287 website www winsometextile com email cswtil winsometextile com NOTICE is hereby given that an Extra Ordinary General Meeting of the Members of Winsome Textile Industries Limited will be held on Friday the 27th March 2015 at 10 00 A M at its Registered Office at 1 Industrial Area Baddi Distt Solan H P to transact the following business SPECIAL BUSINESS 1 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 14 and other applicable provisions if any of the Companies Act 2013 and rules made thereunder including any statutory modification s or re enactment thereof for the time being in force the Article of Association of the Company be and is hereby altered amended by inserting following new Article 115A after Article 115 in Articles of Association of Company 115A The Board of Directors may appoint or reappoint Managing Director of the Company as Chairman of the Company at the same time RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts deeds matter and things as may be necessary proper or expedient to give effect to this resolution To consider and if thought fit to pass with or without m
6. Proxy Form Pursuant to section 105 6 of the Companies Act 2013 and rule 19 3 of the Companies Management and Administration Rules 2014 Name of the Memben S lt siriusu a a aaa a octshca Hi pascinahceatestunseeuesacteddiverenae std REE Registered Addr6SS iicvisideelta tech skeet ives bated aieedics E Dead eee eee ee Emal V2 eea e a E AE EA A ds lucas ssaucevssdedecasQaSicasaveceatevsdas anihectaruaceshsanesiasdaads Folio No Client IONO iaaa DP ID NOs rerin asninn eresia I We being the member s Of s es shares of the above named Company hereby appoint Vie NaMe iks esinesid etl aa Emaili drogson tetason aai nea uaa ERE ERENER PAC OSS rnirar a E a e RE E AE AEE ear a aeaa Ee E Ta a Signature or failing him her 2 NAMO ssaa ade e a Aaa Emal spain a a eeeeenaletedds AdArESS oiui iaiia a a a dase edie tla ene a a bala Wot Signature or failing him her Si N Oiio iino norria apa aaaea eaaa aa a aN Emal essenin nere e aa a EGEE 7a 8 0 11 gt arnar aE E E E E EE E Signature or failing him her As my our proxy to attend and vote on a poll for me us and on my our behalf at the Extra Ordinary General Meeting of the Company to be held on Friday the 27th of March 2015 at10 00 A M at regd office of the Company at 1 Industrial Area Baddi Distt Solan Himachal Pradesh and at any adjournment thereof in respect of such resolutions as are indicated below S No Resolutions Special Business Alteration in
7. ed or interested in this resolution as set out at Item No 1 of this Notice The Board of Directors recommends this resolution for approval by the shareholders ITEM NO 2 Sh Ashish Bagrodia was re appointed as Managing Director of the Company for a period of three years w e f 01st February 2013 with the approval of shareholders of the Company in their Annual General Meeting held on 24th September 2012 under the erstwhile provisions of Companies Act 1956 The shareholders have approved his overall terms and conditions including remuneration structure pertaining to his re appointment His basic salary structure was approved in the grade of Rs 2 00 000 per month with an annual increment of Rs 25 000 which will fall due on 1st April of every year During the year 2011 12 the turnover of the Company was around Rs 316 Crores now the size of the Company is growing in terms of its revenue operations amp expansions and after considering the nine months financial performance of the Company it is expected that in FY 2014 2015 the turnover of the Company may touch around Rs 600 Crores Further while considering the salary structure of Whole Time Executive Directors in the peer industries the present basic salary structure of Sh Ashish Bagrodia seems to be inappropriate unworthy Therefore it is proposed to revise only his basic salary structure to Rs 4 50 000 Rupees Four Lacs Fifty Thousand only per month for a period of ten months only w e f
8. h 2015 6 00 PM IST During this period shareholders of the Company holding shares either in physical form or in dematerialized from as on the cut off date i e Friday 27th February 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the shareholder the shareholder shall not allowed to change it subsequently The voting right of the Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off datei e Friday 27th February 2015 Sh Girish Madan Practicing Company Secretary Membership No FCS 5017 has been appointed as the Scrutinizer to Scrutinize the e voting process in fair and transparent manner The Scrutinizer shall within a period of not exceeding 3 three working days from the conclusion of the e voting period unblock the votes in the presence of at least 2 two witness not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company The Result shall be declared on or after the EOGM The Result declared along with the Scrutinizer s Report shall be placed on the Company s website www winsometextile com and on the website of NSDL within 2 two days of the passing of the resolutions at EOGM of the Company and communication to the Stock Exchanges where the shares of the Company are lis
9. ile Industries Limited ix Now you are ready for e Voting as Cast Vote page opens x Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted xi Upon confirmation the message vote cast successfully will be displayed xii Once you have voted on the resolution you will not be allowed to change modify your vote xiii Institutional shareholders i e other than Individuals HUF NRI etc are also required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter copy etc together with attested specimen signature of the duly authorised signatory ies who are authorized to vote to the Scrutinizer through e mail gmadan1959 gmail com with a copy marked to evoting nsdl co in In case a Members receives physical copy of the Notice of EOGM for Members whose e mail addresses are not registered with the Company Depository Participant s i Initial password is provide in the enclosed Instructions for e voting for the EOGM EVEN E Voting Event Number USERID PASSWORD PIN ii Please follow all steps from Sr No ii to Sr No xiii above to cast vote In case of any queries you may refer to the Frequently Asked Questions FAQs for members and e voting user manual for members available at the Downloads sections of https www evoting nsdl com The e voting period commences on Thursday 19th March 2015 9 00 A M IST and ends on Saturday 21st Marc
10. ly such joint holders who are higher in the order of names will be entitled to vote Relevant documents referred to in the proposed resolutions are available for inspection at the Registered office of the Company during business hours on all days except Saturdays Sundays and Public holidays up to the date of the EXTRA ORDINARY GENERAL MEETING The notice of 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 who have so far not registered their email addresses amp changes therein are requested to register the same with their Depository Participant in case of electronic holdings under intimation to Registrar amp Share Transfer Agent In case of shares in physical form members may register their email addresses amp changes therein with Registrar amp Share Transfer Agent of the Company 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 Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Registrar amp Share Transfer Agent of the Compa
11. ny M s Link Intime India Private Limited having its office located at 44 Community Centre 2nd Floor Naraina Industrial Area Phase l Near PVR Nariana New Delhi 110028 Tel 011 41410592 94 Fax No 011 41410591 is acting as Common Agency Registrar amp Share Transfer Agent for dematerialisation and physical transfers of shares of the Company The members should send their physical shares for transfers transmissions communications for change of address issue of duplicate shares bank details ECS details bank Mandates etc directly to the aforesaid Registrar amp Share Transfer Agent Explanatory Statement pursuant to Section 102 of the Companies Act 2013 in respect of the items nos 1 and 2 to be transacted at the Extra Ordinary General Meeting as set out in the Notice is annexed hereto Voting through electronic means In compliance with the provisions of section 108 of the Companies Act 2013 read with Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide the members to exercise their right to vote at the Extra Ordinary General Meeting EOGM by electronic means and the business may be transacted through e voting services provided by National Securities Depository Limited NSDL The Notice of EOGM of the Company inter alia indicating the process and manner of e Voting process along with printed Attendance Slip and Proxy Form can be downloaded from the link https www evoting
12. odification s the following resolution as a Special Resolution RESOLVED THAT subject to the provisions of Section 197 198 203 Schedule V and other applicable provisions if any of the Companies Act 2013 read with Companies Appointment and Remuneration of Managerial Personnel Rules 2014 including any statutory modification s or re enactment thereof for the time being in force subject to such other approvals consents as may be applicable required the consent of shareholders of the Company be and is hereby accorded to revise the basic salary structure of Sh Ashish Bagrodia DIN 00047021 Managing Director of the Company to Rs 4 50 000 Rupees Four Lacs Fifty Thousand only per month for a period of ten months only w e f 01st April 2015 to 31st January 2016 RESOLVED FURTHER THAT the other terms and conditions of re appointment of Sh Ashish Bagrodia DIN 00047021 as Managing Director of the Company shall remain unchanged and be governed with the shareholder s resolution passed in the Annual General Meeting held on 24th September 2012 RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts deeds matter and things as may be necessary proper or expedient to give effect to this resolution By order of the Board Place Chandigarh ASHISH BAGRODIA Dated 02 02 2015 MANAGING DIRECTOR NOTES 1 DIN00047021 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EXTRA ORDINARY
13. ted Place Chandigarh Dated 02 02 2015 By order of the Board ASHISH BAGRODIA MANAGING DIRECTOR DIN00047021 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM NO 1 Presently Sh Ashish Bagrodia is holding position of Managing Director of the Company As per the provisions of Section 203 of the Companies Act 2013 and rules made thereunder an individual shall not be appointed or re appointed as the Chairman as well as Managing Director or Chief Executive Officer of the Company at the same time after the date of commencement of Companies Act 2013 i e 1st April 2014 unless the Article of Association allow such appointment or re appointment or the Company does not carry multiple businesses Presently your Company is engaged in the business of textile but in future the Company may expand diversify its areas of operations and may enter engaged in the different businesses Therefore it is proposed to alter amend the Article of Association so that the Managing Director of the Company may hold the position of Chairman of the Company atthe same time Accordingly itis proposed to insert new Article 115A in the Article of Association as set out at Item No 1 of this Notice Approval of the members is therefore being sought for the aforesaid amendment by way of special resolution Except Sh Ashish Bagrodia and his relatives none of the other Directors Key Managerial Personnel or their relatives are in any way concern
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