ashari agencies limitedashariagencies.in/images/notice of egm to members-22 03...ashari agencies...

ASHARI AGENCIES LIMITEDCIN:L65921UP1985PLC007030

NOTICE TO THE MEMBERS

NOTICE is hereby given that an Extraordinary General Meeting of the Members of Mis Ashari AgenciesLimited will be held on Wednesday, the 2rd day of March, 2017 at 11.00 a.m. at Registered Office of theCompany to transact the following Business:

1. To approve issue of Bonus Shares by capitalization of Reserves

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

"RESOLVED THAT, in accordance with provisions of Section 23,63 and other applicable provisions of theCompanies Act, 2013, read with Rule 14 of the Companies (Share Capital & Debentures) Rules, 20]4 (includingany statutory modification( s) or re-enactment thereof for the time being in force), Article 105 of the Articles ofAssociation of the Company and the recommendation of the Board of Directors (hereinafter referred to as 'TheBoard') of the Company and subject to the regulations and guidelines issued by the Securities and ExchangeBoard of India (SEBI), including the Securities and Exchange Board of India (lssue of Capital and DisclosureRequirements) Regulations, 2009 (as amended from time to time) and other applicable Regulatory Authorities,and such permissions, sanctions and approvals as may be required in this regard, consent of the Members be andis hereby accorded to capitalize a sum of Rs. 6,86,28,0001- out of the General Reserve Account and Surplus inthe Statement of Profit and Loss for distribution among the members of existing fully paid equity shares of Rs.10/- each of the Company, whose names will appear in the Register of Members of the Company on a date('Record Date') as may be fixed in this regard by Board of Directors (which expression shall also include aCommittee thereof), as an increase of the nominal amount of the Share Capital of the Company held by eachsuch members and not as Income or in lieu of dividend, credited as 68,62,800 new fully paid Equity Shares ofRs. 10/- each as bonus shares in the proportion of 4 (FOUR) New Equity Bonus Shares of Rs. 10/- each for every1 (One) existing fully paid Equity share of Rs. 10/- each held by Members.

RESOLVED FURTHER THAT, the new Bonus Equity Shares of Rs. 10/- each to be allotted and issued asbonus shares shall be subject to t~e tenus of Memorandum and Articles of Association of the Company and shallrank pari passu in all respect with and carry the same rights as the existing fully paid equity shares of theCompany and shall be entitled to participate in full in any dividend (s) to be declared after the bonus shares areallotted.

RESOLVED FURTHER THAT, no allotment letters shall be issued to the allottees of the new bonus equitysharesl Share Certificate (s) in respect of the new equity bonus shares shall be issued and dispatched to theallottees thereof within the period prescribed or that may be prescribed in this behalf, from time to time, or thenew equity bonus shares shall be credited to the demat account of the allottees, as the case may be.

RESOLVED FURTHER THAT, the allotment of the new equity bonus shares to the extent that they relate tonon- resident members of the Company, shall be subject to the approval, if any, of the Reserve Bank of Indiaunder the Foreign Exchange Management Act, 1999 as may be deemed necessary.

RESOLVED FURTHER THAT, the Boardl Committee of the Board be and are hereby authorized to do allsuch acts, deeds, matters and things whatsoever, including, but not li~ited to setting any question, doubt ordifficulties that may arise with regard to or in relation to the issue of thf bonus issue and to accept on behalf of

!

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziabad-201001, Uttar PradeshEmail lO:[email protected]. Website: \l•••\t•..w.asharia~encies.in

Phone: 0120-4122041, Fax: 0120-45~69968

_._. .._+ _0 _


the Company any conditions, modifications alterations, changes, variations, in this regard as prescribed by theStatutory Authority (ies) and which the Board/ Committee of the Board in its discretions think fit and proper.

By Order of the BoardFor Ashari Agencies Limited

Signa~Name: Ravindra Kumar GargDesignation: DirectorDIN: 00928635Add.: KB- 110, Kavi Nagar,Ghaziabad- 20 I001

Place: DelhiDate: 20.02.2017

Regd. Office: 601 Disco Compound, G.T. Road, GhaziabadJZOIOOl, Uttar PradeshEmail ID;§[email protected]. Website: vv~vVw.~shariagencies.in

Phone; 0120-4122041, Fax: 0120-456~968

Ghaziabad


Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMESELF/HERSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf ofMembers upto and not exceeding fifty and holding in the aggregate not more than ten percent of thetotal share capital of the Company. Further, a Member holding more than ten percent of the totalshare capital of the Company carrying voting rights may appoint a single person as proxy and suchperson shall not act as proxy for any other person or Member. In order to become valid, the proxy formsshould be deposited at the Registered Office of the Company not less than 48 hours before the time fixed forholding the meeting. The proxy form is enclosed.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of proposed SpecialBusiness is annexed hereto.

3. All documents referred to in the Notice and Explanatory Statement are open for inspection at the RegisteredOffice of the Company during office hours.

4. The notice is being sent to all the members by post / courier (and electronically bye-mail to those memberswho have registered their e-mail IDs with the Company/Registrar), whose names appear in the Register ofMembers / Record of Depositories as on Monday, 20th February, 2017 and these will be considered forvoting.

5. E-Voting will commence on Thursday, 16th March, 2017 at 9:00 A.M. and end on Tuesday, 21 st March, 2017at 5.00 P.M.

6. The Board of Directors of the Company has appointed Mr. Vivek Kumar, Company Secretary in Practice,New Delhi as Scrutinizer for conducting the E- voting process in a fair and transparent manner. His addressis THE SCRUTINIZER, C/o Ashari Agencies Limited, T- 59, Ground Floor, West Patel Nagar, NearKhanna Market, New Delhi - 110008. After completion of his scrutiny, the Scrutinizer will submit his reportto the Director of the Company.

7. E- Voting: In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of Companies(Management And Administration) Rules, 2014 as amended by the Companies, (Management andAdministration) Amendment Rules, 20 J 5, the Company is also required to conduct the voting processelectronically. The business to be transacted at the AGM may be transacted through electronic voting systemand the Company is providing the facility for voting by electronic means.

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziabadj201001, Uttar PradeshEmail ID:godgift3000@gmai!.com. Website: wVv"N.alshariagencies.in

Phone: 0120-4122041, Fax: 0120-456~968:


The instructions for shareholders voting electronically are as under:

The Company viz; Ashari Agencies Limited of which you are a shareholder has engaged NSDL for providingRemote E-Voting services through the E-Voting platform of NSDL. In this regard, your Demat Account/FolioNumber has been enrolled by the Company for your participation in voting on resolutions placed by Company onE-Voting system. The process of login to E -Voting website is given below:

1. Launch internet browser by typing the URL https://www.evoting.nsdl.com/.

2. Click on "Shareholder - Login".

3. Put your existing User ID and password.

4. Home page of remote "E-Voting" opens. Click on E-Voting: Active Voting Cycles.

S. Select "EVEN".

6. Now you are ready for "E-Voting" as "Cast Vote" page opens.

7. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm", whenprompted.

Members can cast their vote online from Thursday, 16th March, '2017 (9:00 A.M.) till Tuesday, 21st March, 2017(5:00 P.M.). Kindly note that vote once casted cannot be modified. For EVEN, you can log-in any number oftimes on E-Voting platform ofNSDL till you have voted all the resolutions or till the end date of voting period.

Note: E-Voting shall not be allowed beyond said time i.e 21 st March, 2017, at 5 :00 P.M.

Lnstitutional 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 etc. together with attested specimensignature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail atcsvivekkumariaJ,gmai1.com with a copy marked to evotingiaJ,nsdl.co.in

It is strongly recommended not to share your password with any other peIiSon and take utmost care to keep yourpassword confidential. Kindly note that Login to E-Voting website will be disabled upon five unsuccessfulattempts to key-in the correct password, in such an event, you will need to go through 'Forgot Password' optionavailable on the site to reset the same.

Your login Id and password can be used by you exclusively for E-Voting on the resolutions placed by theCompanies in which you are the shareholder.

You can also update your mobile number and e-mail Id in the user profile details of the folio, which may be usedfor sending future communication(s).

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and E-Voting usermanual for members available at the Downloads sections of https:llwww.evotimLnsdl.com or contact NSDL atthe following toll free no.: 1800-222-990. For any further grievance related to the Remote E-Voting, membersmay contact NSDL at the following contact information:

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziabad-:Z01001, Uttar PradeshErnail ID: [email protected]. Website: wvvw.ashariagencies.in

Phone: 0120-4122041, Fax: 0120-456~968 ~


Phone No. +91 2224994600/24994738

Email IO:evoting(@.nsdl.co.in

The result of voting will be announced at 601 Disco Compound, G. T. Road, Ghaziabad-201001, Uttar Pradeshby the Chairman of the Meeting on Wednesday, 22nd March, 2017. The result of the voting will becommunicated to the stock exchanges and will also be posted on the website ofthe Company.

Name and Address of the Stock Exchange at which Company's shares are listed on

BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai- 400001

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziabad-Zuf Ou L, Uttar PradeshEmail In: [email protected], Website: www.jshariagencies.in

Phone: 0120-4122041, Fax: 0120-4569968


Statement pursuant to Section 102(1) of the Companies Act, 2013

Item no. 1

Presently, the Authorized Share Capital of the Company is Rs. 10,00,00,0001- (Comprising 1,00,00,000 EquityShares of Rs. 101- each) and the Paid- up Share Capital is Rs. 1,71,57,0001- (Comprising 17,15,700 fully paidequity shares of Rs. 10/- each). The Reserves as per the audited financial statement as on 3151 March, 2016 is Rs.8,47,79,304/- The Board of Directors at their meeting held on 20th February, 2017 have recommended the issueof bonus shares in the proportion of 4 (FOUR) New Equity shares of Rs. 10/- each of the Company for every 1(ONE) existing Equity Shares of Rs. 10/- each fully paid of the Company held by the shareholders on RecordDate to be hereafter fixed by the Board/Committee of the Board by Capitalization of a sum of Rs. 6,86,28,000/-from the Reserves. The same is proposed to be applied in full by issuing at par 68,62,800 new equity shares ofRs. 10/- each as bonus shares consequently, the paid up equity share capital of the Company would increased toRs. 8,57,85,000/- consisting of 85,78,500 equity shares of Rs. 10/- each.

The proposed issue of bonus shares will be made in line with the provisions of Section 63 of the Companies Act,2013, Guidelines issued by Securities and Exchange Board of India (SEBI) and subject to such approvals, ifrequired, from the statutory authorities, As per Article 105 of the Articles of Associations of the Company, it isnecessary to obtain the approval of the members for issue of bonus shares by capitalization of Reserves.

Further it is proposed to authorize the Board of Directorsl Committee of the Board of the Company to completeall the regulatory formalities as prescribed by SEBI, RBI and stock Exchange on which the Company's sharesare listed and! or any other regulatory or statutory authority in connection with the issue of bonus shares.

None of the Directors / Key Managerial Personnel or their relatives is concerned or interested in the resolutionexcept their shareholding.

The Board recommends passing of the resolution set out at Item NO.1 as an Ordinary Resolution.

By Order of the BoardFor Ashari Agencies Limited

SignatureName: Ravindra Kumar GargDesignation: DirectorDIN: 00928635Add.: KB- 110, Kavi NagarGhaziabad- 201001

Place: Delh iDate: 20.02.2017

Regd. Office: 601 Disco Compound, G.T. Road, GhaZiabadlZ01001, Uttar PradeshEmail In:godgift3000(@gmail.com. Website: 'vvww.jshariagencies.in

Phone: 0120-412Z041, Fax: 0120-4569968

Ghaziabad

ASHARI AGENCIES LIMITEDCIN:L65921UP19B5PLC007030

Attendance Slip

Folio No. /Client Id: No. of Shares:

Name and address ofFirst/Sole Shareholder:

I, hereby record my presence at the Extraordinary General Meeting of the Company to be held onWednesday, 22nd March, 2017 at 11 :00 a.m at 601 Disco Compound, G. T. Road, Ghaziabad-201001, UttarPradesh.

Name of the Member/Proxy(Block Letters)

Signature ofthe MemberlProxy

Notes:

a) Only MemberlProxy can attend the meeting. No minors would be allowed at the meeting.b) Member/Proxy who wishes to attend the meeting must bring this attendance slip at the meeting

and hand over at the entrance duly filled in and signed.c) Member/Proxy should bring his/her copy of the Notice of Extraordinary General Meeting for

reference at the meeting.

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziahad-201001, Uttar PradeshEmail ID: [email protected]. Website: www.ashariagencies.in

Phone: 0120-4122041, Fax: 0120-4569968


Extraordinary General Meeting -Wednesday, 220d March, 2017

Proxy FormName of the Shareholder(s): _Registered Address: _E-maillD: FolioNo.lClient Id: DP lD: _

IIWe, being member(s) of Ashari Agencies Limited, holding shares of the Company, hereby

appoint:

A. Name:B. Address: _c. E-mailld: Signature: _

or failing himD.Name: _

E. Address: -----------------------------------F. E-mail Id: Signature: _

or failing himG.Name: _

H. Address: _

L E-mail Id: Signature: _

as my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the Extraordinary GeneralMeeting of the Company to be held on - Wednesday, 220d March, 2017 at 11.00 a.m. at 601 DiscoCompound, G. T. Road, Ghaziabad-201 001, Uttar Pradesh and at any adjournment thereof in respect of suchresolutions as are indicated below:

Resolution I ResolutionSpecial Business

1 I Issue of Bonus Shares

Signed this day of 2016Revenue

Notes: Stamp

a) Proxy need not be a member of the Com any.Pb) The Proxy Form duly filled in and signed by the member(s) across Revenue Stamp should reach the

Company's Registered Office: 601 Disco Compound, G. T. Road, Ghaziabad-201001 at least 48 hoursbefore the commencement of the meeting.

c) Corporate members intending to send their authorized representative(s) to attend the meeting arerequested to send a certified copy of the Board resolution authorizing their representative(s) to attendand vote on their behalf at the meeting.

Regd. Office: 601 Disco Compound, G.T. Road, Ghaziabad-201001, Uttar PradeshEmail 10: godgift3000@gmaiLcom, Website: wvvw.ashariagencies.in

Phone: 0120-4122041, Fax: 0120-4569968

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