2. To appoint Statutory Auditors of the Company for the financial year Regularisation of Appointment of Director Shilpa Ajwani

Transcription

1 To, The Shareholders, Notice is hereby given that the 19 th Annual General Meeting of the members of the Company- Tupperware India Pvt. Ltd. will be held on Monday, September 28, 2015, at the registered office of the company at , Tolstoy House, 15 Tolstoy Marg, New Delhi , India at 4.00 p.m. to transact the following business: ORDINARY BUSINESS 1. To consider and adopt the Audited Balance Sheet of the Company as at March 31, 2015 and Profit and Loss Account for the year ended March 31, 2015 and the Director s and Auditor s Report thereon. 2. To appoint Statutory Auditors of the Company for the financial year SPECIAL BUSINESS 3. Regularisation of Appointment of Director Shilpa Ajwani To Consider and if thought fit to pass with or without modifications the following resolution as Ordinary Resolution:- Resolved that Ms. Shilpa Ajwani, who was appointed as additional Director of the Company w.e.f. March 25, 2015 and who holds office as such upto the date of Forthcoming Annual General Meeting be and is hereby appointed as a Director of the Company. 4. Ratification of the remuneration to Cost Auditors To consider and if thought fit to pass with or without modifications the following resolution as Ordinary Resolution:- RESOLVED THAT pursuant to the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 ( the Act ) and the approval by the Board of Directors at their meetings dated 5 th June, 2015, the

2 consent of the Company be and is hereby accorded for ratification of the remuneration of Rs 50,000/- (plus out of pocket expenses & service tax as applicable) to M/s Ajay KUMAR SINGH & CO., Cost Accountants Firm as the Cost Auditors of the Company for the financial year For: Tupperware India Private Limited Director Vandita Batta Date: 25 Sep 15 Place: Gurgaon DIN

3 Notes: 1. Pursuant to Section 105 of the Companies Act 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself. The proxy need not be a member. 2. Pursuant to Section 113(1) of the Companies Act, 2013, Corporate members are requested to send certified copy of board resolution authorizing the representative to attend and vote on their behalf at the meeting. Shareholders are requested to notify the changes in their address, if any, to the Company immediately. 3. Explanatory Statement pursuant to section 102(2) of the Companies Act 2013, forming integral part of this notice, is annexed hereto. 4. The meeting is proposed to be held on a shorter notice. Pursuant to section 101(1) of the Companies Act, 2013, the shareholders are requested to kindly sign and submit their consent to hold the meeting at shorter notice in the form annexed hereto.

4 EXPLANTORY STATEMENT PURSUANT TO SECTION 102 (2) OF THE COMPANIES ACT, 2013 In conformity with the provisions of Section 102 (2) of the Companies Act, 2013, the following explanatory statement forms a part of the Notice calling Annual General Meeting or the FY ITEM NO. 3 The members are informed that Ms. Shilpa Ajwani was appointed as additional director w.e.f. Mar 25, 2015 and further appointed as Managing Director of the Company w.e.f. May 21, In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, the office of the Additional Director viz., Ms. Shilpa Ajwani, was to end at the forthcoming Annual General Meeting and has offered herself for re-appointment. The members are further informed that regularization of appointment of Ms. Shilpa Ajwani, as director requires your approval in the general meeting and therefore, the board commends the above resolution for your approval. None of the Manager, Key Managerial Personnel, director and their relatives is interested or concerned, financially or otherwise in the resolution except Ms. Shilpa Ajwani. ITEM NO. 4 The members are informed that the company was required to appoint Cost- Auditor for FY15-16 pursuant to the provisions of section 148 of Companies Act, 2013 read along with Companies (Audit and Auditors) Rules, The board of Directors of the company has appointed M/s Ajay KUMAR SINGH & CO., Cost Accountants Firm as the cost auditor of the company for the FY in the board meeting dated 5 th June, 2015 at a fixed remuneration. However, as per the Act the remuneration has to be ratified in the Annual General Meeting of the members. Accordingly the board commends the above resolution for your approval.

5 None of the Manager, Key Managerial Personnel, director and their relatives is interested or concerned, financially or otherwise in the resolution. For: Tupperware India Private Limited Director Vandita Batta Date: 25 Sep 15 Place: Gurgaon DIN