FABINDIA OVERSEAS PRIVATE LIMITED Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 Ph: +91-11-46693725 Corporate Identity No. (CIN): U74899DL1976PTC008436 E-mail: mailus@fabindia.net Website: www.fabindia.com NOTICE of the 41 st Annual General Meeting NOTICE is hereby given that the Forty First Annual General Meeting (AGM) of the members of FABINDIA OVERSEAS PRIVATE LIMITED will be held on Tuesday, the 18 th day of September 2018 at 11.00 A.M at Training Room, Basement, C41, Next To Webstore, Okhla Industrial Area, Phase-II, New Delhi-110020 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the financial year ended 31 st March, 2018 and the Report of the Board of Directors and Auditors thereon. 2. To Declare Dividend for the Financial Year ended 31 st March, 2018. 3. To consider and, if thought fit, to pass with or without modifi cation(s), the following resolution a s a n ORDINARY RESOLUTION: RESOLVED THAT pursuant to the provisions of section 143(8) read with section 139 and other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) and the Companies (Audit and Auditors) Rules, 2014, consent of the members be and is hereby accorded to appoint the Branch Auditors to audit the accounts of Branch Offices of the Company whether existing or which may be opened/acquired hereafter, as per Annexure-1 placed before the meeting, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of Forty Sixth (46th) AGM of the Company to be held in the year 2023 and that the Board of Directors of the Company or Committee thereof be and is hereby authorised to fix their remuneration for the said period. SPECIAL BUSINESS 4. To consider and, if thought fit, to pass with or without modification(s), the following resolution a s a n ORDINARY RESOLUTION: RESOLVED THAT Ms. Vinita Bali (holding DIN: 00032940), whose term of office as an Additional Director of the Company expires at this Annual General Meeting, be and is hereby appointed as a Director of the Company. 5. To consider and, if thought fit, to pass with or without modification(s), the following resolution a s a n ORDINARY RESOLUTION: RESOLVED THAT Mr. Yoav Lev (holding DIN: 00183462), whose term of office as an Additional Director of the Company expires at this Annual General Meeting, be and is hereby appointed as a Director of the Company. 6. 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 of the Companies Act, 2013 and the rules made thereunder, (including any statutory modifications or reenactment thereof, for the time being in force), the Articles of Association of the Company be and is hereby amended by adding a following new article 15.2A:
15.2A The Board may appoint a Chairman or Vice-Chairman of the Company, whether executive or non-executive, amongst the Board of Directors on such terms and conditions including the tenure, remuneration, commission and carrying such rights, duties, responsibilities and powers as may be prescribed by the Board from time to time. RESOLVED FURTHER THAT all Directors of the Company and/or Company Secretary be and are hereby severally authorised to do all acts, deeds, matters and things and execute all documents and take all steps and give such directions as may be required, necessary, expedient or desirable in connection with or incidental for giving effect to the foregoing resolution, including filing of the requisite forms and documents for and on behalf of the Company with any person, statutory a nd/or governmental authority including filing of Form MGT-14 with the jurisdictional Registrar of Companies. Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 Place: New Delhi Date: 07 th August 2018 By order of the Board of Directors For FABINDIA OVERSEAS PVT. LTD. Sd/- CS. MONIKA UPPAL ARORA Company Secretary Membership No.: A17485 R/o. 11/141, Malviya Nagar, New Delhi - 110017
Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing the Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form for the AGM is enclosed herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 2. Corporate members intending to send their authorized representatives to attend the Meetings are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the Meeting. 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. 4. Members/Proxies are requested to bring their duly-filled Attendance Slips and handover the same at the entrance of the meeting hall. 5. Every member entitled to vote at the meeting on any resolution to be moved there at, shall be entitled during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days notice in writing of the intention so to inspect is given to the company. 6. The Statutory Registers under the Companies Act, 2013, will be available for inspection by the members at the venue of AGM. 7. The Route Map showing directions to reach to the venue of the 41 st AGM is annexed. 8. As an austerity measure, copies of Annual Report wi ll not be distributed at the AGM. Members are requested to bring their copy of the Annual Report to the Meeting. 9. 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. 10. Members may also note that the Notice of the 41 st AGM will be available on the Company s website, www.fabindia.com. Relevant documents referred to in the accompanying notice are available for inspection at the registered office of the Company during working hours between 11.00 A.M. to 1.00 P.M. except holidays up to the date of meeting. 11. Subject to the provisions of the Companies Act, 2013, the dividend on equity shares as recommended by the Board of Directors, if declared a t the meeting, will be paid within a period of 30 days from the date of declaration, to those members whose names appear on the Register of Members as on 11 th September 2018 In respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the National Securities Depository Limited (NSDL) as beneficial owners as on that date. 12. Members are requested to note that as per Section 124 and 125 of the Companies Act, 2013, dividends not encashed/claimed within s even years from the date of declaration will be transferred to the Investor Education and Protection Fund (IEPF). After transfer of the said amount to IEPF, no claims in this respect shall lie against IEPF or the Company.
13. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Company Secretary, Ms. Monika Uppal Arora at 14 N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company or email at monika.uppal@fabindia.net. 14. Pursuant to the relevant provisions of the Companies Act, 2013, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 18 th August 2017 (date of last AGM) on the website of the Ministry of Corporate Affairs and on the website of the Company. 15. Members whose shareholding is in electronic mode are requested to direct change of address notifications and update of saving bank account details to their respective Depository Participants. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends. Changes intimated to the Depository Participant will then be automatically reflected in the Company s records which will help the Company and its Registrar and Transfer Agents to provide efficient and better service to the Members. Members who hold shares in physical mode are requested to intimate any change in address with PIN Code number and saving bank accounts details, immediately in writing to the Company Secretary, Ms. Monika Uppal Arora at 14N Block Market, Greater Kailash Part-I, New Delhi- 110048, the registered office of the Company or email at monika.uppal@fabindia.net. 16. Members holding shares in single name and physical form are advised to make Nomination in respect of their shareholding in the Company. Interested Members are requested to send the Nomination Forms annexed with the Annual Report duly filled in with complete details to the Company Secretary Ms. Monika Uppal Arora at 14 N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company or email at monika.uppal@fabindia.net. 17. Updation of Members Details : The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act requires the Company/ Share Registrars and Transfer Agents to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company. Members holding shares in electronic form are requested to submit the details to their respective Depository Participants. 18. To support the Green Initiative, the Members who have not registered their e-mail addresses are requested to register the same with Company s Registrar and Transfer agent/ Depositories.
EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013) The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 sets out all material facts relating to the Special Business mentioned in the accompanying Notice and should be taken as forming part of the Notice. ITEM NO. 4 Ms. Vinita Bali (holding DIN: 00032940) being appointed as an Additional Director of the Company with effect from 01 st April 2018, pursuant to Section 161 (1) of the Companies Act, 2013 and holds office upto the date of the Forty First Annual General Meeting of the Company and is eligible for appointment. Except Ms. Vinita Bali, none of the other Directors, Key Managerial Personnel or their relatives are, in a ny way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board recommends the resolution set forth in Item No. 4 for the approval of members. ITEM NO. 5 Mr. Yoav Lev (holding DIN: 00183462) being appointed as an Additional Director of the Company with effect from 10 th August 2018, pursuant to Section 161 (1) of the Companies Act, 2013 and holds office upto the date of the Forty First Annual General Meeting of the Company and is eligible for appointment. Except Mr. Yoav Lev, none of the other Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice. The Board recommends the resolution set forth in Item No. 5 for the approval of members. ITEM NO. 6 The Board of Directors proposes to insert a clause in Articles of Association with respect to appointment of Chairman or Vice-Chairman of the Company, whether executive or non-executive, amongst the Boa rd of Directors on such terms and conditions including the tenure, remuneration, commission and carrying s uc h rights, duties, responsibilities and powers as may be prescribed by the Board from time to time. Accordingly, it is proposed to amend the existing Articles of Association of the Company so as to incorporate the relevant clause into the Articles of Association of the Company. Shareholders approval by way of Spec i a l Resolution is required under Section 14 of the Companies Act, 2013 for the alteration of the Articles of Association of the Company. A copy of the existing as well as amended Articles of Association of the Company and other relevant documents are available for inspection by the shareholders at the Registered Office of the Company on any working day between 11 A.M. and 1 P.M. upto the date of AGM and also at venue of AGM. None of the Directors, Key Managerial Personnel or their relatives are, in anyway, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice. Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 Place: New Delhi Date: 07 th August 2018 By order of the Board of Directors For FABINDIA OVERSEAS PVT. LTD. Sd/- CS. MONIKA UPPAL ARORA Company Secretary Membership No.: A17485 R/o. 11/141, Malviya Nagar, New Delhi - 110017
LIST OF BRANCH AUDITORS Annexure-1 to the Notice of AGM S.No. Name and address of the New Branch Auditors 1. Agarwal Gobind & Associates, 309, 1 st Floor, City Plaza, Opposite Maruti Business Park, Besides Agrawal Hospital, G.E. Road, Raipur-492001 2. S.Basu Associates, 40/1B, Gokul Boral Street, Kolkata-700012 3. M.A Parekh & Associates, 543, Kalbadevi Road, Ravindra House, 2 nd Floor, Near Metro, Mumbai-400002 4. Nanak Narang & Co., 50, Alaknanda Enclave, Lane-I, GMS Road, Dehradun, Uttarakhand-248001 5. Gopalakrishnan & Venkatesh, New No. 40, Old No. 54, Murthy Street Extension, West Mambalam, Chennai-600033 Branches City Centre Mall-Mahalaxmi Market (Raipur), Ambuja City Centre Mall Vidhan Sabha Road (Raipur) City Center 2- Salt Lake (Kolkata), Quest Mall (Kolkata) Mum - Airport 1, Mum - Airport 2, Mum - International Airport, Mum Chembur, Mum Ghatkopar, Mum Phoenix, Mum Powai, Mum Vashi, Thane - Korum Mall, Seawoods Grand Central Civil Lines (Roorkee), Rajpur Road (Dehradun), Chakrata Road (Dehradun) Anna Nagar (Chennai), RK Salai (Chennai), T Nagar (Chennai), East Coast Road (Chennai) Firm Registration Number/Membership Number 015084C 312038E 121973W 016505C 8850S