NOTICE is hereby given to the Members of Heeralspat Limited that 23rd Annual General
Meeting of the Members of the Company will be held on Wednesday the 30th September, 2015
at 09.30 A.MatHeavy Metal House, 1 Vijayvihar Society, Opp. Childcare Hospital,
Navrangpura,
Ahmedabad380009, Gujaratto transact the following Business.
ORDINARY BUSINESS :
1. To Receive, Consider, Approve and Adopt the Audited Statement of Account i.e. The
Audited Balance Sheet as at 31/03/2015, the Profit & Loss Account for the Year ended
on that date and the report of the Auditors and Directors thereon.
2. To Appoint a Director in place of Mr.SuhagVijaykumar Shah, who retires by rotation
and being eligible offers himself for re-appointment.
3. To Appoint a Director in place of Mr. Prakash Nemchand Shah who retire by rotation
and being eligible offers himself for reappointment.
4. To appoint Auditors M/s. DJNV & Co., Chartered Accountants, as a statutory
Auditor for the Company for the next financial year and to hold the office as such from
the date of conclusion of this Annual General Meeting until the conclusion of the next
Annual General Meeting and to fix their remuneration.
4. RESOLVED THAT pursuant to provisions of Section 139 (1) and other applicable
provisions of the Companies Act 2013 (Corresponding provisions of Section 224(1B) of the
Companies Act 1956) read with Rule 4 and 6 of the Companies (Audit and Auditors) Rules
2014 as in force, the consent of the members of the Company be and is hereby accorded to
the Appointment of M/s DJNV & Co., a firm of Chartered Accountants (CA FIRM
Registration Number:115145W and CA Member No: 40650), as Statutory Auditors of the Company
for the next financial year i.e. for the financial years 2015-16, and to fix their
remuneration as per section 139(2) of the Companies Act 2013.
SPECIAL BUSINESS :
1. To appoint Mr. Ramanugrah Singh (DIN- 00369580) as an Independent Director and in
this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION
"RESOLVED THAT pursuant to the provisions of section 149, 152 read with schedule
IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and qualifications of directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and clause 49 of the
Listing Agreement, Mr. Ramanugrah Singh (DIN-00369580) who was appointed as director
liable to retire by rotation at last Annual General Meeting and in respect of whom the
company has received a notice in writing under section 160 of the Companies Act, 2013 from
a member proposing his candidature for the office of director, be and is hereby appointed
as an Independent Director of the Company to hold office for a term of 4 (four)
consecutive years, from the date of this Annual General Meeting up to the conclusion of
27th Annual General Meeting of the Company in the calendar year 2019."
2. To appoint Mr. Alpesh Kirtibhai Patel (DIN- 00389094) as an Independent Director and
in this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION
"RESOLVED THAT pursuant to the provisions of section 149, 152 read with schedule
IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and qualifications of directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and clause 49 of the
Listing Agreement, Mr. Alpesh Kirtibhai Patel (DIN- 00389094)who was appointed as director
liable to retire by rotation at last Annual General Meeting and in respect of whom the
company has received a notice in writing under section 160 of the Companies Act, 2013 from
a member proposing his candidature for the office of director, be and is hereby appointed
as an Independent Director of the Company to hold office for a term of 4 (four)
consecutive years, from the date of this Annual General Meeting up to the conclusion of
27th Annual General Meeting of the Company in the calendar year 2019."
3. To appoint Mr. RadheshamRampalLodh (DIN- 02694786) as an Independent Director and in
this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION
"RESOLVED THAT pursuant to the provisions of section 149, 152 read with schedule
IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and qualifications of directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and clause 49 of the
Listing Agreement, Mr. RadheshamRampalLodh (DIN- 02694786)who was appointed as director
liable to retire by rotation at last Annual General Meeting and in respect of whom the
company has received a notice in writing under section 160 of the Companies Act, 2013 from
a member proposing his candidature for the office of director, be and is hereby appointed
as an Independent Director of the Company to hold office for a term of 4 (four)
consecutive years, from the date of this Annual General Meeting up to the conclusion of
27th Annual General Meeting of the Company in the calendar year 2019.
4. To appoint Mr. Prakash Nemchand Shah (DIN- 06376987) as an Independent Director and
in this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION.
"RESOLVED THAT pursuant to the provisions of section 149, 152 read with schedule
IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and qualifications of directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and clause 49 of the
Listing Agreement, Mr. Prakash Nemchand Shah (DIN- 06376987)who was appointed as director
liable to retire by rotation at last Annual General Meeting and in respect of whom the
company has received a notice in writing under section 160 of the Companies Act, 2013 from
a member proposing his candidature for the office of director, be and is hereby appointed
as an Independent Director of the Company to hold office for a term of 4 (four)
consecutive years, from the date of this Annual General Meeting up to the conclusion of
27th Annual General Meeting of the Company in the calendar year 2019."
5. To appoint Mr. Suhag Vijaykumar Shah (DIN- 06398147) as an Independent Director and
in this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION
"RESOLVED THAT pursuant to the provisions of section 149, 152 read with schedule
IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and qualifications of directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and clause 49 of the
Listing Agreement, Mr. Suhag Vijaykumar Shah (DIN- 06398147)who was appointed as director
liable to retire by rotation at last Annual General Meeting and in respect of whom the
company has received a notice in writing under section 160 of the Companies Act, 2013 from
a member proposing his candidature for the office of director, be and is hereby appointed
as an Independent Director of the Company to hold office for a term of 4 (four)
consecutive years, from the date of this Annual General Meeting up to the conclusion of
27th Annual General Meeting of the Company in the calendar year 2019."
6. To appoint Mr. Truptiben Dhavalbhai Jain (DIN- 07162438) as an Independent Director
and in this regard to consider and if thought fit, to pass, the following resolution as an
ORDINARY RESOLUTION
"RESOLVED THAT pursuant to the provisions of section 149 (1) , 152 read with
schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and qualifications of directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and clause
49 of the Listing Agreement, Ms. Truptiben Dhavalbhai Jain (DIN- 07162438) who was
appointed as Additional And Woman director by the Board of Directors, who hold the office
as such only up to the date of this Annual General Meeting, who is eligible for
appointment as Director of the Company, and she has given her consent to act as Woman
Director of the Company if so appointed, and in respect of whom the Company has received
notices from some members proposing her candidature, be and is hereby appointed as
Independent Woman Director for a period of 5 consecutive years i.e. up the date of
conclusion of the Annual General Meeting for the financial year 2019-20 and that she shall
not be liable to retire by rotation at every Annual General Meeting.
Sd/-
(Dinesh Rao)
Chairman and Managing Director.