Disclosure in board of directors report explanatory SUPERFINE KNITTERS LTD.CIN U18101PB1998PLC021814269 INDUSTRIAL AREA-A, LUDHIANAPunjab-PB INDIA 141003, Ph No. 0161-4689900EMAIL:AJITLAKRA@SUPERFINEKNITTERS.COMNOTICENotice is hereby given that Annual General Meeting (AGM) of the Members of Super Fine Knitters Limited will be held on Wednesday the 30thSeptember, 2015 at 11.00 Am at the Registered Office of the Company at Ludhiana, to transact the following business: ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31stMarch 2015 and Statement of Profit and Loss for the year ended on that date along with the report of the Board of Directors (the Board) and Auditors thereon.2. To appoint a Director in place of Mrs. Ridhi Lakra who retire by rotation and who being eligible offers her for reappointment.3. To re-appoint Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting of the Company for the year 2018-2019 and fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:RESOLVED THATPursuant to the Provisions of Section 139 and other Applicable Provisions, if any, of the Companies Act, 2013 and rule made there under the re-appointment of M/S Mehta Sharma and Associates., Chartered Accountants, Firm Registration Number 018946N(#595, 1stFloor, Jai Singh Complex, Model Town, Ludhiana) be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting of the Company for the year 2018-19 at such remuneration as may be mutually agreed upon between Sh. Vivek Lakra, Whole time Director of the Company and the Statutory Auditors. SPECIAL BUSINESS:1.To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special ResolutionRE-CLASSIFICATION OF THE AUTHORIZED SHARE CAPITAL AND AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANYRESOLVED THATpursuant to the provisions of Sections 13, 61 and 64 and all other applicable provisions, if any, of the Companies Act, 2013, to the extent notified and in effect (including any statutory modification or re-enactment thereof, for the time being in force), and Article 3(a) and other enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions, if any, required from any authority, the authorized share capital of the Company be amended by reclassifying the existing share capital of Rs. 9,05,00,000 (Rupees Nine Crore Five lakhs) divided into 80,50,000 (Eighty Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) eachand 10,00,000 (10 Lakh) 8% Non-cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten) each to Rs. 9,05,00,000 (Rupees Nine Crore Five lakhs) divided into 90,50,000 (Ninety Lakh Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each for the purposes of issuance and allotment of the equity shares of the Company pursuant to approval of preference shareholders for alteration of 8% Non-cumulative Redeemable Preference Shares of the Company, by converting them into 8% Compulsory Convertible Preference Shares and thereafter converting such 8% Compulsory Convertible Preference Shares into 10,00,000 Equity shares of Rs. 10/-(Rupees Ten) each.RESOLVED FURTHER THATpursuant to the provisions of Sections 13 and 61and all other applicable provisions, if any, of the Companies Act, 2013, to the extent notified and in effect (including any statutory modification or re-enactment thereof, for the time being in force) and applicable Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions, if any, required from any authority, the existing clause (V) of the Memorandum of Association be altered by deletion of the existing clause and by substitution thereof with the following:Clause V Memorandum of AssociationV. The Authorized Share Capital of the Company is Rs.9,05,00,000 /- (Rupees Nine Crore Five lakh only) divided into 90,50,000 (Ninety Lakh Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each.RESOLVED FURTHER THATfor the purpose of giving effect to this resolution, Board of Directors of the Company be and are hereby authorized, on behalf of the Company to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with the necessary E-form with the Registrar of Companies at Chandigarh.CONVERSION OF 8% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES INTO COMPULSORY CONVERTIBLE PREFERENCE SHARES AND FURTHER INTO EQUITY SHARESRESOLVED THATpursuant to the provisions of Section 106 and other applicable provisions if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) and the provisions of Section 55, 62 and 42 and other applicable provisions if any, of the Companies Act, 2013 read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014(including any statutory modification or re-enactment thereof, for the time being in force) and consequent to the approval of all the Preference Shareholders of the Company by consent letter dated September 25, 2015, consent of the equity shareholders be and is hereby accorded by way of Special Resolution to convert the paid up Preference Share Capital of Rs.95,55,700/- consisting of 9,55,570, 8% Non-cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten) each to 9,55,570, 8% Compulsory Convertible Preference shares of Rs.10/- (Rupees Ten) each and thereafter such 9,55,570 8% Compulsory Convertible Preference shares of Rs.10/- (Rupees Ten) each be converted into 9,55,570 Equity Shares of Rs. 10/- (Rupees Ten)each.RESOLVED FURTHER THATthe Equity Shares of the Company to be allotted upon conversion of the Compulsory Convertible Preference Shares, in accordance with the terms above, shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rankparipassuin all respects including as to dividend, with the existing fully paid up equity shares of face value of Re. 10/- each of the Company. RESOLVED FURTHER THATfor the purpose of giving effect to this resolution, Board of Directors of the Company be and are hereby authorized, on behalf of the Company to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with the necessary E-form with the Registrar of Companies at Chandigarh.2. To consider and if thought fit, to pass the following resolution, with or without modification(s), as Special Resolution:RESOLVED THATpursuant to the provisions of Section 13(1) and all other applicable provisions of the Companies Act, 2013 read with Companies (incorporation) Rules, 2014 (including any statutory enactment thereof for the time being in force), approval of shareholders be and is hereby accorded by way of Special Resolution to delete the Clause III (Object Clause) of Memorandum of Association of the Company and to adopt the following Object Clause (in pursuant to the clauses of newly enacted Companies Act 2013): III. (A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION IS: 1. To carry on the business as manufacturers, spinners, weavers, knitters, stitching, dyeing of clothes, combers, producers, fabricators, importers, dealers in all kinds of yarn, fabrics, worsted, shoddy, cotton, synthetic, woolen, silk, jute, rayon, artificial silk, nylon, polyester, acrylic or any other synthetic, fiber or yarn allied products, by-products and to treat and utilize any waste arising from any such manufacture production and process and further to carry on or be interested in the business of ginning, balling of cotton waste, liner cotton, yarn waste hemp and jute and the cultivation thereof.2. To carry on the business of manufacturers, importers and exporters, agents, wholesale and retail dealers of and in Jeans, pants, textile Goods, Hosiery Goods, cloth, Cotton Goods and readymade Goods of every kind, nature and description, for men, women, and children including Blankets, shawls, sarees, lohls, mafias, scarf's, shirts, trousers, vests underwear, socks, panties, nigh ties, stockings, sweaters, brasseriers, coats, costumes, gloves, laces and all other hosiery and textile goods.3. To put up a composite garments manufacturing unit within house knitting, dying, finishing, processing and manufacturing facilities and to trade in, import, export and manufacturing of any of the raw materials, intermediaries or finished products of hosiery and textile goods.4. To carry on the business of machine combers and re-combers of all types of fibres and material, whether artificial or synthetic, cotton spinner, to sort, blend prepare wiley, scqur, carb, scribble, comb, dye, bleach, carbonize, spin, twist, double, wind, warp, weave, mend, finish, make up, black, buy, sell, import, export and deal in fibres, whether natural, artificial or synthetic, tops, yarn, woven fabrics and textile fabrics and material of all kinds and to carry on all or any of the trades or business or manufactures or cultivators of combers, bleaches, carbonizes, water proofers of textiles materials and fabrics of all kinds mill owners generally, merchants, agents, importers, exporters factors, agents, sellers of and dealers in wool worsted, silk, hair, mohair, flax, jute hemp, artificial and synthetic fibers and all or any fibrous substances, tops, noils, wasters paps, cotton, linen, cloth, worsted stuff, silken and by-products generally and all or any textile products, manufactured or unmanufactured.5. To carry on the business as manufacturers, importers, processors and dealers in all kinds of cloth, knitted cloth, woolen fabrics, synthetics fabrics, cotton fabrics synthetic tops, worsteds shoddy and all kinds of blankets shawls, hosiery and ready-made garments.6. To acquire and take over as a going concern, the firm at Ludhiana under and style of M/s Super fine knitters and all of the assets and liabilities of that firm on such terms and conditions as may be mutually agreed upon. (B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS1. To enter into arrangement or agreement or contract with any person, association firm or corporation whether in India or outside, for technicians, or for such other purpose that may seem beneficial and conductive to the objects of the Company.2. To acquire and undertake all or any part of business, property liabilities and rights of any person, firm , or Company carrying on any business which this Company is authorized to carry on or be possessed of property suitable for the purpose of the Company.3 .To enter into any agreement with government or authority, (supreme, local municipal or otherwise) that may seem conductive to Company's objects or any of them and to obtain from any such government of authority all rights, concession and privileges, which the Company may think desirable to obtain in connection with its business and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions.4. To design, develop, alter, exchange, deal either as principal agents, let on hire, import or export, technical know -how, machinery, assembling, components and such other parts specified above and ancillaries thereof.5. To institute, conduct, defend, compound, compromise any legal proceedings against or by the Company.6. To remunerate any person, firm or Company for services rendered or to be rendered in the acquisition of property by the Company or conduct of its business.7. Generally to purchase or take on lease, or in exchange, hire or otherwise acquire any movable or immovable property and any rights or privileges which the Company may the Company may think necessary or convenient with reference to any of these and capable of being profitable dealt with in connection with in connection with and of the company's property or right, for the time being.8. To employ, expert to investigate and examine into the condition, prospect value, character and circumstances of any business concern and undertaking and generally of any assets property or rights proposed to be acquired by the Company.9. To sell, improve, manage, exchange, lease, mortgage, dispose off, or otherwise deal in all or or any part of the property and fights of the Company.10. To open account or accounts with any individual, firm or company or with any Bank or bankers, financial institution or shroffs and to pay into and to withdraw money from such account.11. To distribute as dividend or bonus, among the members or to place to reserve or otherwise to apply as the Company may from time to time think fit, any money received by way of premium on shares or debentures issued at a premium by the Company and money received by way of premium on shares or debentures issued at a premium by the Company and money arising from sale by the Company of forfeited shares.12. To undertake the study of consumer or medical tastes in Indian or foreign markets, and to co-operate with Trade associations, government agencies.13. To establish, purchase and take on lease or otherwise acquire and run shops, showroom, distributing centers, stores and depots at any place in India or abroad.14. To acquire, purchase and take on lease all or any of the fixed assets , machinery, furniture, stores, stocks, of raw and finished material, privileges, quoto rights, goodwill pertaining to any business to achieve the aforesaid objects.15. To guarantee the performance of any contract or obligations of and the payment of money unsecured of and interest on , any, debenture, stock or securities of any Company , corporation, firm or persons in any case in which such guarantee may be considered likely directly or indirectly to further the main objects of the company and in the above context to act as securities.16. To lend money, either with or without security, and generally to such persons and upon such terms and conditions as the company may think fit in connection with its business and also invest the money of the company not immediately required in such manner as from time to time may be determined, provided that the company shall not carry on the business of banking in such manner as defined under the Banking Regulations act, 1949.17. To borrow from any state financial corporations, banks, companies firms or other financial institutions any term loan or other sums on such security and other charges as stipulated by the financial corporations or banks with mortgage on all or any of property of the Company whether present or future or both.18. To adopt such means of making known the products of the company as may deem expedient and in particular by advertising in the press, by circular, by purchase and exhibition of works of arts or interest, by publication of books and periodicals and by granting prizes, rewards and dominations.19. To take interest and promote and undertake the formation and establishment of such institutions and companies as may be considered to be conductive to the interest of the Company and also to promote subsidiaries.
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