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SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED
NOTICENOTICE is hereby given that Thirty Fourth Annual General Meeting of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED will be held at M. C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai – 400 001, on Tuesday, 20th September, 2016 at 11.30 a.m., 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 31st March, 2016 and the reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mr. Prateek Jatia (DIN 00453068), who retires by rotation and being eligible, offer himself for re-appointment.
3. To ratify the appointment of M/s. K C P L And Associates LLP, Chartered Accountants (Firm Registration No.119223W/W100021), who were appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 2014 Annual General Meeting of the Company and to fix their remuneration for the financial year ending 31st March,2017.
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under and any amendments thereto or statutory modifications or re-enactment thereof, and subject to the approval of Central Government, if necessary and such other approvals, permissions and sanctions as may be required in this regard, consent of the Company be and is hereby accorded for the re-appointment of Mr. Vinod Jatia (DIN 00091115) as Managing Director of the Company, whose office shall not be liable to retirement by rotation under the Act, for a period of 3 (Three) years with effect from 1st July, 2016, without any remuneration, however, he will be allowed reimbursement of traveling and all other expenses incurred by him for the purpose of business of the Company.”
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.”
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE INSTRUMENT OF PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by 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.
2. Corporate members intending to send their authorized representative to attend the meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send the company a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.
3. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business under Item Nos. 4 of the Notice, is annexed hereto. Brief resume and other details of the Director proposed to be re-appointed as required in terms of Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 are attached hereto.
4. The Register of Members and the Share Transfer Register of the Company shall remain closed from Wednesday the 14th September, 2016 to Tuesday the 20th September, 2016 both days inclusive.
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5. Members desiring any information on the Accounts are requested to write to the Company at least one week before the Meeting so as to enable the management to keep the information ready at the Meeting.
6. All documents referred to in the notice are open for inspection at the Registered office of the Company on all working days between 11.00 a.m. to 1.00 p.m. up to the date of the Annual General Meeting.
7. E - voting
In compliance with Section 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as amended and Listing Regulations the Company is please to provide members facility to exercise their right to vote on the resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and all business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).
The e-Voting period for all items of business contained in this Notice shall commence from Saturday, 17th September, 2016 (9:00 a.m.) and will end on Monday, 19th September 2016, (05:00 p.m.). During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the cutoff date 13th September, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on resolutions is cast by any Member, he/she shall not be allowed to change it subsequently.
The voting rights of Members shall be in proportion to their equity shareholding in the paid up equity share capital of the Company as on 13th September, 2016.
The instructions and process for e-voting as under:
(i) Log on to the e-voting website www.evotingindia.com(ii) Click on “Shareholders” tab.(iii) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical form should enter Folio Number Registered with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to be used. (vi) If you are a first time user follow the steps given below:
For Members holding shares in Demat and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are
requested to use the first two letters of their name and the last 8 digits of the sequence number in the PAN field. The sequence number is given in attendance slip.
• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Detailsor Date of Birth(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
• If both the details are not recorded with the depository or company please enter the member id/folio no. in the dividend bank details field as mentioned in instruction (iii).
(vii) After entering these details appropriately, click on “SUBMIT” tab.(viii) Members holding shares in physical form will then directly reach the Company selection screen. However,
members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required
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SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED
to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN for SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED to vote.(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting
page.(xvi) If Demat account holder has forgotten the login password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles.
The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xviii)Notes for non-individual shareholder and custodian• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodian are required to log on to
https://www.evotingindia.co.in and register themselves as Corporates. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be mailed to helpdesk.
[email protected]. • After receiving the login details a compliance user should be created using the admin login and password. The
compliance user would be able to link the accounts for which they wish to vote on.• The list of accounts linked in the login should be mailed to [email protected] and on approval
of the accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].
8. Voting at Annual General Meeting : Facility of voting through ballot paper shall also be made available at the meeting. Member attending the
meeting, who have not already cast their vote by e-voting shall be able to exercise their right at the meeting. Members who have cast their vote by e-voting prior to the meeting may also attend the meeting, but shall not be entitled to vote again at the Annual General Meeting.
9. A person, whose name is recorded in the Register of members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date 13th September, 2016, only shall be entitled to avail the facility of e-voting, as well as voting at the AGM.
10. Any person who becomes a member of the Company after dispatch of the notice of the meeting and holding shares as on the cut-off date i.e. 13th September, 2016 may obtain user ID and password from Sharex Dynamic (India) Pvt. Ltd. ( Registrar and Transfer Agent of the Company).
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11. CA Saurabh Agarwal partner of KCPL And Associates LLP has been appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.
12. The Scrutinizer shall immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through e-voting in the presence of at least two witness not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any to the Chairman or a person authorized by him in writing who shall countersign the same. The Chairman or the authorized person shall declare the result on the voting forthwith.
13. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.supremeholdings.net and on the website of CDSL immediately after the result declared by the chairman/authorized person and the same shall be communicated to BSE Limited.
By order of the Board of Directors
Mumbai : 30th July, 2016 Kailash Sharma (Company Secretary)
Registered Office: 1, Pearl Mansion (N),91, M.Karve Road,Mumbai 400 020.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.
Item No. 4
Mr. Vinod Jatia was appointed as Managing Director of the Company for the period from 1st July ,2011 to 30th June, 2016. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 30th May, 2016 have subject to approval of the members, unanimously re-appointed Mr. Vinod Jatia as Managing Director for a further period of three years w.e.f 1st July, 2016 without any remuneration. However, the Managing Director will be allowed reimbursement of travelling and all other expenses incurred by him for the purpose of business of the Company. Mr.Vinod Jatia is a dynamic entrepreneur. Brief resume and other details of Mr.Vinod Jatia is attached to the Notice.Mr. Vinod Jatia is also the Managing Director of Makalu Trading Limited and Chairman of the Audit Committee and Corporate Social Responsibility Committee of Makalu Trading Limited.No other Director, Key Managerial Personnel or their relatives except Mr. Vinod Jatia, to whom this resolution relates and Mr. Prateek Jatia, Executive Director & Chie Financial Officer and Mr. Vidip Jatia, Director being close relative of Mr. Vinod Jatia and their other relatives to the extent of their shareholding interest in the company, may be deemed to be concerned or interested in the resolution.
By order of the Board of Directors
Mumbai : 30th July, 2016 Kailash Sharma (Company Secretary)
Registered Office: 1, Pearl Mansion (N),91, M.Karve Road,Mumbai 400 020.
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SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED
Disclosure required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 in respect of Directors seeking reappointment
Name of Director Mr. Vinod Jatia Mr. Prateek JatiaDIN 00091115 00453068Age 59 years 29 yearsDate of first appointment on the Board 27.11.1995 30.06.2006Qualification Commerce Graduate B.SC (Hons) in Accounts & FinanceDetails of the remuneration last drawn Nil Nil
A Brief Resume of the Director & Nature of his Expertise in Specific Functional Areas
Mr. Vinod Kumar Jatia is credited with having more than 40 years of experience in diversified business activities. After Graduation he joined his family business of steel trading and gradually he independently took charge of entire business. He is the promoter of various trading companies held by the group which are mainly engaged in the trading of Iron & Steel Coils/Sheets.
Mr. Prateek Jatia, has a graduate degree from Lancaster University in Accounting, Auditing and Finance. Having worked in Ernst and Young (U.K.), he has developed significant experience in the field of Accounts and Auditing. He is now triumphantly managing the Business and project development activities of the Company.
Directorship held in other Public Companies as on 31st March, 2016
Makalu Trading LimitedHelmet Traders LimitedPudumjee Industries Limited
Makalu Trading LimitedHelmet Traders Limited
No Shares held in the Company 51,87,200 47,55,800
No of Board meetings attended during last Financial Year
5 (Five) 6 (Six)
Chairman/Member of Committee of the Board of Directors of the Company
Audit Committee Member
Stakeholder Relationship CommitteeMember
Audit Committee Nil
Stakeholder Relationship CommitteeNil
Chairman/Member of Committee of the Board of Directors of the other public Companies
Audit Committee Makalu Trading Limited (Chairman)Pudumjee Industries Limited (Member)Stakeholder Relationship CommitteeNil
Audit Committee Nil
Stakeholder Relationship CommitteeNil
Disclosure of Relationship between Directors, Manager and other Key Managerial Personnel of the Company.
Mr. Vinod Jaita is father of Mr. Prateek Jatia and Mr. Vidip Jatia.
Mr. Prateek Jatia is Son of Mr. Vinod Jatia and brother of Mr. Vidip Jatia.
Terms & Conditions of appointment Refer explanatory statement Being re-appointed on retirement by rotation, no change in terms and condition as approved by the members at the AGM held on 23.09.2015
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Supreme Holdings & Hospitality (India) Limited(Formerly Known as Supreme Holdings Limited)
CIN : L67120MH1982PLC026924Registered Office: 1, Pearl Mansion (N), 91, M. Karve Road, Mumbai - 400 020.
Tel: 022- 22006969 • Fax: 022- 22008246 • Website: www.supremeholdings.net • Email: [email protected]
PROXY FORM[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Member(s) …………..............................................................…………..............................................................………….................................................
Registered address …………..............................................................…………..............................................................…………...........................................................
…………..............................................................………….................................. E-mail ID …………..............................................................
Folio No/Client ID No. …………................................................................ DP ID No. …………..............................................................
I/We, being the member(s) of ………….............................................................. Shares of Supreme Holdings & Hospitality (India) Ltd, hereby appoint
1. Name :………………………………………………………………..................................... E-mail ID………………………………………………..............................
Address:………………………………………………………………..................................
........................................................................... .................................................................. Signature:…….....………………………………….................................
Or failing him
2. Name :………………………………………………………………..................................... E-mail ID………………………………………………..............................
Address:………………………………………………………………..................................
............................................................................................................................................. Signature:……….....…………………………………..............................
Or failing him
3. Name :………………………………………………………………..................................... E-mail ID……………………………............................…………………..
Address:………………………………………………………………..................................
............................................................................................................................................. Signature:……….....…………………………………..............................As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the Company, be held on September 20, 2016 at 11.30 a.m. at at M.C. Ghai Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai - 400 001, and at any adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business For* Against*
1 Adoption of Standalone and Consolidated Financial Statement for the year ended March 31, 2016
2 Re-appointment of Mr. Prateek Jatia , Director retiring by rotation
3 Appointment of Auditors
Special Business
4 Re-appointment of Mr. Vinod Jatia as Managing Director of the Company
Signed this ……………............ day of …………..................................... 2016
Signature of Shareholder………………………………….. Signature of Proxy holder(s) ......................................... Note: 1. This Proxy Form in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting. 2. Please complete all detail, including details of member(s) in above box before submission.
* This is only optional. Please put “X” in the box in the appropriate column against the respective resolution. If you leave the “For” or “Against” column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he / she thinks appropriate.
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I certify that I am a member / proxy for the member of the Company..
Note: 1. Only Member/Proxy/Authorized Representative can attend the Meeting. 2. Member/Proxy/Authorized Representative should bring his/her copy of the Annual Report for reference at the Meeting.
I hereby record my presence at M.C. Ghai Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash
Marg, Kala Ghoda, Mumbai - 400 001 at 11.30 a.m. on 20th September, 2016.
Member / Proxy’s Signature
ELECTRONIC VOTING PARTICULARS
Cut Here
Name & Address : of sole
Number of Equity Shares held
Member
Client ID / Folio No.
:DP ID -
EVSN(Electronic Voting Sequence Number) User ID PAN/Sequence Number
NOTE : Please read the complete instructions given under the Note (The instructions for shareholders voting electronically) to the Notice of the Annual General meeting. The Voting time starts from 9.00 a.m. (IST) on 17th September, 2016 and ends at 5.00 p.m. (IST) on 19th September, 2016. The voting module shall be disabled by CDSL for voting thereafter.
Name of Joint Holder(s), if any
Name of Proxy/ Authorised Representative
ATTENDANCE SLIP34th ANNUAL GENERAL MEETING
ON TUESDAY, SEPTEMBER 20, 2016 AT 11.30 A.M.
Supreme Holdings & Hospitality (India) Limited(FORMERLY KNOWN AS SUPREME HOLDINGS LIMITED)
1, Pearl Mansion (N), 91, M. Karve Road, Mumbai – 400 020.Tel : 022- 22006969 Fax : 022- 22008246
www.supremeholdings.net Email : [email protected] CIN - L67120MH1982PLC026924
I certify that I am a member / proxy for the member of the Company..
Note: 1. Only Member/Proxy/Authorized Representative can attend the Meeting. 2. Member/Proxy/Authorized Representative should bring his/her copy of the Annual Report for reference at the Meeting.
I hereby record my presence at M.C. Ghai Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash
Marg, Kala Ghoda, Mumbai - 400 001 at 11.30 a.m. on 20th September, 2016.
Member / Proxy’s Signature
ELECTRONIC VOTING PARTICULARS
Cut Here
Name & Address : of sole
Number of Equity Shares held
Member
Client ID / Folio No.
:DP ID -
EVSN(Electronic Voting Sequence Number) User ID PAN/Sequence Number
NOTE : Please read the complete instructions given under the Note (The instructions for shareholders voting electronically) to the Notice of the Annual General meeting. The Voting time starts from 9.00 a.m. (IST) on 17th September, 2016 and ends at 5.00 p.m. (IST) on 19th September, 2016. The voting module shall be disabled by CDSL for voting thereafter.
Name of Joint Holder(s), if any
Name of Proxy/ Authorised Representative
ATTENDANCE SLIP34th ANNUAL GENERAL MEETING
ON TUESDAY, SEPTEMBER 20, 2016 AT 11.30 A.M.
Supreme Holdings & Hospitality (India) Limited(FORMERLY KNOWN AS SUPREME HOLDINGS LIMITED)
1, Pearl Mansion (N), 91, M. Karve Road, Mumbai – 400 020.Tel : 022- 22006969 Fax : 022- 22008246
www.supremeholdings.net Email : [email protected] CIN - L67120MH1982PLC026924
