Notice of AGM 2018-19
NOTICE
NOTICE IS HEREBY GIVEN THAT 1ST ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD ON MONDAY, 30TH SEPTEMBER, 2019 AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN AT 01.00 P.M. TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
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- To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2019, including the audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors (‘the Board’) and Auditors thereon.
- To appoint a Director in place of MR. NARENDRASINH DEVDA, who retires by rotation, in terms of Section 152 (6) of the Companies Act, 2013, and being eligible, offers himself for re-appointment.
- To appoint Auditors and to fix their remuneration and in this regards to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, and Rules framed there under, as amended from time to time, M/S Dharmendra & Khajanchi (Firm Registration No. 102472W), Chartered Accountants, be and are hereby re-appointed as Auditors of the Company to hold office for the consecutive period of four years from the conclusion of this Annual General till the conclusion of Annual General Meeting for the Financial Year 2022-23, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”
SPECIAL BUSINESS:
- To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution“RESOLVED THAT Pursuant to provision of Section 152 and all other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modifications or Re-enactments thereof for the time being in force, MR. GAUTAM BALI (DIN: 00481587), who was appointed as an Additional Director of the Company under Section 161 of the Companies Act, 2013 and who holds office up to the date of Annual General Meeting, be and is hereby appointed as a Director of the Company.”“RESOLVED FURTHER THAT to give effect to this Resolution MR. NARENDRASINH DEVDA, (DIN: 00344604), Director of the Company be and is hereby Authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution and to do all acts, deeds, things as may be necessary in its absolute discretion deem necessary, proper, desirable and to finalize any documents and Writings related thereto.”“RESOLVED FURTHER THAT Digital signature of MR. GOVINDSINGH BHAVANSINH CHAVDA (DIN: 07931885), Director of the Company be affixed on e-form DIR-12 for Change in Designation of Director and Mr. Anish Shah, Practicing Company secretary be and is hereby authorized to certify said e-form DIR-12 to the Registrar of companies through MCA Portal in his professional capacity.”
- To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution“RESOLVED THAT Pursuant to provision of Section 152 and all other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modifications or Re-enactments thereof for the time being in force, MR. VISHAL JAIN(DIN: 08082565), who was appointed as an Additional Director of the Company under Section 161 of the Companies Act, 2013 and who holds office up to the date of Annual General Meeting, be and is hereby appointed as a Director of the Company.”“RESOLVED FURTHER THAT to give effect to this Resolution MR. NARENDRASINH DEVDA, (DIN: 00344604), Director of the Company be and is hereby Authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution and to do all acts, deeds, things as may be necessary in its absolute discretion deem necessary, proper, desirable and to finalize any documents and Writings related thereto.”“RESOLVED FURTHER THAT Digital signature of MR. GOVINDSINGH BHAVANSINH CHAVDA (DIN: 07931885), Director of the Company be affixed on e-form DIR-12 for Change in Designation of Director and Mr. Anish Shah, Practicing Company secretary be and is hereby authorized to certify said e-form DIR-12 to the Registrar of companies through MCA Portal in his professional capacity.”
- APPOINTMENT OF MR. PANKAJ KUMAR SINGH AS A DIRECTOR OF THE COMPANY:“RESOLVED THAT pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, MR. PANKAJ KUMAR SINGH (DIN: 03540913), be and is hereby appointed as a Director of the company with effect from 30TH September, 2019.”“RESOLVED FURTHER THAT MR. NARENDRASINH DEVDA, (DIN: 00344604) Director of the company, be and is hereby authorized to do all the acts, deeds and things for the said appointment.”“RESOLVED FURTHER THAT Digital Signature of MR. GOVINDSINGH CHAVDA ( DIN: 07931885), Director of the Company be affixed on e-form DIR-12 for the said purpose and MR. ANISH SHAH, Practicing Company Secretary be and is hereby authorized to certify the said e-form in his professional capacity.
BY ORDER OF THE BOARD OF DIRECTORS
For, INFINION BIOPHARMA LIMITED
(FORMERLY INFINION BIOPHARMA PRIVATE LIMITED)
PLACE: AHMEDABAD
NOTES: –
- A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
- EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 IS ATTACHED WITH THE NOTICE.
EXPLANATORY STATEMENT
(Pursuant to section 102 of the Companies Act, 2013)
Item No.4.
As required by section 102 of the Companies Act, 2013 (The ‘Act’), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 4 of the accompanying Notice:
MR. GAUTAM BALI (DIN: 00481587),was appointed as an Additional Director of the company under Section 161 of the Companies Act, 2013 in the board meeting held on 25thJuly, 2018. In terms of the provisions of section 161 of the Act, 2013 MR. GAUTAM BALI would hold the office up to the date of ensuring Annual General Meeting of the Company. However, He can be appointed as director at the ensuing AGM.
Pursuant to provision of Section 164 of the Companies Act, 2013,MR. GAUTAM BALIis not disqualified from being appointed as a Director of the Company and he has given his consent to act as a Director of the Company in Form DIR-2.
None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives except MR. GAUTAM BALI (DIN: 00481587),is concerned or interested, financial or otherwise, in the resolution.
Item No. 5.
As required by section 102 of the Companies Act, 2013 (The ‘Act’), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 5 of the accompanying Notice:
MR. VISHAL JAIN(DIN: 08082565), was appointed as an Additional Director of the company under Section 161 of the Companies Act, 2013 in the board meeting held on 10th March, 2018. In terms of the provisions of section 161 of the Act, 2013 MR. VISHAL JAIN would hold the office up to the date of ensuring Annual General Meeting of the Company. However he can be regularized as the Director at any general meeting of the Company
Pursuant to provision of Section 164 of the Companies Act, 2013,MR. VISHAL JAIN is Not disqualified from being appointed as a Director of the Company and he has given his consent to act as a Director of the Company in Form DIR-2.
None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives except MR. VISHAL JAIN (DIN: 08082565), is concerned or interested, financial or otherwise, in the resolution. ____
Item No. 6.
As required by section 102 of the Companies Act, 2013 (The ‘Act’), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 6 of the accompanying Notice:
The Chairman informed to the Board of Directors of the company that the business activity of the company has been increasing day by day. Accordingly, it is advisable to broad base the Board of the Company for the effective functioning of the company. After discussing the matter it was thought fit to appoint Mr. Pankaj Singh(DIN: 03540913) as a director of the Company so that company can take advantage of his knowledge and experience.
Pursuant to provision of Section 164 of the Companies Act, 2013, Mr. Pankaj Singh(DIN: 03540913) is not disqualified from being appointed as a Director of the Company and he has given his consent to act as a Director of the Company in Form DIR-2.
The Board has recommended to the members to pass the said resolution for appointment of Mr. Pankaj Singh (DIN: 03540913) as a Director of the Company.
None of the other Directors, Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in the resolution except MR. PANKAJ SINGH.
BY ORDER OF THE BOARD OF DIRECTORS
For, INFINION BIOPHARMA LIMITED
(FORMERLY INFINION BIOPHARMA PRIVATE LIMITED)
PLACE: AHMEDABAD
DATE: 27/09/2019
INFINION BIOPHARMA LIMITED
407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN
ATTENDANCE SLIP
Name of the attending Member (In Block Letters):
Folio No/ DPID / Client ID :
Name of the Proxy :
(To be filled in if the Proxy attends instead of the Member)
No. of Shares held:
(In words)
I hereby record my presence at Annual General Meeting of the Company at 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN on Monday, 30th day of September, 2019 and at any adjournment thereof.
Signature of Shareholder / Proxy
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: U51909GJ2018PLC100571
Name of the company: INFINION BIOPHARMA LIMITED
Registered office: 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN
Name of the member(s): |
Registered address: |
E-mail Id: |
Folio No/ Client Id: |
DP ID: |
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name: ……………………………
Address:
E-mail Id:
Signature: …………………….
2. Name: ………………………..…
Address:
E-mail Id:
Signature: …………………….
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Annual General Meeting of the company, to be held on Monday, 30th day of September, 2019 at 01:00 P.M. at the registered office of the Company situated at 407, SILVER RADIANCE, PAKWAN CHAR RASTA, SINDHU BHAVAN ROAD, BODAKDEV AHMEDABAD GJ 380054 IN and at any adjournment thereof in respect of such resolutions as are indicated below:
SR. NO. | RESOLUTION | FOR | AGAINST |
---|---|---|---|
Ordinary Business | |||
1. | Adoption of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Auditors for the financial year ended March 31, 2019. | ||
2. | To Appoint a Director in place of MR. GOVINDSINGH CHAVDA, who retires by rotation, in terms of Section 152 (6) of the Companies Act, 2013, and being eligible, offers himself for re-appointment. | ||
3. | Appointment of DHARMENDRA & KHAJANCHI, Chartered Accountants (Membership No. 042412) as Statutory auditors of the Company for a consecutive period of five Financial years | ||
Special Business | |||
4. | To Appoint Mr. Gautam Bali (DIN: 00481587) as a Director of the Company. | ||
5. | To Appoint Mr. Vishal Jain (DIN: 08082565) as a Director of the Company. |
Signed this…..day of ………., 2019.
Signature of Shareholder
Signature of Proxy holder(s)
Note: This form of proxy 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.