portion 2, 1 & 2 floor, a-259, defence colony new delhi ... egm scheduled on 12.12.2016.pdf ·...

HGS (INDIA) LIMITED Portion 2, 1st & 2nd Floor,

A-259, Defence Colony New Delhi-110024 India

Phone: +91 (011) 23073189 Fax: +91 (011) 23074195

e-mail:[email protected]

Regd. Office: A-259, 1st & 2nd Floor, Defence Colony, New Delhi-110024 India Tel: 011-46066603, 604 Fax: 011-24332771-772

CIN U74899DL1986PLC023341

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that an Extra Ordinary General Meeting of the members of M/S HGS (India) Limited is to be held on Monday, 12th day of December, 2016 at 4:00 p.m. at its registered office at Portion 2, 1st Floor, A-259, Defence Colony, New Delhi-110024 to transact the following business:

SPECIAL BUSINESS:

1. Approval for entering into Related Party Transactions by the Company 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 THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the Company be and is hereby accorded to enter into related party transactions by the Company with HGS Products B.V., a wholly owned subsidiary of the Company registered in the Netherlands and HGS (India) Sales and Services Private Limited, a company incorporated under Companies Act, 2013 for the maximum amounts per annum, as mentioned herein below: Name of the Related Party

Nature of Transactions as per Section 188 of the Companies Act, 2013

Amount in INR

Name of Interested Directors and Nature of Interest

HGS Products B.V.

Sale of Geophones, Geophone strings and parts & accessories

200,000,000 per Financial Year starting with 1st April 2016

HGS Products B.V. is wholly owned subsidiary of the Company registered in the Netherlands.



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

Purchase of Raw Material & Components for manufacturing of Geophones, Geophone strings and parts & accessories and Services related to same


Major Brijendra Singh and Mr. Anil Dass are common directors in both the companies. Shareholding of Major Brijendra Singh in HGS Products B.V.: Nil Shareholding of Mr. Anil Dass in HGS Products B.V.: Nil

HGS (India) Sales & Services Private Limited

Sale of Parts and Accessories of Geophysical Equipment


Major Brijendra Singh and Mr. Anil Dass are common directors in both the companies. Shareholding of Major Brijendra Singh in HGS (India) Sales and Services Pvt Ltd.: 37.74% Shareholding of Mr. Anil Dass in HGS (India) Sales and Services Pvt Ltd.: 17.47% Shareholding of HGS (India) Limited in HGS (India) Sales and Services Pvt Ltd.: 0.1%

To receive the services of repair of Geophysical Equipment


“RESOLVED FURTHER THAT the Board of Directors of the Company and/or a Committee thereof, be and is hereby, authorized to do or cause to be done all such acts, matters, deeds and things and to settle any queries,



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

difficulties, doubts that may arise with regard to any transaction with the related party and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.”

BY ORDER OF THE BOARD For HGS (INDIA) LIMITED

Sd/-

Place: New Delhi (Paresh Kumar Singh) Date: 15th November 2016 Company Secretary

NOTES:

1. A member entitled to attend and vote at the meeting is also entitled

to appoint a proxy to attend and vote on a poll instead of him and

such proxy need not be a member of the Company. Proxies, in order

to be effective, must be received by the Company at the registered

office not less than 48 hours before commencement of the meeting.

2. Shareholders desiring any information as regards Agenda/Resolution

are requested to write to the Company one week in advance, so as

to enable the management to keep the information ready.

3. Shareholders are requested to forward their e-mail addresses

to the Company at [email protected] if they haven’t done so

in order for them to receive any communication from the Company.

4. Members/Proxies should bring the Attendance Slip Duly filled in

for attending the meeting.

5. Corporate members intending to send their authorised

representatives to attend the Meeting are requested to send to the

Company a certified copy of the Board Resolution authorising their

representative to attend and vote on their behalf at the Meeting.

6. Relevant documents referred to in the accompanying Notice and the



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

Statement are open for inspection by the members at the Registered

Office of the Company on all working days between 11.30 A.M. to

1.30 P.M.

7. None of the Directors except Mr. Anil Dass and Maj (R) Brijendra

Singh are interested in the above resolution.

8. In support of the green initiative of the Government, electronic copy

of the notice of this Extra Ordinary General Meeting of the Company

along with Explanatory Notes pursuant to Section 102 of the

Companies Act, 2013, Attendance Slip and Proxy Form is being sent

to all the members whose email IDs are registered with the

Company/Depository Participants(s) for communication purposes

unless any member has requested for a hard copy of the same. For

members who have not registered their email address, physical

copies shall be sent on request.

9. Members may also note that the Notice of this Extra Ordinary

General Meeting and explanatory notes as per Section 102 of the

Companies Act, 2013 are also available on the Company’s website

i.e. www.hgsindia.com for their download.

Statement pursuant to Section 102 (1) of Companies Act, 2013

Item No.: 1

As per provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company can perform the Business proposed in the above resolution with the approval of Board of Directors by passing a Board Resolution which was passed in the meeting of the Board of Directors on 12th August 2016. The law also permits such action even without any resolution to that effect. However, to uphold the principles of shareholders democracy, the Company sought approval of its shareholders by way of proposing a Special Resolution to be passed in the Annual General Meeting of the Company held on 2nd November 2016 which unfortunately could not be passed due to technical reasons as many of the shareholders who voted in favor of the resolution were interested parties and hence their votes were treated as invalid in terms of Section 188 of the Companies Act, 2013.



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

As the business transactions with HGS Products B.V., the wholly owned subsidiary (WOS) of the Company and HGS (India) Sales and Services Pvt. Ltd. are in business interest of the Company and in turn beneficial to each of the shareholders, the Board of Directors in its meeting held on 11th November 2016, suggested to seek an approval of the shareholders by way of passing the proposed resolution as an ordinary resolution. It is once again being reiterated that in terms of Section 188 of the Companies Act, 2013, the Board of Directors is neither required to seek approval of the shareholders for business transactions with HGS Products B.V. as it is a Wholly Owned Subsidiary of the Company nor with HGS (India) Sales and Services Pvt. Limited as the proposed transaction is within the prescribed monetary limit and the transactions with both the companies are held at arm’s length basis and in the ordinary course of business. However, just for the sake of abundant caution as mentioned hereinabove and to uphold Shareholders Democracy, the consent of the shareholders is being sought by way of passing the above resolution as an ordinary resolution. The members are further informed that no member/s or Director/s except Major (R) Brijendra Singh and Mr. Anil Dass and their relatives and related companies are interested in the aforesaid resolution.

BY ORDER OF THE BOARD For HGS (INDIA) LIMITED Sd/-

Place: New Delhi (Paresh Kumar Singh) Date: 15th November 2016 Company Secretary



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

HGS (INDIA) LIMITED

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 U74899DL1986PLC023341

Name of Company HGS (INDIA) LIMITED

Registered Office A-259, 2nd Portion, 1st & 2nd Floor, Defence Colony,

New Delhi-110024

Name of the Member/s

Registered Address

E-mail Id

Folio No.

I, being the member/s of and holding __________________ No. of Equity Shares of the

above named Company, hereby appoint:

1 Name

Address

E-mail Id

Signature

2 Name

Address

E-mail Id

Signature



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

3 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 the

Extra-Ordinary General Meeting of the Company, to be held on Monday, the 12th day of

December, 2016 at 4.00 p.m. at Portion 2, 1st Floor, A-259, Defence Colony, New

Delhi-110024 and at any adjournment thereof in respect of such resolutions as are

indicated below:

Resolution No. Resolutions/ Subject Matter

1 Approval for entering into Related Party Transactions by the

Company.

Signed this _____________day of __________________ of 2016

A Signature of the Shareholder: ________________________



Signature of the 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.

Affix Revenue Stamp



Phone: +91 (011) 23073189 Fax: +91 (011) 23074195



CIN U74899DL1986PLC023341

HGS (INDIA) LIMITED

Attendance Slip Corporate Identification Number (CIN) – U74899DL1986PLC023341

Registered Office: Portion 2, 1st & 2nd Floor, A-259, Defence Colony, New Delhi-

110024

Tel.: (011) 46066603/04, Fax: (0) 24332771

Visit us at: www.hgsindia.com, Email – [email protected]

Please fill Attendance Slip and hand it over at the entrance of the meeting hall

1 Name(s) of Member(s) including

joint holders, if any (in Block Letter(s)

2 Registered Address of the Sole/ First

named Member

3 Registered Folio No.

4 Number of Shares held

I/We hereby record my/our presence at the Extra-Ordinary General Meeting of the

Members of HGS (India) Limited held on Monday, 12th December, 2016 at 4:00 PM at

Portion 2, 1st Floor, A-259, Defence Colony, New Delhi-110024.

_________________________

Signature of Member / Proxy

11/17/2016 Lajpat Nagar Metro Station to 259, A Block, Block A, Defence Colony Google Maps

https://www.google.co.in/maps/dir/Lajpat+Nagar+Metro+Station,+Lala+Lajpat+Rai+Road,+Lajpat+Nagar,+New+Delhi,+Delhi/259,+A+Block,+Block+A,+... 1/2

Map data ©2016 Google 500 m

1:34 PM - 1:44 PM (10 min)Lajpat Nagar Metro Station to 259, A Block,Block A, Defence Colony

ROUTE MAP TO REACH TO LOCATION OF EXTRA-ORDINARY GENERAL MEETING OF THECOMPANY.

11/17/2016 Lajpat Nagar Metro Station to 259, A Block, Block A, Defence Colony Google Maps

https://www.google.co.in/maps/dir/Lajpat+Nagar+Metro+Station,+Lala+Lajpat+Rai+Road,+Lajpat+Nagar,+New+Delhi,+Delhi/259,+A+Block,+Block+A,+... 2/2

These directions are for planning purposes only. You may ⒘�nd that construction projects,traf⒘�c, weather, or other events may cause conditions to differ from the map results, andyou should plan your route accordingly. You must obey all signs or notices regarding yourroute.

Lala Lajpat Rai Road, Lajpat Nagar, New Delhi, Delhi 110024

New Delhi, Delhi 110024

Tickets and informationDTC - 011 4140 0400

1:34 PM Lajpat Nagar Metro Station

WalkAbout 2 min , 160 m

Use caution - may involve errors or sections not suited for walking

Walk south-west on Lala Lajpat Rai Rd towards Feroze Gandhi Rd Destination will be on the left

1:36 PM

450 Anand Parbat6 min (4 stops)Service run by DTC

1:42 PM

WalkAbout 2 min , 140 m

Use caution - may involve errors or sections not suited for walking

Walk north-east on Bhishma Pitamah Marg towards Varun Marg Pass by Goodrich Global Furnishing India Pvt. Ltd. (on the right in 45 m)

Turn right onto Varun Marg

Turn right at R. P. Grover & Co. onto A Block Destination will be on the right

1:44 PM 259, A Block, Block A, Defence Colony

160 m

MCKR Hospital

Sukhdev Market Kotla

67 m

46 m

31 m

http://www.delhi.gov.in/wps/wcm/connect/doit_dtc/DTC/Home

http://www.delhi.gov.in/wps/wcm/connect/doit_dtc/DTC/Home

portion 2, 1 & 2 floor, a-259, defence colony new delhi ... egm scheduled on 12.12.2016.pdf ·...

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