Annual Report-FY 2012-13 - Timex Group India

NOTICENotice is hereby given that the Twenty-fifth Annual General Meeting of the Members of TIMEX GROUP INDIA LIMITEDwill be held on Wednesday, 7 August 2013 at 10.00 A.M. at the Air Force Auditorium, Subroto Park, New Delhi - 110010,to transact the following business:ORDINARY BUSINESS1. To receive, consider and adopt the Balance Sheet as at 31 March 2013, the Profit and Loss Account for the year endedon that date and the Report of the Auditors’ and Directors’ thereon.2. To appoint a Director in place of Mr. Daya Dhaon who retires by rotation and being eligible, offers himself forre-appointment.3. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the nextAnnual General Meeting and to fix their remuneration and to pass the following resolution thereof.“RESOLVED THAT M/s. BSR & Co., Chartered Accountants (Firm Registration No. 101248W), be and are herebyre-appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting to theconclusion of the next Annual General Meeting of the Company at remuneration to be fixed by the Board of Directorsin consultation with the Auditors in addition to reimbursement of all out of pocket expenses.”SPECIAL BUSINESS4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT Mr. Gary Piscatelli, who was appointed as an Additional Director of the Company pursuant toSection 260 and other relevant provisions of the Companies Act, 1956 and Article 103(a) of the Articles of Associationof the Company with effect from 9 April 2013, holds office up to the date of this Annual General Meeting and in respectof whom, the Company has received a notice in writing pursuant to Section 257 of the Companies Act,1956 , proposinghis candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire byrotation.Provided that he shall not be liable to retire by rotation until the time he occupies the position of the Chairman of theCompany pursuant to Article 106 of the Articles of Association of the Company.”5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT Mr. M. K. Bandyopadhyay who was appointed as an Additional Director of the Company pursuantto Section 260 and other applicable provisions of the Companies Act 1956 and Article 103 of the Article of Associationof the Companies with effect from 1 February,2013 holds office up to the date of this Annual General Meeting and inrespect of whom, the Company has received a notice in writing pursuant to section 257 of the Companies Act,1956proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, not liableto retire by rotation”6. To consider and, if thought fit, to pass with or without modification the following resolution as a SPECIALRESOLUTION:“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, ofthe Companies Act, 1956 (the Act), as amended or re-enacted from time to time, read with Schedule XIII to the Act, theapproval be and is hereby accorded to the appointment of Mr. M.K. Bandyopadhyay as the Acting Managing Director ofthe Company for a period of one year from 1 February, 2013 to 31 January, 2014, upon the terms and conditions set outin the Explanatory Statement annexed to the Notice and as set out in the agreement executed between the Company and2