CIN- U60222DL1986PLC026342

Transcription

1 Darcl Logistics Limited Regd. Office: - M-2, Himland House, Karampura Commercial Complex, New Delhi cs@darcl.com, Website- Phone No , Fax No CIN- U60222DL1986PLC NOTICE TO THE MEMBERS NOTICE is hereby given that the Extra Ordinary General Meeting of Shareholders of M/s. Darcl Logistics Limited will be held on Saturday, the 22 nd day of April, 2017 at 11:30 A.M. at the Corporate Office of the Company situated at Darcl House, Plot No. 55 P, Sector-44, Institutional Area, Gurugram (Gurgaon) (Meeting Venue at 5 th Floor Conference Room) to transact the following special businesses: - Special business: 1. To allow increase in limit of Loan to Chairman and Managing Director and Whole Time Directors of the Company as per Companies Act 2013, from Rs. 12 Crores to Rs. 18 Crores. To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:- RESOLVED THAT pursuant to the provisions of Section 185 of the Companies Act, 2013 and all other applicable provisions under the new and erstwhile Companies Act, the loan is hereby approved in total to the tune of Rs. 18,00,00,000/- (Rupees Eighteen Crores only) by way of increase from current approved limit of Rs. 12,00,00,000/- (Rupees Twelve Crores only) to be given to Shri Krishan Kumar Agarwal, Chairman and Managing Director, Shri Darshan Kumar Aggarwal, Shri Roshan Lal Aggarwal and Shri Narender Kumar Agarwal, Whole-time Directors of the Company for their personal liquidity requirement under the Loan Scheme of the Company as under:- Loan Scheme for CMD/WTD s as recommended by the Board is as under:- 1. Objective of the Scheme To enable the CMD and WTD s to seek Loan assistance from the Company based on their request to meet the urgent requirement/liquidity to them under the provisions of the Companies Act Scope Loan assistance with interest repayable in maximum 5 years with monthly interest payment. 3. Loan Assistance Amount, Interest Rate & Repayment process I. Total Loan corpus for CMD/WTD s under this Scheme will be of Rs. 18 Crore. II. The maximum loan eligibility individually will be to the tune of 3.50 Times of annual Gross Salary, to be released proportionately while distributing loan corpus of Rs. 18 Crore. III. Loan amount will be released based on request in writing. IV. Loan can be allowed in one or more tranches; however it can be availed in maximum 10 tranches during the tenor of loan. Loan can be availed in fresh 10 tranches once fully repaid. Loan already disbursed in upto 10 tranches under existing loan scheme is also approved. V. Loan amount will be released in multiple of Rs. 1 Lac. VI. Loan so availed will be required to be repaid to the Company on monthly installment basis spread over 60 EMIs. VII On the request of borrower the Company can accumulate the loan availed in different tranches/loan accounts into one loan account and release fresh loan thereof post repayment by the borrower. VIII. The Loan will be required to be adjusted in full as and when the CMD/WTD s complete their tenor in the Company unless tenor gets extended or re-appointment takes place as per the provisions of the Companies Act. IX. Post Dated Cheque (PDC) will be required to furnish in advance while availing the loan to the tune of loan request. X. Interest rate will be charged linked to the applicable rate on Cash Credit Limit as charged by the Lead Bank (SBI) to the Company and be levied as simple interest on monthly basis on the outstanding Principal Loan along with the monthly installment of the Principal Loan amount, unless reviewed by the Board of Directors. XI. Monthly interest as well as principal loan amount spread over in 60 EMI will be charged based on actual date of loan so availed till the month end and thereafter on monthly basis and monthly deduction will be made from Salary. XII. In case the loan repayment amount along with interest is more than net monthly salary amount, interest amount will be charged from Salary account and PDC of the Principal portion will be taken or the borrower will undertake to pay month end principal portion on or before due date of EMI. XIII. The interest will be applicable on balance amount after reducing the principal portion of loan amount so repaid on month on month basis.

2 XIV. In case the CMD/WTDs availing the loan facility sells their Shares, the sale proceeds should first be used to adjust the loan of the Company. XV. Interest rate revision by Lead Bank (SBI) to be effective from 1st of the following month of revision in the rate of interest. XVI. The CMD/WTD s will be required to submit their Income Tax return and Balance Sheet to the Company while applying for the loan. XVII. The compliance of Rules under Section 185 of the Companies Act 2013, will be required to be complied for this Loan Scheme. 4. Application procedure The CMD/WTD shall apply for any loan as per the format of application. Copy of application with Acceptance of Loan Terms will be required to be signed by the CMD/WTD while applying for the loan. RESOLVED FURTHER THAT the aforesaid loan to the tune of Rs. 18,00,00,000 (Rupees Eighteen Crores only) be and is hereby approved with repayment in maximum tenor of 5 years with interest rate linked to applicable rate on Cash Credit Limit to the Company as charged by the Lead Bank (currently SBI) from time to time which is 10.55% p.a. (MCLR of 8.90% p.a plus 1.65% basis points) to be given to Shri Krishan Kumar Agarwal, Chairman and Managing Director, Shri Darshan Kumar Aggarwal, Shri Roshan Lal Aggarwal and Shri Narender Kumar Agarwal, Whole-time Directors of the Company for their personal liquidity requirement under the aforesaid Loan Scheme of the Company. RESOLVED FURTHER THAT Sh. Apoorva Kumar, Company Secretary, be and is hereby authorized to do all acts, deeds and things and take all necessary steps to make the scheme effective and file the necessary documents, if any, required to be filed with the Registrar of Companies. 2. To approve the Transaction upto Rs. 5 Crores with Sh. Darshan Kumar Agarwal, a related party against Lorry-hire charges. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:- RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of Companies Act, 2013 and relevant rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), consent of Members is hereby accorded to the Board of Directors to enter into an transaction with related party Sh. Darshan Kumar Agarwal, whole time Director of the Company against lorry hire charges to the tune of Rs. 5,00,00,000/- (Rupees Five Crores only) for F.Y RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all necessary steps to give effect to this resolution. RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to take necessary corporate action and compliances. Regd. Office: - M-2, Himland House By order of the Board of Directors of Karampura Commercial Complex Darcl Logistics Limited New Delhi Sd/- Date: (Apoorva Kumar) Place: Gurugram (Gurgaon) Company Secretary FCS NOTES: - 1 to 13 as under:- 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself. In the case of a Corporate Member, it is requested to send a certified copy of the Board Resolution authorizing the representative to attend and vote on its behalf at the meeting. Proxy form duly filled in, stamped and signed must reach the registered office of the Company situated at M-2, Himland House, Karampura Commercial Complex, New Delhi at least 48 hours before the meeting.

3 2. The explanatory statement pursuant to section 102(1) of the Companies Act, 2013 is annexed hereto. 3. Company has appointed M/s. Link Intime India Private Limited as its Registrar & Share Transfer Agent (RTA). Contact details of the RTA is as under:- Link Intime India Private Limited 44, 2 nd Floor, Naraina Community Centre Phase I Near PVR Cinema, Naraina, New Delhi delhi@linkintime.co.in Contact Person : Mr. V. M. Joshi Members are requested to correspond directly with RTA for any kind of share related matter like transfer /transmission of shares, issue of duplicate share certificate, consolidation, etc. 4. Company has availed facility for de-materialization of its equity shares from both NSDL and CDSL. Members holding physical share certificates are requested to de-materialize their equity shares. 5. Members holding shares in demat mode are requested to notify their change of particulars, if any, to their respective depository participants. 6. Members may avail the nomination facility in respect of shares held by them in the Company. 7. Members are requested to send and get their registered with the Company for the purpose of future communication through as initiated by Ministry of Corporate Affairs vide Circular No. 18/2011 dated April 29, Shareholders are requested to bring their copy of the Notice and Attendance Slip duly filled in at the Meeting. 9. Members are requested to send their queries, if any, to the Company Secretary (cs@darcl.com) at least 2 days before the EGM. 10. Notice is available on the website of the Company Route Map of Venue is attached. 12. Copies of all relevant documents and papers referred to in the accompanying Notice and Explanatory Statement are kept open for inspection by members between A.M. to 5.00 P.M., on all working days except Sundays and Public Holidays up to the date of Extra ordinary General Meeting, at the Registered Office of the Company. 13. The Company has applied to the Regional Director for change in Registered Office from the State of Delhi to the State of Haryana and approval is awaited. Once the approval is received, Registered office of the Company will stand transferred from existing location of M-2, Himland House, Karampura Commercial Complex, New Delhi to DARCL House, plot No. 55P, Sector 44, Institutional Area, Gurugram (Haryana) XX.

4 DARCL LOGISTICS LIMITED Regd. Office: - M-2, Himland House, Karampura Commercial Complex, New Delhi cs@darcl.com ; Website: Phone: , Fax No CIN: U60222DL1986PLC ANNEXURE TO THE NOTICE OF EXTRA ORDINARY GENERAL MEETING SCHEDULED ON STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ( the Act ) Item No.1 As per Section185 of the Companies Act, 2013 pertaining to loan and guarantee to Directors, no Company shall directly or indirectly advance any loan, including any loan represented by a book debt, to any of its Directors or to any other person in whom the Director is interested, or give any guarantee or provide any security in connection with loan taken by Director or such other person. However, the following exemptions/relaxations have been given in the new Act:- 1. Giving of any loan to the Managing or Whole-time Director (i) as a part of the conditions of service extended by the Company to all its employees; or (ii) pursuant to any scheme approved by members vide special resolution. 2. A Company which provides loans in the ordinary course of its business and interest in respect of such loans is charged at a rate not less than Bank rate declared by RBI. Existing Board and Shareholders approval with Loan corpus of Rs. 12 Crore The Board initially approved the Loan Scheme with Loan corpus of Rs. 8 Crore for CMD and WTD s in its meeting held on subject to the approval of the Shareholders as per the provisions of Section 185 of the Companies Act, 2013, which was further increase to Rs. 12 Crore in meeting held on The loan scheme was last amended in Board Meeting held on for loan limit to the tune of Rs. 12 Crore. Approval of scheme by the Shareholders was obtained in their meeting held on and further on and It is now proposed to increase the limit of loan from Rs. 12 crores to Rs. 18 crores. The proposed loan scheme as approved by the Board in its meeting held on and recommended for the Shareholders approval, is as under:- Loan Scheme for CMD/WTD s as recommended by the Board is as under:- 1. Objective of the Scheme To enable the CMD and WTD s to seek Loan assistance from the Company based on their request to meet the urgent requirement/liquidity to them under the provisions of the Companies Act Scope Loan assistance with interest repayable in maximum 5 years with monthly interest payment. 3. Loan Assistance Amount, Interest Rate & Repayment process I. Total Loan corpus for CMD/WTD s under this Scheme will be of Rs. 18 Crore. II. The maximum loan eligibility individually will be to the tune of 3.50 Times of annual Gross Salary, to be released proportionately while distributing loan corpus of Rs. 18 Crore. III. Loan amount will be released based on request in writing. IV. Loan can be allowed in one or more tranches; however it can be availed in maximum 10 tranches during the tenor of loan. Loan can be availed in fresh 10 tranches once fully repaid. Loan already disbursed in upto 10 tranches under existing loan scheme is also approved. V. Loan amount will be released in multiple of Rs. 1 Lac. VI. Loan so availed will be required to be repaid to the Company on monthly installment basis spread over 60 EMIs. VII On the request of borrower the Company can accumulate the loan availed in different tranches/loan accounts into one loan account and release fresh loan thereof post repayment by the borrower. VIII. The Loan will be required to be adjusted in full as and when the CMD/WTD s complete their tenor in the Company unless tenor gets extended or re-appointment takes place as per the provisions of the Companies Act. IX. Post Dated Cheque (PDC) will be required to furnish in advance while availing the loan to the tune of loan request. X. Interest rate will be charged linked to the applicable rate on Cash Credit Limit as charged by the Lead Bank (SBI) to the Company and be levied as simple interest on monthly basis on the outstanding Principal Loan along with the monthly installment of the Principal Loan amount, unless reviewed by the Board of Directors. XI. Monthly interest as well as principal loan amount spread over in 60 EMI will be charged based on actual date of loan so availed till the month end and thereafter on monthly basis and monthly deduction will be made from Salary.

5 XII. In case the loan repayment amount along with interest is more than net monthly salary amount, interest amount will be charged from Salary account and PDC of the Principal portion will be taken or the borrower will undertake to pay month end principal portion on or before due date of EMI. XIII. The interest will be applicable on balance amount after reducing the principal portion of loan amount so repaid on month on month basis. XIV. In case the CMD/WTDs availing the loan facility sells their Shares, the sale proceeds should first be used to adjust the loan of the Company. XV. Interest rate revision by Lead Bank (SBI) to be effective from 1st of the following month of revision in the rate of interest. XVI. The CMD/WTD s will be required to submit their Income Tax return and Balance Sheet to the Company while applying for the loan. XVII. The compliance of Rules under Section 185 of the Companies Act 2013, will be required to be complied for this Loan Scheme. 4. Application procedure The CMD/WTD shall apply for any loan as per the format of application. Copy of application with Acceptance of Loan Terms will be required to be signed by the CMD/WTD while applying for the loan. The Board of Directors in their meeting held on recommended the resolution for increase in loan limit to CMD & WTD s from Rs. 12 crores to Rs. 18 crores. Thus, the resolution at S.No. 1 is placed for your approval. Shri K.K.Agarwal, CMD and the WTD s namely S/Shri D.K.Aggarwal, R.L.Aggarwal and N.K.Agarwal are directly interested in this resolution on the above Loan Scheme as Borrower to avail the loan facility from the Company and no other Directors/key managerial personnel are in any way interested in this resolution. Relatives of the CMD and the WTD s working in the Company will also be treated interested by virtue of their relations with the CMD and the WTD s. Item No.2 The Company has been awarded work order by M/s. Western Coalfields Limited at Nagpur and Company has been executing the work order for last 1 year effective from March, As per the work order Darcl is required to deploy Loader and Tipper for local movement ranging 1-3 Kms. Company is executing this work order with mix of owned and hired vehicles. There is gross margin of nearly 5% and net margin after Admin and HR expenses of around 2% in the Company. Current lifting is on an average of 3000 MT coal per day, which is expected to increase to 7500 MT coal per day. Vehicles deployed by the Company are of 8 years old and requires maintenance on regular basis. Sh. D.K. Agarwal, Whole Time Director has proposed and sought approval to purchase vehicles to be deployed in this contract in his name and run for the Company as Related party in the line as Company hires from market in normal course. There is expected gross margin of 5% on this work for the Company. In case Company wish to execute by own, it will have to make capital expenditure by deploying desired number of vehicles. There are estimated Lorry Hire Charges of Rs. 5 crores in the transaction for F.Y and the Company will get the gross margin of 5% on the business. In normal course of business, gross margin is not fixed and it depends on viability at select routes. Thus looking into the proposal of Sh.D.K.Agarwal, WTD for giving fixed gross margin of 5%, the Board has acceded to his request. The Board of Directors in their meeting held on allowed him to deploy the vehicles in his own name in this contract and recommended the resolution for transaction with Sh. D.K. Agarwal, Whole Time Director as lorry hire charges upto Rs. 5 crores during F.Y Thus the Resolution at Srl.No. 2 is placed for your approval. Shri D.K.Agarwal, Whole Time Director is directly interested in this resolution along with his brothers namely Sh. K.K.Agarwal, CMD, Shri R.L.Agarwal, WTD and Sh. N.K.Agarwal, WTD and no other Directors/key managerial personnel are in any way interested in this resolution. Relatives of the Shri D.K. Agarwal working in the Company will also be treated interested in this transaction. Regd. Office: - M-2, Himland House By order of the Board of Directors of Karampura Commercial Complex Darcl Logistics Limited New Delhi Sd/- Date: (Apoorva Kumar) Place: Gurugram (Gurgaon) Company Secretary FCS 4905

6 DARCL LOGISTICS LIMITED Regd. Office: - M-2, Himland House, Karampura Commercial Complex, New Delhi cs@darcl.com ; Website: Phone: , Fax No CIN: U60222DL1986PLC 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: Id: Folio/ DP Id I/We being the member(s) of. shares of the above named Company hereby appoint: (1) Name Address:. Id..Signature.or falling him; (2) Name Address:. Id..Signature.or falling him; (3) Name Address: Id..Signature.or falling him; as my/our proxy to attend and vote (on a poll) for me /us behalf at the Extra Ordinary General Meeting of the Company to be held on Saturday, 22 nd April, 2017 at 11:30 AM at Darcl House, Plot No. 55-P, Sector- 44, Institutional Area, Gurugram and at any adjournment thereof in respect of such resolutions as are indicated below: Resolutions No. RESOLUTIONS Optional* Special Business For Against 1 Resolution for increase in limit of Loan to Chairman and Managing Director and Whole Time Directors of the Company as per Companies Act 2013, from Rs. 12 Crores to Rs. 18 Crores. 2 Resolution to approve the Transaction upto Rs. 5 Crores with Sh. Darshan Kumar Agarwal, a related party against Lorry-hire charges. Signed this day of Signature of shareholder.. Affix Revenue Stamp not less than Rs. 1 Signature or Proxy holder(s) Note: 1. 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. 2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the EGM. 3. It is optional to put a X in the appropriate column against the Resolutions indicated in the Box. If you leave the For or Against column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. 4. Please complete all details including details of member(s) in above box before submission.

7 DARCL LOGISTICS LIMITED Regd. Office: - M-2, Himland House, Karampura Commercial Complex, New Delhi cs@darcl.com ; Website: Phone: , Fax No CIN: U60222DL1986PLC ATTENDANCE SLIP Folio No: I hereby record my presence at the Extra-ordinary General Meeting of the Company held at 11:30 AM on Saturday, the 22 nd day of April 2017 at its Corporate office at Darcl House, Plot No. 55-P, Sector-44, Institutional Area, Gurugram, Member s/proxy s name in block letters Member s/proxy s signature NOTE : Please fill in this attendance slip and hand it over at the ENTRANCE

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