Notice of AGM

Notice of Annual General Meeting

Notice is hereby given that the Fourteenth Annual General Meeting of the Members of the Company will be held on Monday, the 15th March, 2021 at 11.30 A.M at the Registered Office of the Company at Cargo Terminal 1, Kempegowda International Airport, Devanahalli, Bangalore-560300 (Landmark: Near Kempegowda International Airport)to transact the following business, with a short notice:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss for the year ended on that date, together with the Reports of the Board of Directors and Auditors thereon.

2.To declare dividend for the financial year 2019-20 on Equity Shares.

3. To receive, consider and adopt the Cost Audit report of the Company’s services which are covered under Cost Audit i.e., Cargo Facilities.

SPECIAL BUSINESS:

1. To consider and if thought fit to pass with or without modifications, the following resolutions as an Ordinary Resolution.

"RESOLVED THAT Mr. Mervyn Walker (DIN:02275912), who was appointed as an Additional Director of the Company by the Board of Directors on 4th February 2021 and holds directorship under Section 161 (1) of the Companies Act, 2013, upto the date of the Annual General Meeting, be and is hereby appointed as a Director of the Company.”

2. To consider and if thought fit to pass with or without modifications, the following resolutions as an Ordinary Resolution.

“RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs.1,25,000/- plus GST as applicable and reimbursement of actual travel, stay and out-of-pocket expenses, for the Financial Year commencing on 1st April, 2020 and ending on 31st March, 2021, as approved by the Board of Directors of the Company at their meeting held on 10th March, 2021, to be paid to M/s. KRJ & Associates, Cost Accountants (Registration No. 000316), for the conduct of the Cost Audit of the Company’s services covered under Cost Audit i.e., Cargo Facilities, be and is hereby ratified and confirmed.”

By order of the Board of Directors
For Menzies Aviation Bobba (Bangalore) Pvt. Ltd.,

Sd/-

V.S. Bobba  
Managing Director

Place: Bangalore
Date: 10th March, 2021

DIN: 01365708

NOTES (forming part of the Notice):

A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY INORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

By order of the Board of Directors
For Menzies Aviation Bobba (Bangalore) Pvt. Ltd.,

Sd/-

V.S. Bobba  
Managing Director

Place: Bangalore
Date: 10th March, 2021

DIN: 01365708

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

Item No.1 under Special Business.

Mr. Mervyn Walkerwas appointed as Additional Director by the Board of Directors with effect from 4th February 2021 and shall hold the office till this Annual General Meeting. The Company has received a notice under Section 160 (1) of the Companies Act, 2013, from the shareholders of the Company signifying the candidature of Mr. Mervyn Walkeras Director of the Company.

Regularization of Mr. Mervyn Walker (DIN:02275912) as Director of the Company:

Mr. Mervyn Walkerwas initially appointed as an Additional Director of the Company with effect from 4th February 2021 to hold office as Additional Director up to the ensuing Annual General Meeting, pursuant to Section 161 (1) of the Companies Act, 2013 and Article No.24.2 (i) of the Articles of Association of the Company.
Pursuant to the provisions of Section 152(2) and other applicable provisions of Companies Act, 2013 the Directors recommend his appointment as a member of the Board in the interest of the Company. It is to be noted that Mr. Mervyn Walkerhas given his consent letter in the form of DIR-2 to be Director on the Board of the Company and also has furnished declaration in the form of DIR-8 stating that he is not disqualified from being appointed as Director.
Therefore, your Directors recommend the resolution, as set-out in the notice, for members’ consideration and approval in the interest of the Company.

Following are the general details of Mr. Mervyn Walker;

1. Age, qualifications and Experience: Mr. Mervyn Walkerhas attained the age of 60 years, and he is a Graduate.
2. Terms and conditions of appointment: The appointment of Mr. Mervyn Walkeris with effect from 15th March 2021as Director. He will be a member of Board of Directors of the Company entrusted with powers of management having control on general conduct and management of the business affairs of the Company.
3. Details of remuneration sought to be paid (along with last drawn salary): Nil
4. Shareholding in the Company:NIL
5. Relationship with other Directors: Mr. Mervyn Walkernot a Relative to any other Director of the Company.
6. Other Directorships in Indian Companies: Mr. Mervyn Walker does not hold any Directorships in Indian Companies.

Your Directors recommend the proposed resolutions for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives except Mr. Mervyn Walkeris interested in the resolutions.

Item No.2 under Special Business.

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual/ firm of cost accountant(s) in practice on the recommendations of the Audit Committee, if any, which shall also recommend remuneration for such Cost Auditor. The remuneration recommended by Audit Committee, if any, shall be considered and approved by the Board of Directors and ratified by the shareholders.

The Board of Directors, at its meeting held on 10th March, 2021, has considered and approved appointment of M/s KRJ & Associates, Cost Accountants (Registration No. 000316), for the conduct of the Cost Audit of the Company’s services covered under Cost Audit i.e. Cargo Facilities, at a remuneration of Rs.1,25,000/- plus GST as applicable and reimbursement of actual travel, stay and out-of-pocket expenses, for the Financial Year ending on March 31, 2021.

The resolution of Item No.2 of the Notice is set out as an Ordinary Resolution for approval and ratification by the members in terms of Section 148 of the Companies Act, 2013.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested in the resolution set out at Item No.2.

Inspection of Documents:

The documents pertaining to the special business will be available for inspection by any member at the Registered Office of the Company between 11.00 AM to 4.00 P.M. on all working days till the date of the Fourteenth Annual General Meeting.

By order of the Board of Directors
For Menzies Aviation Bobba (Bangalore) Pvt. Ltd.,

Sd/-

V.S. Bobba  
Managing Director

Place: Bangalore
Date: 10th March, 2021

DIN: 01365708

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