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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Eleventh Annual General Meeting of the Members of the Company will be held on Saturday, the 30th September, 2017 at 11.30 A.M at the Registered Office of the Company at Cargo Terminal 1, Kempegowda International Airport, Devanahalli, Bangalore - 560 300 (Landmark: Near Kempegowda International Airport)to transact the following business.
 
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017, 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 appoint M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN - 101049W), Bangalore as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of this Annual General Meeting till the conclusion of the sixteenth Annual General Meeting subject to ratification by the members at every Annual General Meeting and to fix their remuneration.

3. To declare a dividend for the financial year 2016-‘17 on Equity Shares.
 
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. Charles Brodie Joseph Wyley (DIN: 0007943347), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 19th September, 2017 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.1,00,000/- plus GST as applicable and reimbursement of actual travel, stay and out-of-pocket expenses, for the Financial Year commencing on 1st April, 2016 and ending on 31st March, 2017, as approved by the Board of Directors of the Company at their meeting held on 30th December 2016, 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.,

Place: Bangalore                                                                                                       Director
Date: 25th September, 2017                                                                                    DIN: 01380657

 

 
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.,

Place: Bangalore                                                                                                       Director
Date: 25th September, 2017                                                                                    DIN: 01380657

 

 
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.
 
Item No.1 under Special Business.

Mr. Charles Brodie Joseph Wyley (DIN: 0007943347)was appointed as Additional Director by the Board of Directors with effect from 19th September, 2017 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. Charles Brodie Joseph Wyley as Director of the Company.

Regularization of Mr. Charles Brodie Joseph Wyley (DIN: 0007943347) as Director of the Company:

Mr. Charles Brodie Joseph Wyleywas initially appointed as an Additional Director of the Company with effect from 19th September, 2017 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. Charles Brodie Joseph Wyleyhas 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. Charles Brodie Joseph Wyley;

1. Age, qualifications and Experience: Mr. Charles Brodie Joseph Wyley aged 43 years, Graduate and also a Director in M/s. Menzies Bobba Ground Handling Services Pvt. Ltd., and M/s. Hyderabad Menzies Air Cargo Pvt. Ltd. 2. Terms and conditions of appointment: The appointment of Mr. Charles Brodie Joseph Wyleyis with effect from 19th September, 2017 as Additional 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. Charles Brodie Joseph Wyleyis not a Relative to any other Director of the Company. 6. Other Directorships in Indian Companies: Mr. Charles Brodie Joseph Wyleyis a Director in
i). Menzies Bobba Ground Handling Services Pvt. Ltd.,and ii).
Hyderabad Menzies Air Cargo Pvt. Ltd.

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

None of the Directors, Key Managerial Personnel and their relatives except Mr. Charles Brodie Joseph Wyley are 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 30th December, 2016, 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.1,00,000/- plus GST as applicable and reimbursement of actual travel, stay and out-of-pocket expenses for the Financial Year ending on March 31, 2017.

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 Eleventh Annual General Meeting.

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

Place: Bangalore                                                                                                       Director
Date: 25th September, 2017                                                                                    DIN: 01380657

 

     
 
 
 
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