Timex Annual Report

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Director(s) As on 27 May, 2010

Frank Sherer Kapil Kapoor V.D. Wadhwa Daya Dhaon Raghu Pillai Gagan Singh (Ms.) Pradeep Mukerjee

Non-Executive Director & Chairman Non-Executive Director & Vice –Chairman Managing Director Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director Non-Executive & Independent Director

Bankers

The Hongkong & Shanghai Banking Corporation Limited HDFC Bank Limited

Auditors

BSR & Co., Chartered Accountants

Registered Office

117 G.F. World Trade Centre, Babar Road, New Delhi – 110001.

Works

Plot No.10 Baddi Industrial Area Katha Bhatoli Baddi, Distt. Solan (H.P)

Share Registrar & Transfer Agent

Alankit Assignment Limited 2E/21 Alankit House, Jhandewalan Extension New Delhi-110 055 Tel. : 011-42541234 Fax: 011-42541967 Email.: rta@alankit.com Website : www.alankit.com

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NOTICE Notice is hereby given that the Twenty-second Annual General Meeting of the Members of TIMEX GROUP INDIA LIMITED will be held on Thursday, 22nd July, 2010 at 10.00 A.M. at the Air Force Auditorium, Subroto Park, New Delhi 110010 to transact the following business: ORDINARY BUSINESS 1. 2. 3. 4. To receive consider and adopt the Balance Sheet as at 31 March, 2010, Profit and Loss Account for the year ended on that date and the report of the Auditors and Directors thereon. To declare and pay of Dividend on Preference Shares. To appoint a Director in place of Mr. Daya Dhaon who retires by rotation and being eligible, offers himself for reappointment. To appoint Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

M/s BSR & Co., the retiring Auditors, being eligible, offer themselves for reappointment on a remuneration to be fixed by the Board of Directors of the Company in addition to reimbursement of all out of pocket expenses. SPECIAL BUSINESS 5 To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT Mr. Frank A Sherer, who was appointed as an Additional Director of the Company pursuant to Section 260 and other relevant provisions of the Companies Act 1956 and Article 103(a) of the Articles of Association of the Company with effect from 29 October,2009, holds office up to the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing pursuant to Section 257 of the Companies Act,1956 , proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT pursuant to Article 106 of the Articles of Association of the Company, Mr. Frank A Sherer is also appointed as Chairman of the Company, not liable to retire by rotation, in place of Mr. Hans-Kristian Hoejsgaard with effect from 29th October 2009. 6 To consider and if though fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT Mr. Pradeep Mukerjee who was appointed as an Additional director of the Company pursuant to Section 260 and other relevant provisions of the Companies Act 1956 or any statutory modification(s) or reenactment thereof and Article 103(a) of the Articles of Association of the Company with effect from 30 July,2009, holds office up to the date of this Annual General Meeting and in respect of whom, the Company has received a notice in writing pursuant to Section 257 of the Companies Act,1956 , proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.” 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION. “RESOLVED THAT Mr. V D Wadhwa, who was appointed as an Additional Director of the Company pursuant to Section 260 and other applicable provisions of the Companies Act...
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