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enchante
ANNUAL REPORT
1999-2000
Enchante Jewellery Limited
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Board of Directors
Mr. A. R. Kohli
Executive Chairman
Mr. C. L. Mehra
Vice Chairman
Mr. Vinay Mehra
Managing Director
Mr. Chand Mehra
Wholetime Director
Mr. James A. Morse
Mr. M. L. Khanna
Mr. K. K. Malhotra
Mr. Uttam Kejriwal
Mr. Paramjit Singh
Registered Office & Works
Plot No. 3 & 4,
Udyog Vihar, Phase-IV
Gurgaon, Haryana
Auditors
Statutory :
M/sT. R. Chadha&Co.
Chartered Accountants
New Delhi
Internal:
Mis Agarwal & Singh
Chartered Accountants
New Delhi
Bankers
State Bank of India
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Enchante Jewellery Limited
NOTICE
NOTICE is hereby given that the Fourteenth Annual General Meeting of the members of Enchante Jewellery Limited
will be held on Thursday, the 7th September, 2000 at DL.F Community Centre, F-Block, DLF City, Phase-l,
Gurgaon - 122 002 at 9.30 A.M. to transact the following business :
ORDINARY BUSINESS
1.
To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2000 and Profit & Loss Account
for the year ended on that date alongwith the Reports of Directors and Auditors thereon.
2.
To appoint a Director in place of Mr. M. L. Khanna, who retires by rotation and being eligible offers himself
for reappointment.
3.
To appoint a Director in place of Mr. K. K. Malhotra, who retires by rotation and being eligible offers himself
for reappointment.
4.
To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual
General Meeting and to authorise the Board to fix their remuneration.
SPECIAL BUSINESS
5.
To consider and if thought fit, to pass with or without modifications the following resolution as an ORDINARY
RESOLUTION :
"RESOLVED THAT subject to the provisions of Sections 198, 269 and 309 read with schedule XIII and other
applicable provisions of the Companies Act, 1956 and subject to such other necessary approvals as may be
applicable, approval be and is hereby granted for the appointment of Mr. A. R. Kohli as Wholetime Director
designated as Executive Chairman of the Company for a period of one year w.e.f. 1st July, 2000."
"RESOLVED FURTHER that Mr. A.R. Kohli will not be drawing any remuneration from the Company."
6.
To consider and if thought fit, to pass with or without modifications the following resolution as SPECIAL
RESOLUTION :
"RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies Act, 1956, the
Articles of Association of the Company be and are hereby altered to the extent and in the manner set out
hereunder :
(A)
The following new definitions be inserted after the definition of 'Articles' in Article 1 :
'Beneficial Owner' shall have the meaning assigned hereto in Section 2 of the Depositories Act, 1996.
'Depositories Act' shall mean the Depositories Aclt, 1996 and any statutory modification or re-enactment
thereof for the time being in force.
'Depository' shaft mean Depository as defined in the Depositories Act, 1996.
'Member1 means a duly registered holder from time to time of the shares of the Company and also one
whose name is entered as beneficial owner in the records of a Depository in the case of shares held
in Depository.
(B)
The existing Article 9 be substituted by the following :
The shares in the capital shall be numbered progressively according to their several denomination,
provided however, that the provisions relating to progressive numbering shall not apply to the shares
of the Company which are dematerialised or may be dematerialised in future or issued in future in
dematerialised form and except in the manner hereinbefore mentioned, no share shall be sub-divided.
Every forfeited or surrendered share held in material form shall continue to bear the number by which
the same was originally distinguished.
•CD-
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Enchante Jewellery Limited
(C)
The following Article with the marginal note be inserted after Article 17 and be numbered as Article 17A:
Register
and Index
of Member
(D)
17A
The Company shall cause to be kept a Register and Index of Members in
accordance with the applicable provisions of the Companies Act, 1956 and
the Depositories Act, 1996 with details of shares in material and dematerialised
forms in any media as may be permitted by law including in any form of
electronic media.
Before the heading 'INCREASE AND REDUCTION OF CAPITAL1 and existing Article 18, the following
four Articles numbered 17B to 17E be inserted under the heading 'DEMATERIALISATION AND
DEPOSITORY' :
DEMATERIALISATION AND DEPOSITORY
Authority to
dematerialise
securities
17B (1)
Notwithstanding anything to the contrary contained in these Articles, the
Board may at any time decide to permit holding of and dealings in any or all
the shares or debentures or other securities of the company (hereinafter
referred to as 'securities') in dematerialised form under the provisions of
the Depositories Act and may offer the securities of the Company for
subscription/allotment in dematerialised form in the manner provided by
the said Act.
(2)
When any securities of the Company are held or dealt in dematerialised
form :
Option to hold
securities in
certificates or with
Depository
(a) Every person holding any securities of the Company through allotment
or otherwise shall have the option to receive and hold the same in the
form of certificates or to hold the same with the depository.
Securities with
Depository to be
dematerialised
(b) All securities held with a depository shall be dematerialised and the
depository shall hold the same for the beneficial owners thereof in a
fungible form.
Beneficial owner
is member
(c) Every person holding securities of the Company and whose name is
entered as a beneficial owner in the records of the depository shall be
deemed to be a member of the Company. The beneficial owner of the
securities shall be entitled to all the rights and benefits and be subject to
all the liabilities in respect of the securities held by him in a depository.
Beneficial owner
may opt out of
a Depository
(d) Every person holding securities of the Company with a depository, being
the beneficial owner thereof, may at any time opt out of the depository in
the manner provided under the provisions of the Depositories Act and
on exercise of such option and onfulfilment of the conditions and payment
of the fees prescribed under the said Act, the Company shall rematerialise
the relevant securities and issue to the beneficial owner thereof the
requisite certificates of such securities.
Intimation to
Depository
17C (1)
The Company shall make available to the depository copies of the relevant
records in respect of securities held by such depository for the beneficial
owners thereof.
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(2)
(E)
Register and
ln
dex °f
bene icia
17D
Transfer of
Securities held
in a Depository
17E
When a holder or an allottee of securities opts to hold the same with a
depository, the Company shall intimate such depository the details of his
holdings or allotment of securities and thereupon the depository shall enter
in its record the names of the holders/allottees as the beneficial owners of
such securities.
The Register and Index of Beneficial Owners of securities maintained by a
depository under Section 11 of the Depositories Act. 1996 shall be deemed
to ^gnd forming part of tne Register and Index of Members or of Holders of
Debentures or other securities of the Company.
(1)
Transfers of securities held in a depository will be governed by the provisions
Depositories Act, 1996.
Of tne
(2)
Every depository shall furnish to the Company information about the
transfer of securities, the name of beneficial owners at such intervals and
in such manner as may be specified under the provisions of the
Depositories Act, 1996.
(3)
Section 108 of the Act shall not apply to transfer of securities effected by the
transferor and the transferee both of whom are entered as beneficial owners
in the records of a depository.
The following new Articles be inserted as Articles 72A and 728 after Article 72 :
Nomination
72A (1)
Every shareholder or debenture holder of the Company, may at any time,
nominate a person to whom his shares or debentures shall vest in the event
of his death in such manner as may be prescribed under the Act.
(2)
WherethesharesordebenturesoftheCompanyareheldby morethan one
person jointly, joint holders may together nominate a person to whom all the
rights in the shares or debentures, as the case may be shall vest in the event
of death of all the joint holders in such manner as may be prescribed under
the Act.
(3)
Notwithstanding anything contained in any other law for the time being in
force or in any disposition, whether testamentary or otherwise or in these
Articles, in respect of such shares in or debentures of the Company, where a
nomination made in the prescribed manner purports to confer on any person
the right to vest the shares in or debentures of the Company, the nominee
shall, on the death of the holder or as the case may be, on the death of the
joint holders of shares or debentures become entitled to all the rights of the
deceased holder or, as the case may be,of all the deceased jointholders in
such shares or debentures to the exclusion of all other persons, unless the
nomination is varied or cancelled in the manner prescribed under the
provisions of the Act.
(4)
Where the nominee is a minor, it shall be lawful forthe holders of the shares
or debentures, to make the nomination to appoint any person to become
entitled to shares in, or debentures of the Company in the manner prescribed
under the Act, in the event of his death, during the minority.
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Enchante Jewellery Limited
Transmission
of securities
72B
(1)
A nominee, upon production of such evidence as may be required by the
Board and subject as hereinafter provided, elect, either:
(a) to register himself as holder of the shares or debentures, as the case
may be; or
(2)
(b) to make such transfer of the shares or debentures, as the deceased
shareholder or debenture holder, as the case may be, could have
made.
If the nominee elects to be registered as holder of the share or debenture,
himself, as the case may be, he shall deliver or send to the Company, a
notice in writing signed by him stating that he so elects and such notice
shall be accompanied with the death certificate of the deceased
shareholder or debenture holder, as the case may be.
(3)
A nominee shall be entitled to the same dividends and other advantages
to which he would be entitled if he were the registered holder of the shares
or debentures except that he shall not, before being registered as a
member, be entitled to exercise any right conferred by membership in
relation to meetings of the Company.
(4)
The Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the share or debenture, and
if the notice is not complied with within ninety days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys
payable in respect of the shares or debentures, until the requirement of
the notice have been complied with.
Place : Gurgaon
Date : 1st July,2000
Registered Office:
Plot No. 3&4,UdyogVihar,
Phase-IV, Gurgaon, Haryana
By order of the Board
C.L.Mehra
Vice Chairman
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE
COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED &
SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY ATLEAST FORTY
EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2.
The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 is appended hereto.
3.
The Register of Members and Share Transfer Books of the Company will remain closed from 1st
September, 2000 to 7th September, 2000 (both days inclusive).
4.
Members are requested to notify any change in their address to the Company quoting their Folio Numbers.
5.
Members are requested to bring their copy of Annual Report with them at the meeting.
6.
Members/Proxies should bring the attendance slip duly filled in for attending the meeting.
7.
Members having any queries on accounts may write to the Company atleast ten days prior to the date of the
meeting.
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