NOTICE

SHORTER NOTICE IS HEREBY GIVEN THAT THE NINETEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF HEALTH & GLOW PRIVATE LIMITED (FORMERLY FOODWORLD SUPERMARKETS PRIVATE LIMITED) WILL BE HELD ON SATURDAY, THE 29TH DAY OF SEPTEMBER, 2018 AT 11.00 AM AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT SITE NO. 32/5, 2ND FLOOR, GANAPA TOWERS, NGR LAYOUT, ROOPENA AGRAHARA, BOMMANAHALLI, HOSUR MAIN ROAD, BANGALORE - 560 068, KARNATAKA TO TRANSACT THE FOLLOWING BUSINESS :

ORDINARY BUSINESS

1.To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution :

To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2018, including the audited Balance Sheet as at 31st March, 2018

and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon.

2.To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution :

RESOLVED THAT the appointment of M/s. BSR & Co. LLP, (who were appointed by the Members upto the conclusion of the Annual General Meeting to be held in the year 2019 as Statutory Auditors of the Company) having Firm Registration No. 101248W/W- 100022, be and are hereby ratified until the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be decided by the Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution�.

SPECIAL BUSINESS

3.To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:-

RESOLVED THAT pursuant to the provisions of section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014, Mr. Venkataramani Kuppuswamy (DIN : 08057470), who was appointed as an Additional Director of the Company with effect from 23rd January, 2018 by the Board of Directors of the Company pursuant to section 161 of the Companies Act, 2013, and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT Mr. Venkataramani Kuppuswamy shall continue to be the Managing Director and Chief Executive Officer of the Company for a period of five years on the same terms and conditions as were approved by the Board of Directors of the Company.

RESOLVED FURTHER THAT any one Director of the Company or the Company Secretary of the Company, be and are hereby, severally, authorised to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.�

Date : 12th September, 2018

By order of the Board of Directors

Place: Mumbai

Health & Glow Pvt. Ltd.

 

Sd/-

 

Venkata Subbaiah M

 

Company Secretary

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 / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2.Proxies, in order to be effective, must be received in the enclosed Proxy Form at the Registered Office of the Company not less than forty-eighthours before the time fixed for the Meeting.

3.A person can act as a proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. Proxies submitted on behalf of the Companies, Societies, etc., must be supported by an appropriate resolution / authority as applicable.

4.Members / Proxies / Authorised Representatives are requested to bring the attendance slips duly filled in for attending the Meeting. Members who hold shares in dematerialised form are requested to write their client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting.

5.The Meeting is being convened at a shorter notice, after obtaining the consent, in writing, of more than 95% of the Members of the Company, pursuant to the provisions of Section 101 of the Act.

6.As per provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, Company may give notice etc. through hand delivery, post, electronic mode i.e. by e-mailas a text or as an attachment toe-mailor as a notification providing electronic link and the same is hosted on www.healthandglow.com website of the Company.

7.Members who have not yet registered their e-mailid or who want to change theire-mailid are requested to approach their respective DP (for electronic holding) or with R&TA / Company (for physical holding), so as to receive all communications electronically including annual report, notices, circulars etc. sent by the Company from time to time.

8.Corporate Members intending to send their authorised representatives to attend the Meeting in terms of Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the Board Resolution authorizing such representative to attend and vote on their behalf at the said Meeting.

9.Members of the Company had approved the appointment of M/s. BSR & Co. LLP, Chartered Accountants, as the Statutory Auditors at the Fifteenth AGM of the Company which is valid

till Twentieth AGM of the Company. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

10.The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting in respect of item no. 3 of the notice is annexed hereto and forms part of this notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3

Mr. Venkataramani Kuppuswamy who was appointed as an Additional Director of the Company under section 161 of the Companies Act, 2013 effective 23rd January, 2018, holds office up to the date of this Annual General Meeting, and is eligible for appointment as Director of the Company.

He does not hold any share in the Company and is not related to any Director or Key Managerial Personnel of the Company in any way.

The Board recommends to the members of the Company the appointment of Mr. Venkataramani Kuppuswamy as a director of the Company and continues to act as Managing Director and Chief Executive Officer of the Company.

None of the Directors of the Company, is in any way concerned or interested in this resolution.

Date : 12th September, 2018

By order of the Board of Directors

Place: Mumbai

Health & Glow Pvt. Ltd.

 

Sd/-

 

Venkata Subbaiah M

 

Company Secretary

FORM NO. MGT – 11

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 Company: HEALTH & GLOW PRIVATE LIMITED

CIN

: U52110KA1999PTC067372

Registered Office

: Site No. 32/5, 2nd Floor, Ganapa Towers, NGR Layout, Roopena Agrahara,

Bommanahalli, Hosur Main Road,Bangalore-560068, Karnataka, India. Tel : +91 80 67700600

Name of the Member

:

Registered Address

:

E-mailID

:

DP ID and Client ID

:

I/ we, being the member(s) of shares of the above named Company, hereby appoint

Name :

E-mailID :

Address :

Signature:

as my proxy to attend and vote (on a poll) for me and on my behalf at the Annual General Meeting of the Company, to be held on Saturday, the 29th day of September, 2018 at 11.00 AM and at any adjournment thereof in respect of such resolutions mentioned in Notice.

Affix revenue stamp of Re. 1

Signed this on ……September 2018

Signature

Signature

_______________________

__________________

Shareholder

Proxy Holder

Note: 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.

Map showing location of the venue of Annual General Meeting of Health & Glow Private Limited

Venue:

Health & Glow Private Limited

Site No. 32/5, 2nd Floor,

Ganapa Towers, NGR Layout,

Roopena Agrahara, Bommanahalli,

Hosur Main Road,

Bangalore-560068

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