Notice is hereby given that an 1st Extraordinary General Meeting of the BASIC CHEMICALS, COSMETICS AND DYES EXPORT PROMOTION COUNCIL, Mumbai will be held on Wednesday, the 24th January, 2024 at 11.30 am. through video conferencing via Google Meet-
https://meet.google.com/vii-cqjk-kpb to transact the following as per Article 32 of the existing Byelaws of the Council.
1. Amendment of Articles of Association/Bye Laws by adopting New set of Articles of Association/Bye Laws:
To consider and, if thought fit, approve with or without modification(s) the following resolution as a Special Resolution:
“RESOLVED THAT, the consent of the members be and is hereby accorded to the amendment in the existing Articles of Association/Bye-Laws of the Council by adopting new set of Articles of Association/Bye-Laws in accordance with the directions received from the E&MDA Division of Deptt. Of Commerce in place of the existing Articles of Association/Bye Laws.”
RESOLVED FURTHER THAT the members of the Committee of Administration of the Council/Board of Directors be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
By order of the Committee of Administration
Sd/-
Raghuveer Kini
Director General
Basic Chemicals, Cosmetics & Dyes
Export Promotion Council
Place: Mumbai
Dated: January 11, 2024
NOTES:
1. In view of outbreak of the COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its Circulars dated 8th April, 2020, 13th April, 2020, 15th June, 2020 28th September, 2020, 31st December, 2020, 13th January, 2021, 23rd June, 2021, 8th December, 2021, 5th May, 2022, 28th December, 2022 and 25th September, 2023 (“MCA Circulars”), permitted holding of Extra Ordinary General Meeting (hereinafter referred to as ‘EGM’), through video conferencing (VC) or other audio visual means (OAVM) without the physical presence of Members at a common venue. Hence, the option to participate through Video conferencing mode will be provided by sending invitation through Zoom Application to the members to attend and participate in the ensuing EGM. You will need to download the application on mobile or laptop, if not already installed so as to enable you to participate in the meeting. Please keep your video option enabled as the meeting proceedings will be recorded for compliance purpose.
2. Since this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
3. The Soft Copy of the Amended Byelaws of the Council are uploaded on the Council’s website which are approved by the COA of the council through Circulation on January 8, 2024
4. Any member willing to see the hard copies of the Amended Byelaws of the Council can visit the Council’s Head Office at Mumbai or the Regional Offices during Office hours (Monday to Friday from 9.30 a.m. to 6.00 p.m.) except Council’s holidays.
5. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of Special Resolution to be transacted at the meeting, is hereto annexed.
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No.1
This is to inform that the in view of receipt of directions from the E&MDA Division of Deptt. of Commerce regarding adoption of the model Articles of Association/Bye laws as given alongwith the direction in the EGM/Special Governing Body Meeting before the next AGM, CoA approved the amendment of the existing Articles of Association/Bye Laws by adopting new set of Articles of Association/Bye Laws in place of the existing Articles of Association/Bye Laws. The copy of directions received from E&MDA Division of Deptt. of Commerce is available for inspection.
Hence, in view of the above, the existing Bye-Laws (hereinafter referred to as ‘the Articles/Bye-laws’) of the Council are proposed to be amended by adopting new set of Articles/Bye Laws in place of the existing Articles/Bye Laws.
The Committee of Administration/Board of Directors of your Company recommends the Resolution as set out in Item No. 1 of the accompanying Notice for the approval of members of the Company as Special Resolution.
None of the members of the Committee of Administration/Board of Directors of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the said resolution except to the extent of their membership, if any.
By order of the Committee of Administration
Sd/-
Raghuveer Kini
Director General
Basic Chemicals, Cosmetics & Dyes
Export Promotion Council
Place: Mumbai
Dated: January 11, 2024
