Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary Sample Clauses

Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary. Page6 “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended and applicable for the time being in force) and subject to the necessary approvals, consents, permissions and/or sanctions from the appropriate authorities to the extent applicable, consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (including delegation of such authority to the Committees of Board) to consent to winding up / closure /de- register its foreign business entity “White Organic Agro FZE” presently registered and operating in Ajman Free Zone operating in the United Arab Emirates, in such manner and on such terms that as the Board may deem fit after meeting conditions and receiving approvals as may be required by any of the concerned authorities in force in UAE and as applicable to the Company or as the Board may deem fit and appropriate in the interest of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do and perform all such acts, deeds, matters and things as it may, in their absolute discretion, deem fit, necessary, proper or desirable, including finalizing, varying and settling the terms and conditions for sale and to finalize, execute, deliver and perform the Business Transfer Agreement, contracts, deeds, undertakings, and other documents in respect thereof and seek the requisite approvals, consents and permissions as may be applicable without seeking any further approvals from the members / shareholders of the Company. By Order of the Board For White Organic Agro Limited Sd/- Xx. Xxxxxxx Xxxxxx Date : 09-10-2020 Managing Director Place: Mumbai DIN: 03121939 Registered Office of the Company 000X, Xxxxxx Xxxxx Vallabh Baug Lane Ghatkopar (East), Mumbai 400077 Notes: • The Company has granted exemption to the Statutory Auditor from attending the Annual General Meeting. • As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meeting...
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Approving closure of White Organic Agro FZE – Wholly Owned Foreign Subsidiary. Page14 White Organic Agro FZE was formed as a foreign WOS of the Company in August 2017 with an object to procure land, cultivate organic food products and carry out trading of such products. The plans of the management were to tap the Middle Eastern organic food product market and mark presence on the international front without parking huge cash flows. However, on account of the unfavorable market conditions and difficulties in managing the international business remotely through India, the management was required to choose between either investing more in the said business to keep it live or withdraw the said business venture altogether. On account of the business contingencies faced overall and additional costs involved to keep the overseas business alive, the management and product teams propose to dispose the stake in the said FZE by winding up, closure, surrender license to operate and thereby dissolve the entity in methods permissible under the laws applicable there and in the best interest of the stakeholders. Approval of the shareholders is being sought to carry out the said disposal in the best interest of the Company. In terms of the provisions of Section 180(1)(a) of the Companies Act, 2013 (the “Act”) and applicable provisions of SEBI (LODR) Regulations, 2015, consent of the Shareholders would be required by way of a special resolution to divest and withdraw the investment and close down the said entity in permissible manner. The Directors recommend that the Item No. 7 as set out in the accompanying Notice be passed as Special Resolution. None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the aforesaid Resolution. By Order of the Board For White Organic Agro Limited Sd/- Xx. Xxxxxxx Xxxxxx Date : 09-10-2020 Managing Director Page15 Place: Mumbai DIN: 03121939 BOARD‟S REPORT To The Members, WHITE ORGANIC AGRO LIMITED (FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED) CIN: L01100MH1990PLC055860 The Directors have the pleasure in presenting the 30th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2020. FINANCIAL HIGHLIGHTS (Rs. In Lacs) Particulars Standalone Consolidated Current Year Previous Year Current Year Previous Year Sales and Other Income 12,254.05 16281.02 19,354.45 33,979.54 Net Profit Before Tax 25.55 333.07 48.86 694.17 Net Profit After Tax 18.11 236.15 35.19 51...
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