Event
147th Annual General Meeting
2020-12-12
COSMOPOLITAN CLUB
63, Anna Salai, Chennai - 600 002
Ph : 28584353-55, 28413853-55
CIN : U92411TN1934NPL000349
Email: cosmonetcentre@gmail.com
website:www.cosmopolitanclubchennai.com
NOTICE
Notice is hereby given that the 147th Annual General Meeting of the Members of Cosmopolitan Club will be held on Saturday, the 12th December 2020 at 10.35 a.m. through Video Conferencing/Other Audio Visual Means organized by the Club to transact the following businesses:
AGENDA
1. ORDINARY BUSINESS
a) To receive, consider and adopt the Audited Financial Statements of the Club for
the financial year ended 31st March 2020 and the reports of Auditors and
Management thereon.
b) To elect 12 Members to the Executive Committee in place of those Members
who retire by rotation (10 members to be elected from Resident Members and
2 Members to be elected from Non-Resident Members).
c) Any other subject with the permission of the Chair.
2. SPECIAL BUSINESS:
d) To consider and pass the Budget for the year 2020-2021.
/ By order of the Executive Committee /
Chennai - 600 002 SP SIVALINGAM
Dated : 30.10.2020 President
Notes:
1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide
General Circular No. 20/2020 dated May 5, 2020 read with General Circular Nos.14/2020
dated April 8, 2020 and 17/2020 dated April 13, 2020 has allowed companies to conduct
the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio
Visual Means (OAVM) without the physical presence of the Members at a common venue.
In compliance with the Circulars, the AGM of the Club is being held through VC/OAVM.
2. No member shall be entitled to be represented by a Proxy or Agent at the meeting.
3. Members seeking any information with regard to any matter to be placed at the AGM,
are requested to write to the Club through an email to cosmonetcentre@gmail.com or
by Post.
4. The Club has engaged the services of Central Depository Services (India) Limited ("CDSL")
as the Authorized Agency to provide facility for participating in the AGM as well as for
remote e-voting facility (i.e. the facility of casting votes by a Member by using an electronic
voting system from a place other than the venue of a General Meeting) and e-voting
during AGM.
5. CDSL will send communication relating to remote e-voting credentials which inter alia
would contain details about User ID and password, separately.
Procedure for joining the 147th AGM through VC / OAVM
6. Members will be provided with a facility to attend the AGM through VC/OAVM through
the CDSL e-Voting system. Members may access the same at https://
www.evotingindia.com under shareholders/members login by using the remote e-voting
credentials. The link for VC/OAVM will be available in members' login where the EVSN of
the Club will be displayed.
7. Members may note that the VC/OAVM facility, allows participation of at least 1,000
Members on a First-come, First-served basis. This will not include Committee Members,
Auditors etc. who are allowed to attend the AGM without restriction on account of first
come, first served basis.
8. Members will be able to attend the AGM through VC/OAVM or view the live webcast of
AGM provided by the Club at www.evotingindia.com by using their remote e-voting login
credentials and selecting the link available against the EVSN for Club's AGM.
9. Members may also attend the meeting through the link provided for this purpose in the
club's website, by logging through members' log in. E-voting will not be enabled in this
log in.
10. Facility of joining the AGM through VC/OAVM shall open 15 minutes before the time
scheduled for the AGM and will be available for Members on first-come, first-served basis.
11. Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
12. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in
their respective network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.
13. Members attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
Procedure to raise questions / seek clarifications with respect to Annual Report at the ensuing 147th AGM
14. Members who would like to express their views or ask questions during the AGM may
register themselves as a speaker by sending their request from their registered email
address mentioning their name, membership number, mobile number along with their
queries at cosmonetcentre@gmail.com or by post not later than 5 pm on Tuesday, the
8th December, 2020. Those Members who have registered themselves to interact during
AGM will be allowed to express their views / ask questions during the AGM. The club
reserves the right to restrict the number of speakers depending on the availability of time
for the AGM.
Procedure for remote e-Voting and e-Voting during the AGM
15. Members shall have the option to vote electronically ("e-voting") either before the AGM
("remote e-voting") or during the AGM.
16. In compliance with the provisions of Section108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 the members are provided with the facility to exercise their right to vote electronically, through the e-voting
services provided by CDSL on all the resolutions set forth in this Notice.
Remote e-voting( Before the date of AGM)
The Instructions for remote e-voting before the date of AGM and during the AGM is provided in this notice.
The remote e-voting period begins on Wednesday, 9.12.2020 (9.00 a.m.) and ends on Friday, 11.12.2020 (5.00 p.m.). The e-voting module shall be disabled for voting after 5.00 PM on 11.12.2020.
During this period, Members whose name appear in the Register of Members as on
18.11.2020 and those who are eligible as per Article-48 only shall be entitled to exercise
their vote through e-voting process.
Voting during AGM:
The procedures for e-voting during AGM are the same as for remote e-voting.
Members who have voted through Remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
Only those Members, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
The facility for e-voting will be available during the AGM proceedings and will be disabled after 1.00 pm on 12.12.2020..
Scrutiny & Results of Voting:
The Club has appointed Mr.K.M. Subheramaniam, Advocate to act as Scrutinizer to conduct
and scrutinize the electronic voting process in a fair and transparent manner.
The Scrutinizer shall within a period not exceeding three working days from the conclusion
of the e-voting period unblock the votes in the presence of at least two witnesses not in
the employment of the Club and make a Scrutinizer's Report of the votes cast in favour or
against, if any, forthwith to the Chairman of the Club.
The Results shall be declared on or after the AGM of the Club and the resolutions will be
deemed to be passed on the date of the AGM of the Club subject to the receipt of requisite
number of votes in favour of the resolution. The Results declared along with the
Scrutinizer's Report shall be placed on the Club's website 'www.cosmoclubchennai.com'
and on the website of CDSL e-Voting immediately after the results are declared.
INSTRUCTIONS FOR E-VOTING:
The way to vote electronically on CDSL E-Voting system are mentioned below -
The remote e-voting period begins on Wednesday, 9.12.2020 (9 a.m.) and ends on Friday, 11.12.2020 (5 p.m.). The e-voting module shall be disabled for voting after 5 p.m. on 11.12.2020. The facility for e-voting will be available during the AGM proceedings and will be disabled after 1.00 pm on 12.12.2020.
i. The Members should log on to the e-voting website www.evotingindia.com during the voting period
ii. Click on Shareholders / Members
iii. Enter the User ID.
iv. Next enter the Image Verification as displayed and Click on Login.
v. Next Enter the Password - As provided in the Pin-Mailer.
vi. After entering these details appropriately, click on "SUBMIT" tab.
vii. Click on the EVSN of on which you choose to vote.
viii. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same
the option "YES/NO" for voting. Select the option YES or NO as desired. The option
YES implies that the Member assents to the Resolution and option NO implies that
the Member dissents to the Resolution.
ix. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution
details.
x. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
xi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify
your vote.
xii. You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
xiii. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting, shall be eligible to vote through e-Voting system during the AGM.
xiv. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
xv. In such an event, you will need to go through the "Forgot Password" option.
xvi. In case you have any queries or issues regarding e-voting, write an email to
helpdesk.evoting@cdslindia.com.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr.NitinKunder (022-23058738) or
Mr.RakeshDalvi (022-23058542) or Mr.MehboobLakhani (022-23058543).
All grievances connected with the facility for voting by electronic means may be addressed to Mr. RakeshDalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058738 / 022-23058542/43.
EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE DATED 30th OCTOBER, 2020.
The following Explanatory Statement relating to the accompanying Notice sets out all
material facts in respect of the resolutions:
Item No.2
The members may approve the Budget for the year 2020-2021. The Budget for the year 2020-2021 could not be placed before the members during the last week of March 2020 due to the Covid-19 pandemic and consequential lockdown. The Budget for the year 2020-21 is therefore placed for members' assent in the AGM.
Election to Executive Committee:
The attention of the Members is invited to Articles 35, 41, 42(a) to (d), (f) to (i) and 48 of the Articles of Association. These provisions prescribe the eligibility of members to contest and lay down the election procedure.
Art.35 : The Executive Committee of the Club shall consist of the President, the Vice
President, the Honorary Secretary, the Honorary Joint Secretary and the Honorary Treasurer
and 20 Members from among Resident members and 4 Members from among Nonresident
Members. No Member is entitled for any allowances.
Art.41 : Election of Officers and Members of the Committee.
a) One half of the Members of the Executive Committee shall retire by rotation every year as per seniority. The retiring Members however, shall be eligible for re-election provided that such retiring Members have not served on the Committee for more than three terms either consecutively or otherwise prior to seeking reelection.
(i) Provided further that no member shall be eligible for election to the Committee if he has already served on the Committee for a period of three terms either consecutively
or otherwise.
(ii) Provided further that no Member shall be eligible to seek election to the Committee unless he has been a Member of the Club for a period of not less than eight years. (Member shall mean only Life Member and Primary Member for this clause).
b) No Member shall be eligible for election to the Office of the President, Vice President, Honorary Secretary, Honorary Joint Secretary and Honorary Treasurer, if he has held the same position either consecutively or otherwise for a period of four years (Two terms-each term of two years). Part period of a term will be considered as full term.
(i) Provided further that a Term of One year duration and any part period of a year or two years term shall be considered as a full term of two years.
c) The President, Vice President, Honorary Secretary, Honorary Joint Secretary and Honorary Treasurer shall vacate the Office at the conclusion of the Annual General Meeting every alternate year irrespective of the date of assuming the post. Similarly, the Committee Member who retires by rotation shall also vacate the Office at the conclusion of the
Annual General Meeting.
d) No Member shall be eligible for election to the office of the President, Vice-President, Honorary Secretary, Honorary Joint Secretary and Honorary Treasurer unless he has at least 10 years standing as a Member and he has served at least One term as Executive Committee Member.
Art.42: Annual General Meeting shall elect out of the Members of the Club, President, Vice President, Honorary Secretary, Honorary Joint Secretary and Honorary Treasurer, every alternate year and also elect one half of the Members of the Committee who retire by rotation. Any Executive Committee Member whose term is unexpired and if he intends to contest for the post of Office Bearer, should resign from the post of Executive Committee Member prior to filing of his nomination for any post of Office Bearer. Such resignation shall be deemed to have taken effect at the conclusion of the Annual General Meeting. Any Member of the Committee who has been co-opted will retire in the year in which the Member in whose place he was co-opted would have retired in normal course.
The Office Bearers and the Executive Committee Members, whose term is expiring, shall hold the Office from the date of announcement of election till the date of election as Caretaker Management without taking any policy decisions.
(a) Every person desirous of contesting for the above posts in election shall lodge with the office of the Club, his nominations duly proposed and seconded by two different members of the Club not less than fourteen clear days before the date of the Annual General Meeting.
(b) The candidates, the proposer and the seconder should not be in arrears of house bills and the subscription exceeding Rs.500/- within the meaning of Article-25 as on the date of scrutiny of nominations. The proposer and seconder should have a continuous membership of 8 years for proposing or seconding a candidate.
(c) The scrutiny of nomination papers will be taken up on the next day following the last date fixed for the receipt of nomination papers by a team of three office bearers and / or committee members who do not seek election. The committee so appointed shall scrutinize the validity of nominations and put up the list of valid nomination immediately thereof in the Notice Board.
(d) The candidates whose nominations are declared valid shall be allowed to withdraw their
nomination papers at any time within 3 clear working days after the publication of valid
nominations in the Notice Board. The final list of contesting candidates will be published
immediately after the time fixed for the withdrawal of candidates is over.
(e) The voting for the election of the President, Vice President, Honorary Secretary, Honorary
Joint Secretary and Honorary Treasurer and the members of the Committee shall be by
manual ballot or through Electronic Voting Machine. The Committee in terms of Art.100
will frame the procedure to be followed in conducting the elections.
(f) Voting papers shall be prepared and duly attested by the Honorary Secretary and shall be
handed over to each member to exercise their franchise on production of Membership
Card for manual balloting or in the case of balloting through Electronic Format using
computers and related software, an Authorisation Slip will be issued to the Member on
production of Membership Card. However, no person who is in arrears of house bills and
subscription exceeding Rs.500/- within the meaning of Article-25 shall be permitted to
vote, unless he clears the same before casting his vote on the date of polling.
(g) Each member shall be entitled to vote on the voting paper and shall deposit in the ballot
box. The voting paper shall be scrutinized by a Committee of five members nominated by
the President and the results declared by pasting on the Notice Board of the Club. In case
of voting through Electronic voting, the election results sheet shall be scrutinized by a
Committee of five members nominated by the President and the results declared by
pasting on the Notice Board of the Club.
(h) No voting shall be necessary if the number of valid nominations does not exceed the
number of seats vacant.
Art.48 : No member whose arrears of House bills and the subscription exceeds Rs.500/- on the 1st day of month immediately preceding the Annual General Meeting shall take part or vote at the said Annual General Meeting. No member shall be qualified for election to the Committee who was in arrears to the Club in respect of house bills and subscription for a sum exceeding Rs.500/- on the first day of month immediately preceding the Annual General Meeting at which the election is held, provided that the said member shall be entitled to take part or vote at the General Meeting if the member clears the same before receiving the ballot paper on the date of polling.
Chennai - 600 002 SP SIVALINGAM
Dated : 30.10.2020 President