36 th Annual General Meeting - Shree Bhawani Paper Mills Limited
Contents
1. Adoption of New set of Articles of Association containing Regulations in conformity with the Companies Act 2013 RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of Companies Act 2013 read with the Companies Incorporation Rules 2014 including any statutory modification s or re enactment thereof for the time being force the draft regulations contained in the Articles of Association submitted to this Meeting be and are hereby approved and adopted in substitution and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company 36TH ANNUAL REPORT 3 SHREE BHAWANI PAPER MILLS LIMITED RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary proper expedient to give effect to this Resolution 6 To approve the remuneration of the Cost Auditors for the financial year ending 31 March 2016 and in this regard to consider and if thought fit to pass with or without modification s the following Resolution as an Ordinary Resolution Ratification of remuneration of the Cost Auditors for the financial year ending 31 March 2016 as recommended by Audit Committee and approved by the Board RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act 2013 and the Companies Audit and Auditors Rules 2014 i2. means In compliance with provisions of Section 108 of the Companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 and the Listing Agreement with the Bombay Stock Exchange the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting AGM by electronic means and the items of business as detailed in this Notice may be transacted through e voting services provided by National Securities Depository Limited NSDL The instructions for e voting are as under A In case a Member receive an email from NSDL for members whose e mail addresses are registered with the Company Depository Participant s i Open the e mail and also open the attached PDF file namely e Voting pdf with your Client ID in case you are holding shares in demat mode or Folio No in case you are holding shares in physical mode as password The said PDF file contains your User ID and Password for e voting Please note that the password is an initial password ii Launch internet browser by typing the URL htips www evoting nsdl com iii Click on Shareholder Login 36TH ANNUAL REPORT 6 B SHREE BHAWANI PAPER MILLS LIMITED vii viii ix xi xii xiii If you are already registered with NSDL for e voting then you can use your existing User ID and password and click Login If you are logging in for the first time please enter the U
3. 11002 BABITA JAIN COMPANY SECRETARY DATED 11 AUGUST 2015 FCS 3824 36TH ANNUAL REPORT 9 9 SHREE BHAWANI PAPER MILLS LIMITED Registered Office 33 Dayanand Marg Allahabad 211 002 email info shbhawani com CIN L21015UP1979PLC004783 Website www shbhawani com PROXY FORM Pursuant to Section 105 6 of the Companies Act 2013 and Rule 19 3 of the Companies Management and Administration Rules 2014 Nameonthe Member S zaira oen e a Rr e arae Di En oraraa aea a a aE Registered address Geren E E T S E A EA EmA D enpor i Folio No DP ID Client ID We being the member S Of n se shares of the Shree Bhawani Paper Millls Ltd hereby appoint To NAME ke ee te a OR ek eee ote en eVing an Esmail Dees kts ll failing him her 2 failing him her Bi NAME eourage mal D arretea 3 whose signatures are appended below as my our proxy to attend and vote on a poll for me us and on my our behalf at the 36 Annual General Meeting of the Company to be held on Wednesday 30 September 2015 at Registered Office of the Company at 33 Dayanand Marg Allahabad 211 002 at 11 30 am and at any adjournment thereof in respect of the Resolutions as indicated below SI No Resolution For Against 1 Adoption of Financial Statements for the year ended 31 March 2015 2 Re appointment of Shri Badri Vishal Tandon as Director who retires by rotation 3 Re appointment of M s P
4. L Gupta amp Co Chartered Accounts as Auditiors and to fix their remuneration 4 Appointment of Smt Lakshmi Kumari as Director of the Company who retires by rotation 5 Adoption of new set of Articles of Association containing regulations in conformity with the Companies Act 2013 6 Ratification of remuneration of Shri Rakesh Misra Cost Accountant as Cost Auditors for the year 2015 16 Signed TAS 5 0 ceecdaniscoicensennndendnepasnee sane nabanne DAY Ol ven cittadessinciiceneadnestspsausanntguetnandneae eae 2015 Affix Date Month Revenue Signature of Shareholder s Stamp Signatures of First Proxy Holder Second Proxy Holder Third Proxy Holder Notes 1 Please put a X in the Box in the appropriate colum If you leave For or Against column blank in respect of any or all of the Resolutions your proxy will be entitled to vote in the matter as he she thinks appropriate 2 Proxy need not to be a member of the Company A person can act as proxy on behalf of for a maximum of fifty members and holding in the aggreagate not more than ten percent of the total share capital of the Company carrying voting rights Provided that a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder 3 This form of proxy in order to be effective should be duly executed and deposited at the
5. Registered Office of the Company at 33 Dayanand Marg Allahabad 211 002 at least 48 hours before the time of the Meeting CUT HERE lt 24 48 PK riaa 3 CUT HERG cc te ee CUT HERE SHREE BHAWANI PAPER MILLS LIMITED Registered Office 33 Dayanand Marg Allahabad 211 002 email info shbhawani com CIN L21015UP1979PLC004783 Website www shbhawani com ATTENDANCE SLIP Folio NO isrener 36 Annual General Meeting DP ID Client ID September 30 2015 Full Name of the Shareholder proxy attending the Meeting First Name Second Name Surname FIRST HOLDER JOINT HOLDER PROXY Strike out whichever is not applicable FULE NAME QFRIRS TAOEDE R errie AEE E EE E ee EES If Joint Holder Proxy attending First Name Second Name Surname Signature of the Shareholder Proxy Please note that no gifts will be given at the Meeting
6. SHREE BHAWANI PAPER MILLS LIMITED SHREE BHAWANI PAPER MILLS LIMITED CIN L21015UP1979PLC004783 Registered Office 33 Dayanand Marg Allahabad 211 002 Website www shbhawani com Email info shbhawani com NOTICE NOTICE is hereby given that the 36 Annual General Meeting of SHREE BHAWANI PAPER MILLS LIMITED will be held at the Registered office of the Company at 33 Dayanand Marg Allahabad 211002 on Wednesday the 30 September 2015 at 11 30 A M to transact the following Business ORDINARY BUSINESS E To receive consider and adopt the financial statements of the Company for the year ended 31 March 2015 including Balance Sheet as at 31 March 2015 and Profit amp Loss Account for the year ended on that date the Report of the Directors and the Report of the Auditors thereon To appoint a Director in place of Shri Badri Vishal Tandon DIN 0108408 who retires by rotation and being eligible offers himself for re appointment To appoint Auditors for the year and in this connection to consider and if thought fit to pass with or without modification s the following Resolution as Ordinary Resolution RESOLVED THAT M s P L Gupta amp Co Chartered Accountants Registration No 011575C the retiring Auditors be and are hereby re appointed as Auditors of the Company to hold Office from the conclusion of this Meeting till the conclusion of next Annual General Meeting at a remuneration of Rs 1 50 000 Rupees one lac fif
7. ctor or Key Managerial Personnel of the Company and or their relatives except Smt Lakshmi Kumari in her personal capacity for whom the Resolution relates is interested or concerned in the Resolution The Board commends the Ordinary Resolution set out at Item No 4 of the Notice for approval by the Members ITEM NO 5 The Articles of Association AoA of the Company as presently in force were replaced in Annual General Meeting held on 21t September 2011 The existing AoA are based on the Companies Act 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act 1956 and some regulations in the existing AoA are no longer in conformity with the Companies Act 2013 The Act is now largely in force on 1 April 2014 several regulations of the existing Articles of Association of the Company require alteration or deletions in several articles Given this position it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles The new Articles of Association be substituted in place of the existing Articles of Association are based on Table F of the Act which sets out the model articles of association for a company limited by shares The proposed new draft Articles of Association is being uploaded on the Company s website for perusal of the members 36TH ANNUAL REPORT 8 SHREE BHAWANI PAPER MILLS LIMITED None of the Directors Key Managerial Pe
8. ded in the enclosed Instruction for e voting form for the AGM EVEN USER ID PASSWORD PIN Electronic Voting Event Number Please follow all steps from SI No ii to SI No xiii above to cast vote In case of any queries you may refer to the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the download section of https www evoting nsdl com The e voting period commences on Sunday 27 September 2015 9 00 A M and ends on Tuesday 29 September 2015 5 00 P M During this period Shareholders of the Company holding shares either physical form or in dematerialised form as on the relevant date of 23 September 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a Resolution is cast by the Shareholder the Shareholder shall not be allowed to change it subsequently The voting rights of the shareholders shall be in proportion to their shares of the paid up equity share of the Company as on the relevant date of 23 September 2015 Shri Anil Kumar Practising Company Secretary Membership No FCS 5693 and Certificate of Practice 5592 email id purswanianil gmail com has been appointed as the Scrutiniser to scrutinise the process in a fair and transparent manner The Scrutiniser shall at least 2 working day from the conclusion of the e voting period unblock the votes the prese
9. e date of the forthcoming Annual General Meeting The Company has received a notice with requisite deposit from a member proposing her candidature as a Woman Director to be appointed under the provisions of Section 149 and 152 of the Companies Act 2013 The Company has received i consent in writing to act as Woman Director in Form DIR 2 pursuant to Rule 8 of the Companies Appointment amp Qualification of Directors Rules 2014 ii Intimation in Form DIR 8 in terms of Companies Appointment amp Qualification of Directors Rules 2014 to the effect that she is not disqualified under sub section 2 of Section 164 of the Companies Act 2013 The Resolution seeks the approval of members for the appointment of Smt Lakshmi Kumari as Woman Director of the Company who is liable to retire by rotation Notice received under Section 160 of the Companies Act 2013 is available for inspection by the members at the Registered Office of the Company during the business hours on any working day up to the date of the Annual General Meeting Brief profile along with other details of the Director is as under Name of the Director Smt Lakshmi Kumari DIN No 07134683 Date of joining the Board 31 03 2015 Profile of the Director Smt Lakshmi Kumari aged about 65 years is graduate from Kanpur University and is self employed No of Shares held in the Company NIL Directorship and Committee Membership in other Companies NIL None of the Dire
10. ested to bring their Client ID and DP ID numbers for easy identification of attendance at the Meeting 4 Members are informed that in case of joint holders attending the Meeting only such joint holder who is higher in order of the names will be entitled to vote 5 The Register of Members and the Share Transfer Books of the Company shall remain closed from 24 September 2015 to 30 September 2015 both days inclusive 6 Members are requested to intimate change if any in their addresses 7 Brief resume of Directors including those proposed to be appointed re appointed nature of their expertise in specific functional areas names of companies in which they hold directorships and memberships chairmanships of Board Committees shareholding and relationships between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the Corporate Governance Report forming part of the Annual Report 8 A Statement pursuant to Section 102 1 of the Companies Act 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto 9 Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting 10 Pursuant to the provisions of Section 205A 5 and 205C of the Companies Act 1956 the Company has transferred the unpaid or unclaimed dividends for the financial year up to 2006 07 from time to time on due dates to the Investor Educa
11. for inspection at the Registered Office of the Company during office hours on all working days except Saturdays between 11 00 a m to 4 00 p m up to the date of declaration of the result of the 36 Annual General Meeting of the Company 16 Details of the Directors seeking re appointment appointment at this Annual General Meeting Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd Mumbai Name of the Director Shri Badri Vishal Tandon DIN No 0108408 Date of joining the Board 06 07 1979 Profile of the Director Shri Badri Vishal Tandon aged about 66 years is a Law Graduate and has more than 42 years of experience as Advocate High Court Allahabad He has special expertise in tax matters He has been a Director of the Company since inception and is also a member of Audit Committee and Stakeholders Relationship Committee of the Company No of Shares held in the Company in 246998 individual capacity Directorship and Committee Membership in Director in Sahitya Bhawan Pvt Ltd Allahabad other Companies Name of the Director Smt Lakshmi Kumari DIN No 07134683 Date of joining the Board 31 03 2015 Profile of the Director Smt Lakshmi Kumari aged about 65 years is graduate from Kanpur University and is Self Employed No of Shares held in the Company NIL Directorship and Committee Membership NIL in other Companies 17 Voting through electronic
12. nce of at least 2 witnesses not in the employment of the Company and make a Scrutiniser s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company The Result shall be declared on or after the Annual General Meeting The Result declared along with the Scrutiniser s Report shall be placed on the Company s website www shbhawani com and on the website of NSDL within two days of the passing of the Resolutions at the Annual General Meeting the Company and communicated to the Bombay Stock Exchange where the shares of the Company are listed 36TH ANNUAL REPORT 7 SHREE BHAWANI PAPER MILLS LIMITED STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT 2013 The following statement sets out all material facts relating to Special Business mentioned in the Notice ITEM NO 4 Pursuant to provisions of Section 149 of the Companies Act 2013 read with Rule 3 of the Companies Appointment and Qualification of Directors Rules 2014 and Clause 49 of the Listing Agreement with Bombay Stock Exchange every listed company is required to appoint at least one woman director on Board of the Company by 31 March 2015 In compliance thereof Smt Lakshmi Kumari DIN 07134683 was appointed as Additional Director by the Board of Directors of the Company at their meeting held on 31 March 2015 In terms of Section 161 1 of the Companies Act 2013 Smt Lakshmi Kumari holds office as Additional Director only up to th
13. ncluding any statutory modification s re enactment thereof for the time being in force remuneration of Rs 25 000 Rupees twenty five thousand only plus out of pocket expenses as recommended by the Audit Committee and as approved by the Board of Directors of the Company be paid to Shri Rakesh Misra the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending 31 March 2016 be and is hereby ratified and confirmed BY ORDER OF THE BOARD REGISTERED OFFICE 33 DAYANAND MARG BABITA JAIN ALLAHABAD 211002 COMPANY SECRETARY FCS 3824 DATED 11 AUGUST 2015 36TH ANNUAL REPORT 4 SHREE BHAWANI PAPER MILLS LIMITED NOTES f A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER Proxies in order to be valid must be received by the Company not later than 48 hours before the commencement of the Meeting The relevant proxy form is enclosed herewith 2 Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of Board Resolution on the letterhead of the Company signed by one of the directors or company secretary or any other authorised signatory authorising their representatives to attend and vote on their behalf at the Meeting 3 Members who hold shares in dematerialised form are requ
14. rsonnel of the Company their relatives is in any way concerned or interested financially or otherwise in the Special Resolution set out at Item No 5 of the Notice The Board commends the Special Resolution set out at Item No 5 of the Notice for approval by the Members ITEM NO 6 The Board on the recommendation of the Audit Committee has approved the appointment and remuneration of the Cost Auditor Shri Rakesh Misra to conduct the audit of the cost records of the Company for the financial year ending 31 March 2016 at a remuneration of Rs 25000 Rupees twenty five thousand only plus out of pocket expenses In accordance with the provisions of Section 148 of the Companies Act 2013 read with the Companies Audit and Auditors Rules 2014 the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company Accordingly consent of the Members is sought for passing an Ordinary Resolution as set out at Item No 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March 2016 None of the Directors Key Managerial Personnel of the Company their relatives is in any way concerned or interested financially or otherwise in the Resolution set out at Item No 6 of the Notice The Board commends the Ordinary Resolution set out at Item No 6 of the Notice for approval by the Members REGISTERED OFFICE BY ORDER OF THE BOARD 33 DAYANAND MARG ALLAHABAD 2
15. ser ID and password as initial password noted in step i above and click Login Password Change Menu appears Change the password with a new password of your choice with minimum 8 digits characters or combination thereof Please keep a note of the new Password It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential Home page of e Voting opens Click on e Voting Active Voting Cycles Select EVEN Electronic Voting Event Number of Shree Bhawani Paper Mills Limited Now you are ready for e Voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Upon confirmation the message Vote Cast Successfully will be displayed Once you have voted on the Resolution you will not be allowed to change modify your vote Institutional Shareholders ie other than Individuals HUF NRI etc are also required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority Letter etc together with attested specimen signature of the duly authorised signatory ies who are authorised to vote to the scrutiniser through email to with a copy marked to evoting nsdl co in In case a Member receives physical copy of the Notice of AGM for Members whose email addresses are not registered with the Company Depository Participant s i Vi VII Initial password is provi
16. tion and Protection Fund IEPF established by the Central Government The Company has not declared any dividend thereafter till the year under review 11 The Securities and Exchange Board of India SEBI has mandated the submission of Permanent Account Number PAN by every participant in securities market Members holding shares in electronic form are therefore requested to submit their PAN to their Depository participants with whom they are maintaining their demat accounts Members holding shares in physical form can submit their PAN to the Company Skyline Financial Services Pvt Ltd Registrar and Share Transfer Agent of the Company 12 Members who have not registered their e mail addresses so far are requested to register their e mail address for receiving all communication including Annual Report Notices Circulars etc from the Company electronically 13 Shareholders who are still holding physical share certificates are advised to dematerialise their shareholdings to avail the benefits of dematerialisation which includes easy liquidity through electronic transfer saving in stamp duty and prevention of forgery 14 The Company has paid annual listing fee to the Bombay Stock Exchange Ltd Mumbai where the Company s equity shares are listed for the financial year 2015 16 36TH ANNUAL REPORT 5 SHREE BHAWANI PAPER MILLS LIMITED 15 All documents referred to in the accompanying Notice and the Explanatory Statement shall be open
17. ty thousand only plus service tax as applicable and travelling and other out of pocket expenses SPECIAL BUSINESS 4 To consider and if thought fit to pass with or without modification s the following Resolution as Ordinary Resolution Confirmation of appointment of Smt Lakshmi Kumari DIN 07134683 as Director of the Company 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 including any statutory modifications s or re enactment thereof for the time being in force Smt Lakshmi Kumari DIN 07134683 who has been appointed as an Additional Director of the Company pursuant to the provisions of Section 161 of the Companies Act 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and being eligible offer herself for appointment and in respect of whom the Company has received a notice in writing from a member pursuant to the provisions of Section 160 of the Companies Act 2013 signifying her intention to propose the candidature of Smt Lakshmi Kumari for the office of Director be and is hereby appointed as a Director of the Company liable to retire by rotation with effect from the date of this Meeting To consider and if thought fit to pass with or without modification s the following Resolution as Special Resolution
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