E-voting notice (Annual General Meeting)
Contents
1. Notice of the AGM along with attendance slip and proxy form along with the process instructions and the manner of conducting e voting is being sent electronically to all the members whose e mail IDs are registered with the Company Depository Participant s For members who request for a hard copy and for those who have not registered their email address physical copies of the same are being sent through the permitted mode Any person who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut off date i e 23 September 2015 may obtain the login ID and password by sending a request at evoting nsdl co in or Issuer RTA Vii viii X xi Prima Communications Ltd However if you are already registered with NSDL for remote e voting then you can use your existing user ID and password for casting your vote If you forgot your password you can reset your password by using Forgot User Details Password option available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 A member may participate in the AGM even after exercising his right to vote through remote e voting but shall not be allowed to vote again at the AGM A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut off date only shall be entitled to avail the facility of rem2. DIN 00273736 who was appointed as an Additional Director pursuant to the provisions of Section 161 1 of the Companies Act 2013 who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act 2013 from a member proposing her candidature for the office of Director be and is hereby appointed as a Director of the Company liable to retire by rotation Prima Communications Ltd To Consider and if though fit to pas with or without modification s the followings Resolution as a Special Resolution 5 RESOLVED that pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act 2013 read with the rules made thereunder including any statutory modification s or re enactment thereof for the time being in force the consent of the company be and is hereby accorded to enter into the related party transactions by the Company with the respective related parties and for the maximum amounts per annum as mentioned herein below Sr Nature of transaction Name of the Name of Related Party Amount No as per section 188 of Director KMP and Rs in lacs per the Companies Act their relatives annum 2013 1 Cost of Advertising Dr Niren Pressman Advertising 5 00 Suchanti and Ltd Mr Navin Suchanti Directors are common directors and promoters with shareholding interest in Pressman Advertisi
3. single person as proxy and such person shall not act as a proxy for any other person or shareholder 4 This is only optional Please put a X in the appropriate column against the resolutions indicated in the Box If you leave the For or Against column blank against any or all the resolutions your Proxy will be entitled to vote in the manner as he she thinks appropriate 5 Appointing a proxy does not prevent a members from attending the meeting in person if he so wishes 6 In the case of joint holders the signature of any one holder will be sufficient but names of all the joint holders should be stated
4. Prima Communications Ltd Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 primacommunicationsltd gmail com www primacommunications in CIN L65999WB 1982PLC065038 NOTICE Notice is hereby given that the Annual General Meeting of the company will be held at the Registered Office at Pressman House 10A Lee Road Kolkata 700 020 on Wednesday 30 September 2015 at 1 00 p m to transact the following business AS ORDINARY BUSI NESS 1 To receive consider and adopt the Statement of Profit amp Loss for the year ended 31 March 2015 and the Balance Sheet as on that date and the Reports of the Directors and Auditors thereon 2 To appoint a director in place of Mr B G Pasari DIN 01972314 who retires by rotation and being eligible offers himself for reappointment 3 To appoint M s S M Daga amp Co Chartered Accountants Firm Registration No 303119E as Auditors of the company and to authorise the Board to fix their remuneration AS SPECI AL BUSI NESS To Consider and if though fit to pas with or without modification s the following Resolution as an Ordinary Resolution 4 RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of Directors Rules 2014 including any statutory modification s or re enactment thereof for the time being in force Ms Pramina Suchanti
5. ervices like press release notifications in news papers magazines and digital advertising etc The amount being charged for the said services is as per media rate and quantum depends upon the business requirement of the Company The members are further informed that no member s of the Company being a related party or having interest in the resolution as set out at item no 5 shall be entitled to vote on this special resolution The Board of Directors recommends the resolution set forth in item no 5 for approval of the members Except Promoters Directors and their relatives to he extent of their shareholding interest in the Company no other director or Key Managerial Personnel or their relatives is concerned or interested financially or otherwise in passing of this resolution Prima Communications Ltd Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 primacommunicationsltd gmail com www primacommunications in CIN L65999WB1982PLC065038 ATTENDANCE SLIP PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL Joint shareholders may obtain additional slip at the venue of the meeting NAME ADDRESS JOINT HOLDER S NAME FOLIO DP ID amp CLIENT ID NO OF SHARES hereby record my presence at the Annual General Meeting of the Company held at Pressman House 10A Lee Road Kolkata 700 020 on Wednesday 30 September 2015 a
6. f at the Annual General Meeting of the Company to be held on Wednesday 30 September 2015 at Pressman House 10A Lee Road Kolkata 700 020 at 1 00 pm and at any adjournment thereof in respect of such resolutions as are indicated below wish my above proxy to vote in the manner as indicated in the box below Resolutions For Against 1 Audited Financial Statements Reports of the Board of Directors and Auditors 2 Re appointment of Mr B G Pasari as Director who retires by rotation 3 Appoint the Auditors of the Company and to authorize the Board to fix their remuneration 4 Appointment of Ms Pramina Suchanti as Director 5 Approval of Related Party Transactions Affix Signature this day Oftest 2015 Signature of shareholder Revenue Stamp Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder Note 1 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 2 A Proxy need not be a member of the Company 3 A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10 of the total share capital of the Company carrying voting rights A member holding more than 10 of the total share capital of the Company carrying voting rights may appoint a
7. ge viz CSE Prima Communications Ltd 3 The Registrar of Members and Share Transfer Register of the company will remain closed from Thursday 24 September 2015 to Wednesday 30 September 2015 both days inclusive 4 The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 is annexed hereto Explanatory Statement pursuant to Section 102 of the Companies Act 2013 Item No 4 As per requirement of Clause 49 of the Listing Agreement Ms Pramina Suchanti DIN 00273736 was appointed as an Additional Director on 31 03 2015 and will hold office till the ensuing Annual General Meeting The Company has received a notice in writing from a shareholder together with deposit of requisite amount under Section 160 of the Companies Act 2013 proposing candidature of Ms Pramina Suchanti for the office of Director of the Company Ms Pramina Suchanti is the wife of Mr Navin Suchanti Director Brief resume of Ms Pramina Suchanti Ms Pramina Suchanti is a B A from Calcutta University and has 30 years experience in administration She is a Committee Member of International Marwari Federation She has shareholding interest in the Company Save and except Ms Pramina Suchanti and her relative to the extent of their shareholding interest if any in the company none of the other Directors except Mr Navin Suchanti Director Key Managerial Personnel of the Company their relatives are in any way concerned or interested financiall
8. ng Limited Ms Pramina Suchanti Director is promoter with shareholding interest in Pressman Advertising Limited Mr B G Pasari Director is act as CFO in Pressman Advertising Ltd Prima Communications Ltd RESOLVED THAT the Board of Directors and or a Committee thereof be and is hereby authorised to do or cause to be done all such act matter deeds and things and to settle any queries doubts that may arise with regard to any transaction with the related party and execute such agreements documents and writings and to make such filings as may be necessary or desirable for the purpose of giving effect to this resolution in the interest of the Company Registered office For amp on behalf of the Board Pressman House 10A Lee Road Kolkata 700 020 Dr Niren Suchanti Director Date 28 May 2015 Place Kolkata NOTES 1 A member entitled to attend and vote is entitled to appoint a proxy to attend and on poll to vote in his stead Proxy need not be a member Proxies in order to be valid should be lodged at the registered office of the company not later than 48 hours before the meeting 2 Voting through electronic means In compliance with provisions of Section 108 of the Companies Act 2013 Rule 20 of the Companies Management and Administration Rules 2014 as amended by the Companies Management and Administration Amendment Rules 2015 and Clause 35B of the Listing Agreement the Compan
9. ote e voting or voting at the AGM through ballot paper Mr Deepak Daga Chartered Accountant 11 Clive Row Kolkata 700 001 has been appointed as the Scrutinizer to scrutinize the voting and remote e voting process in a fair and transparent manner The Chairman shall at the AGM at the end of discussion on the resolutions on which voting is to be held allow voting through ballot paper with the assistance of scrutinizer for all those members who are present at the AGM but have not cast their votes by availing the remote e voting facility The Scrutinizer shall after the conclusion of voting at the Annual General Meeting will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e voting in the presence of at least two witnesses not in the employment of the Company and shall make not later than three days of the conclusion of the AGM a consolidated scrutinizer s report of the total votes cast in favour or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith xii The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www primacommunications in_ and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing The results shall also be immediately forwarded to the listed stock exchan
10. stitutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to smd deepak gmail com with a copy marked to evoting nsdl co in B In case a Member receives physical copy of the Notice of AGM for members whose email IDs are not registered with the Company Depository Participants s or requesting physical copy i Initial password is provided in the enclosed Annexure with this AGM Notice ii Please follow all steps from SI No ii to SI No xii above to cast vote C Other Instructions Vi In case of any queries you may refer the Frequently Asked Questions FAQs for Members and remote e voting user manual for Members available at the downloads section of www evoting nsdl com or call on toll free no 1800 222 990 If you are already registered with NSDL for remote e voting then you can use your existing user ID and password PIN for casting your vote You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut off date of 23 September 2015
11. t 1 00 pm and any adjournment thereof Shareholders Proxy s Signature Shareholders Proxy s full name In block letters To be signed at the time of handing over the slip ELECTRONIC VOTING PARTICULARS EVEN USER ID Password Electronic Voting Event Number 103281 Please refer to e voting instructions at the Notice of the AGM before voting electronically The e voting facility will be available during the following voting period Remote E voting Starts On 27th September 2015 at 09 00 A M IST Remote E voting Ends On 29th September 2015 at 05 00 P M IST Prima Communications Ltd Regd Office Pressman House 10A Lee Road Kolkata 700 020 T 033 40310810 F 033 40310813 primacommunicationsltd gmail com www primacommunications in CIN L65999WB1982PLC065038 FORM NO MGT 11 PROXY FORM Pursuant to Section 105 6 of the Companies Act 2013 read with Rule 19 3 of the Companies Management and Administration Rules 2014 Name of the member s Email ID Address Folio No DP ID amp Client ID I We being the member s of shares of Prima Communications Ltd hereby appoint Lr recreare teeter ecco Aetete Ol oth Ae eed havingemailid or failing him 2 Ola arso AT 2 ae havingemailid or failing him Bie fee re lt Orn 8 fe a havingemailid 222 and whose signature s are appended below as my our proxy to attend and vote on a poll for me us and on my our behal
12. te that the password is an initial password ii Open the internet browser by typing the following URL https www evoting nsdl com ili Click on Shareholder Login iv If you are already registered with NSDL for remote e voting then you can use your existing user ID and password PIN for casting your vote If you forgot your password you can reset your password by using Forgot User Details Password option available on www evoting nsdl com or contact NSDL at the following toll free no 1800 222 990 v If you are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password vi The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential vii Once the e voting home page opens click on e voting gt Active Voting Cycles vili Select EVEN E Voting Event Number of Prima Communications Ltd Now you are ready for e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently xii In
13. y is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting AGM by electronic means and the business may be transacted through e Voting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM remote e voting will be provided by National Securities Depository Limited NSDL The members who have cast their vote by remote e voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again The remote e voting period commences on 27 09 2015 9 00 am and ends on 29 09 2015 5 00 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 23 09 2015 may cast their vote by remote e voting The remote e voting module shall be disabled by NSDL for voting thereafter Prima Communications Ltd Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently V The process and manner for remote e voting are as under A In case a Member receives an email from NSDL for members whose email Ids are registered with the Company Depository Participants s i Open email and open PDF file with your Client ID or Folio No as password The said PDF file contains your user ID and password PIN for remote e voting Please no
14. y or otherwise in the resolution set out in Item No 4 of the Notice The Board recommends the Resolution set out at Item No 4 of the Notice for approval by the members Prima Communications Ltd Item No 5 The Companies Act 2013 aims to ensure transparency in the transactions and dealings between the related parties of the Company The provisions of Section 188 1 of the Companies Act 2013 that govern the Related Party Transactions requires that for entering into any contract or arrangement as mentioned herein below with the related party the company must obtain prior approval of the Board of Directors In accordance of provisions of the Companies Act 2013 the Board of Directors of your Company has approved the proposed transactions along with annual limit that your company may enter into with the related parties as defined under Section 2 76 of the Companies Act 2013 Name of the Related Party Name of the Director KMP who is related and their nature of relationship Dr Niren Suchanti and Mr Navin Suchanti Directors are Pressman Advertising Ltd common Directors and promoters with shareholding interest in Pressman Advertising Ltd Ms Pramina Suchanti Director is promoter with shareholding interest in Pressman Advertising Ltd Mr B G Pasari Director is CFO in Pressman Advertising Ltd b Advertising PR and allied services The Company has entered into arrangement with Pressman Advertising Ltd for availing s
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