BHAGAWATI OXYGEN LIMITED
Contents
1. Scrutinizer after scrutinising the votes cast at the meeting polling and through remote e voting will not later than three days of conclusion of the meeting make a consolidated scrutinizer s report and submit the same to the Chairman of the meeting The results declared along with the consolidated scrutinizer s report shall be placed on the website of the company www globalbol com and on the website of evoting nsdl co in The result shall simultaneously be communicated to the Stock Exchange viii Subject to receipt of requisite number of votes the resolution shall be deemed to be passed on the date of meeting i e September 18 2015 6 Members are requested to intimate to the Company change if any in their registered address along with pin code and post office 7 For any further information regarding accounts intimation may be given to the Company in writing at least 10 days in advance from the date of the aforesaid meeting so as to enable the management to keep the information ready 8 Members attending the Annual General Meeting are requested to bring their copies of Annual Report 9 Only registered members carrying the attendance slip and proxies registered with the Company will be permitted to attend the meeting j 10 Members who hold shares in the dematerialized form are requested to bring their Depository ID Number and Client ID numbers to facilitate easier identification of attendance at the Annual General Meeting 11 Memb2. and Protection Fund Uploading of information regarding unpaid and unclaimed amounts lying with companies Rules 2012 the Company has nil amount unpaid and unclaimed with the Company as on 3rd September 2014 date of last Ann ual General Meeting and the company has declared the same with the Ministry of Corporate Affairs website 15 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 details to the Company R amp T agent 16 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 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 ITEM NO 4 As per the provisions of Section 149 1 of the Act the Company should have at least one Women Director Accordingly Smt Jaya Sharma was appointed on 31st March 2015 as an Additional Director of the Company by the Board of Directors pursuant to the provisions contained in Article 82 1 amp 82 2 of the Articles of Association of the Company and section 161 of the Companies Act 2013 Acco
3. be excluded for the purpose of calculating total number of Directors who are liable to retirement of rotation Hence to comply the aforesaid provision of the Company Act 2013 existing Clause 100 of The Article of Association shall be altered in the following manner 100 The Company in General meeting or the Directors may at any time appoint one or more Directors as Managing Director or Whole Time director on such remuneration terms and Condition as may be decided by them on such meeting All directors including Whole time and Managing Director shall be liable to retire by rotation subject to provision of the Companies Act 2013 The Board therefore recommends the Special Resolution set out at item no 5 of the Notice for your approval None of the Director Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No 5 REGD OFF Sector 25 Plot 5 Ballabgarh 121004 Haryana Phone 282 32006 CIN No L74899HR1972 PLC 006203 DEL OFF S 492 A Greates Kailash 1 N Delni 110048 Ph 011 46517247 Fax 2923 0698 Cable LAMERE Tetex 03174265 WORKS P O Moubhandar Ghatsila Near indian Copper Complex Dist Singhbhum 832303 Jharkhand Ph 9308121740
4. 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 viii Select the relevant EVEN E Voting Event Number of BHAGAWATI OXYGEN LIMITED on which you chose to vote 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 ne 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 Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDE IPG 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 shawmanoj2003 gmail com with a copy marked to evoting nsdl co in xiii In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com xiv You can also update your mobile number and e mail id in the user profile detail of the folio which may be used for sending future communication s REGD OFF Sector 25 Plot 5 Ballabgarh 121004 H
5. the Board of Directors in consultation with the said Auditor SPECIAL BUSINESS 4 To consider and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION RESOLVED THAT pursuant to the Provision of Section 149 152 read with Schedule IV and all other applicable provisions of the Companies Act 2013 and the Companies Appointment and Qualification of Director Rules 2014 including any Statutory modification s or re enactment thereof for the time being in force Mrs Jaya Sharma DIN 07135989 who was appointed as an Additional Director of the Company by the Board of Directors with effect from 31 March 2015 in terms of Section 149 1 of the companies act 2013 pursuant to clause 82 1 and 82 2 of Articles of Association of the Company read with Section 161 1 of the Act to hold office until the next Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director be and is hereby appointed as Director of the Company 5 To consider and if thought fit to pass with or without modification s the following resolution as a SPECIAL RESOLUTION RESOLVED THAT pursuant to the provision of Section 14 and all other applicable provision of the Companies Act 2013 read with rules made thereunder and Schedule I of the said Act including any statutory modif
6. ATGHAR BHAGAWATI OXYGEN LIMITED 67 PARK STREET KOLKATA 700 016 INDIA E mail bol cal3 vsni net in bolkol eth net Notes f 1 A member entitled to attend and vote at the Annual General Meeting the Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company The instrument appointing the proxy should hewever be deposited at the registered office of the Company not less than forty eight hours before the commencement of the meeting A person can act a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights 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 a proxy for any other person or shareholder 2 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 3 The Register of Members and Share Transfer Books of the Company will remain closed from 14th September 2015 to 18th September 2015 both days inclusive 4 The instrument of transfer completed in all respect together with requisite enclosure should be sent to the Company well in advance so as to reach the Company prior to closure of Register of Members 5 In compliance w
7. aryana Phone 282 32006 CIN No L74899HR1972 PLC 006203 DEL OFF 492 A Greater Kailash 1 N Delni 110043 Ph 011 45517247 Fax 2923 0698 Cable LAMERE Telex 03174255 WORKS P O Moubhandar Ghatsila Near Indian Copper Complex Dist Singhbhum 832303 Jharkhand Ph 9308121740 d Phone 2229 5472 8005 6257 air f 34 ott ai Fax 91 33 2217 2990 aa at at Cable ISPATGHAR BHAGAWATI OXYGEN LIMITED 67 PARK STREET KOLKATA 700 016 INDIA E mail bol cal3 vsni net in bolkol eth net xv Any person who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as on 11th September 2015 may obtain user login ID and password by sending a request at evoting nsdl co in or admin skylinerta com However if you are already registered with NSDL for e voting then you can use your existing user login 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 at the following toll free no 1800 222 990 B In case a Member receives physical copy of the Notice of AGM for Members whose email addresses are not registered with the Company Depositories i Initial password is provided in the enclosed ballot form EVEN E Voting Event Number user ID and password ii Please follow all steps from SI No ii to Sl No xiii above to cast vote On Other Inst
8. ers are informed that the scrip of the Company are activated both on CDSL and NSDL and may be dematerialized under the ISIN No INE026101010 12 Members holding shares in physical form can now avail the facility of nomination in respect of shares held by them The prescribed form can be obtained submitted to Registrar amp Share Transfer Agents of the Company R __ eee E REGD OFF S ctor 25 Plot 5 Ballabgarh 121004 Haryana Phone 282 32006 CIN No L74899HR1972 PLC 006203 DEL OFF S 492 A Greater Kailash 1 N Delmi 1100148 Ph 011 46517247 Fax 2923 0698 C able LAMERE Telex 03171255 WORKS P O Moubhandar Ghatsila Near Indian Copper Compl ex Dist Singhbhum 832303 Jharkhand Ph 9308121740 j r Phone 2229 5472 8005 6257 3A A at Fax 91 33 2217 2990 Ba ot AT Cable ISPATGHAR BHAGAWATI OXYGEN LIMITED 67 PARK STREET KOLKATA 700 016 INDIA E mail bol cal3 vsni net in boltkol eth net 13 In the light of the recent green initiative of the Governmentof India those members who have not yet registered their email ids are requested to register their email id s with their depository participants in case of shares held in demat form and those members holding shares in physica form to register their email id s with the R amp T agent We urge upon you to register the email id on priority and help the Company to support the nation in the green initiative 14 Pursuant to the provisions of Investor Education
9. ication s or re enactment thereof for the time being in force the existing Clause 100 of the Article of Association of the company be and is hereby altered by substitution of following new Clause 100 of the Article of Association of the Company as given below 100 The Company in General meeting or the Directors may at any time appoint one or more Directors as Managing Director or Whole Time director on such remuneration terms and Condition as may be decided by them on such meeting All directors including Whole time and Managing Director shall be liable to retire by rotation subject to provision of the Companies Act 2013 RESOLVED further that the Board of Directors of the Company be and is hereby authorized to do all acts deeds matters and things as may be necessary proper or expedient to give effect to this Resolution Registered Office By the Order of the Board Plot No 5 Sector 25 BHAGAWATI OXYGEN LIMITED Ballabhgarh Ritu Damani Haryana 121004 Company Secretary f 4 Date 30 May 2015 Ri by Daman REGD OFF S ctor 25 Piot 5 Ballabgara 121004 Haryana Phone 282 3200906 CIN No L74899HR1972 PLC 006203 DEL OFF S 492 A Greater Kailash 1 N Doelhi 110048 Ph 011 45517247 Fax 2923 0698 C able LAMERE Tetex 03171255 WORKS P O Moubhandar Ghatsila Near Indian Copper Complex Dist Singhbhum 832303 Jharkhand Ph 9308121740 Phone 2229 5472 8005 6257 air a at at Fax 91 33 2217 2990 aa oat at Cable ISP
10. ith the provisions of Section 108 of the Companies Act 2013 and Rule of the Companies Management and Administration Rules 2014 the Company is pleased to offer e Voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically Necessary arrangements have been made by the Company with National Securities Depository India Limited NSDL to facilitate e voting E voting is optional and members shall have the option to vote either through e voting or in person at the general meeting The instructions for members for remote e voting are as under A In case a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories i Open the e mail and also open PDF file with your Client ID or Folio No 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 Open the internet browser and type the following URL https www evoting nsdl com iii Click on Shareholder Login iv If you are already registered with NSDL for e voting then you can use your existing user ID and password 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 initia 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
11. na Phone 2229 5472 8005 6257 3 ott at Fax 91 33 2217 2990 aa st at Cable ISPATGHAR BHAGAWATI OXYGEN LIMITED 67 PARK STREET KOLKATA 700 016 INDIA E mail bol cal3 vsni net in bolkol eth net NOISE TO THE MEMBERS Notice is hereby given that the 43 Annual General Meeting of M S BHAGAWATI OXYGEN LIMITED will be held on Friday i8 September 2015 at 11 00 AM at the Registered Office of the Company at Plot No 5 Sector 25 Ballabhgarh Haryana 121004 to transact the following business ORDINARY BUSINESS 1 To consider and adopt the Statement of Profit amp Loss Account for the year ended 31 March 2015 the Balance Sheet as at that date and the Reports of the Board of Directors and the Auditors thereon 2 To appoint a Director in place of Mr Suresh Kumar Sharma DIN 00041150 who retire by rotation at this Annual General Meeting and being eligible offers himself for re appointment 3 To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit to pass with or without modification s the following resolution as an ORDINARY RESOLUTION RESOLVED THAT M s Chaturvedi amp Company Chartered Accountants Firm Registration No 302137E be and is hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as maybe determined by
12. rding to the provisions of the said Article and the said Section she will hold office until the next Annual General Meeting of the Company As required under Section 160 of the above Act a notice has been received from a member signifying his intention to propose her as a candidate for the office of Director Smt Jaya Sharma being associated for a very long period with the industrial family and is having vast experience in the industrial field which will be beneficial to the Company It is therefore in the Company s interest that it should continue to avail of her services as member on the Board It is in the above circumstances that the resolution mentioned in this item of the notice is proposed to be passed and commended for your acceptance Except Mrs Jaya Sharma being the appointee none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No 4 ITEM NO 5 In accordance with the provision of Section 152 6 of the Companies Act 2013 unless the Articles of Association of the Company provides for retirement of all directors by rotation at least 3 3 of the total number of Directors shall be the persons whose period of office is liable to determination by retirement of Directors by rotation Also in terms of explanation to section 152 6 independent directors appointed in terms of section 149 of the Companies Act 2013 are to
13. ructions i The remote e voting period commences on Tuesday 15th September 2015 10 00 a m IST and ends on Thursday 17th September 2015 5 00 p m IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on September 11th 2015 may cast their vote electronically The remote e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently ii The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as September 11th 2015 iii Mr Manoj Prasad Shaw Practicing Company Secretary Membership No FCS 5517 has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner iv Facility for voting through polling paper shall be made available at the 43rd Annual General Meeting and members attending the meeting who have not already cast their vote by remote e voting shall be able to exercise their rights at the concerned meeting v Members who have cast their vote by remote e voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again vi Members of the Company holding shares either in physical form or in dematerialized form as on 11th September 2015 may opt for remote e voting or voting at the AGM through polling paper vii The
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