4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Transcription

1 JANAM MULTIMEDIA LIMITED Registered Office: XII/613/18, G1, Ruby Enclave, Pottayil Lane, Poothole P.O., Thrissur CIN: U92100KL2007PLC Phone: Web: NOTICE TO THE 10 TH ANNUAL GENERAL MEETING Notice is hereby given that the 10 th Annual General Meeting of the members of JANAM MULTIMEDIA LIMITED will be held on Friday, the 28 th day of September 2018 at a.m., at Hotel Merlin International, Near Railway Station, Poothole P.O., Thrissur to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2018, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date together with Report of the Board of Directors and Auditors thereon. 2. To appoint a Director in place Mr. Murali Nellayikunnath Parameswaran (DIN : ) who retires by rotation as per Article 94 of the Articles of Association of the company and being eligible, offers himself for re-appointment. 3. To appoint a Director in place Mr. Viswaroopan Peedikaparambil (DIN : ) who retires by rotation as per Article 94 of the Articles of Association of the company and being eligible, offers himself for reappointment. 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 provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 (the Act ) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Anil Aryan & Associates (Firm Registration Number : S), Chartered Accountants, Flat 2A, Top Homes, Press Club Road, Thrissur be and is hereby appointed as Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the 15 th Annual General Meeting, for the financial year ending 31 st March 2023 (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) on such remuneration as may be determined by the Board of Directors. By order of the Board of Directors Thrissur P. Viswaroopan Managing Director (DIN: )

2 Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the company. A person can act as a proxy on behalf of a maximum of 50 members and holding in aggregate not more than 10% of the total share capital of the company. A member holding more that 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy, provided that the person does not act as proxy for any other person or shareholder. The instrument appointing a proxy, in order to be effective, shall be deposited at the Registered Office of the company not less than 48 hours before the time fixed for holding the meeting and in default, the instrument of proxy shall not be treated as valid. 2. During the period beginning 24 hours before the time fixed for the commencement of the Annual General Meeting and until the conclusion of the meeting, a member would be entitled to inspect proxies lodged during the business hours of the company, provided that not less than three days notice in writing is given to the company 3. Any member intending to propose him or some other member as a director to the vacancy of director vacating at the Annual General Meeting, should give a notice in writing not less than 14 days before the meeting at the registered office of the company signifying the candidature under Section 160 of the Companies Act 2013 along with a deposit of one lakh rupees along with the consent of the candidate in Form DIR-2 at the registered office of the company. 4. Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting. 5. Members may please note that there is a facility for nomination, in the prescribed form (Form No. SH-13), of any person to whom shares in the Company held by such Member shall vest in the event of his / her death. 6. Members should notify the changes in their address immediately to the company giving full details in block letters with PIN Code and Post Office along with address proof and photo identity proof. 7. In case of Joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 8. Members/proxies should produce the attendance slip at the venue of the meeting. 9. In terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended, the Company is providing the remote e-voting (e-voting from a place other than venue of the AGM) facility through Central Depository Services (India) Limited (CDSL) as an alternative, for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the Annual General Meeting of the Company (the AGM Notice). The detailed instructions specifying how to exercise their right to vote by electronic means (e-voting facility) on any or all of the business specified in the AGM Notice has been attached with notice separately. 10. In terms of Section 101 of the Companies Act 2013 read with Rule 18 of the Companies (Management & Administration) Rules, 2014, a company may give notice through electronic mode addressing to the persons entitled to receive such as per the records of the company, provided the company shall provide an advance opportunity at least once in a financial year, to the member to register his address and change therein and such request may be made by only those members who have not got their ID recorded or to update a fresh ID and not from the members whose IDs are already registered. In view of the above, the company hereby requests members who have not updated their IDs, to update the same with the company. 11. Shareholders desiring any information as regards the Accounts are required to write to the Company at least seven days in advance of the meeting so that the information, to the extent practicable, can be made available at the meeting 12. A route map together with prominent land mark for easy location of the venue of the meeting is attached herewith.

3 Location Map of Hotel Merlin International, Near Railway Station, Poothole P.O., Thrissur , being venue of the 10 th Annual General Meeting scheduled on Thursday, the 28 th day of September 2018 at 11:00 a.m.

4 The instructions for shareholders voting electronically are as under: 1. The remote voting period begins on 25/09/2018 at 9:00 AM and ends on 27/09/2018 at 5 PM. During this period shareholders of the Company may cast their vote electronically. The Company has fixed 21/09/2018 as the cutoff date for determining voting right of shareholders entitled to participate in the e-voting process. 2. Once the vote on a resolution is cast by the Members, the member shall not be allowed to change it subsequently. 3. The facility for voting through ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting; 4. The 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. 5. Shri. Krishnakumar M, Practicing Company Secretary, 2nd Floor Namichithra, C.R.Iyyunni Road, Behind St.Thomas College Hostel, Thrissur , Kerala, has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 6. The Results of voting shall be declared forthwith by the Managing Director or a person authorized by him. The Results declared along with the Scrutinizer s Consolidated Report shall be placed on the Company s website and on the website of CDSL. 7. For availing the e-voting facility, the Shareholders should first logon to the e-voting website Select the SHAREHOLDERS Tab on the right side of the page. Now Enter your User ID. User ID will be your FOLIO Number. Example your folio number registered with the company is 222, enter folio number as JTV222 in the column provided. [ JTV should enter in capital letter before your folio number ] Now enter the Image verification code displayed on the box and click on LOGIN. A column to enter your PAN number will appear. In this column, the total numbers of characters are 10. Shareholders are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field IN CAPITAL LETTER. [ SEQUENCE NUMBER WILL THE SERIAL NUMBER PRINTED ON THE ADDRESS SLIP of your envelop] In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. In the column to enter Dividend Bank Details, enter the NUMBER OF SHARES. The column to enter Date of Birth may be left blank. After filling up all the above details, click on SUBMIT tab. You will reach the Company selection screen. Click on the EVSN for choosing the Company name <Janam Multimedia Limited>. On the voting page, you will see RESOLUTION DESCRIPTION and against the same you can see the options YES/NO for voting decision. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. 1

5 After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will appear. If you wish to confirm your vote, click on OK, or else to change your vote, click on CANCEL and accordingly modify your vote and do the same procedure. Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. Click the Click here to print link to print the vote casted by you. Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates. For any assistance, you may contact the office of M/s CDSL (India) Limited at the tel # (Monday - Friday: 10:00 AM to 6.15 PM and Saturday: 10:00 AM to 2:00 PM) or to helpdesk.evoting@cdslindia.com. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. Or contact on Ph: id of the company is cs@janamtv.com 8. The following person shall be responsible to address grievances concerned with facility for remote e-voting: Contact Name Mr. Rakesh Dalvi, Designation - Manager, Address - Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg, Lower Parel, Mumbai Contact No id - helpdesk.evoting@cdslindia.com. 2