T. STANES AND COMPANY LIMITED

Transcription

1 T. STANES AND COMPANY LIMITED CIN: U02421TZ1910PLC shares@t-stanes.com Website: Registered Office: 8/23-24, Race Course Road, Coimbatore NOTICE is hereby given that the 107 th Annual General Meeting of the Company will be held on Wednesday, the 9 th August, 2017 at the Registered Office of the Company at Sri. S. Anantharamakrishnan Hall at 8/23-24, Race Course Road, Coimbatore at 3.00 P.M. to transact the following business:- ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) for the year ended 31 st March, 2017 and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution: RESOLVED THAT the Audited Financial Statements (including Consolidated Audited Financial Statements) of the Company including the Balance Sheet as at 31 st March, 2017, the Statement of Profit and Loss for the year ended on 31 st March, 2017, Statement of Changes in Equity for the period, Notes and the Cash Flow Statement for the year ended 31 st March, 2017 and the Report of the Directors and the Auditors thereon be and are hereby received and adopted. 2. To declare Dividend on Equity Shares and to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution: RESOLVED THAT (i) The Interim Dividend paid of ` 3.00 per share (30%) on the Equity Shares be and is hereby approved. (ii) A Final Dividend of ` 3.50 per share (35%) on the Equity Shares be declared and paid for the year ended 31 st March, To appoint a Director in place of Mr.A.Krishnamoorthy (DIN ) retiring by rotation and to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution: RESOLVED THAT Mr.A.Krishnamoorthy (DIN ), who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director. 4. To appoint a Director in place of Mr.P.S.Bopaiah (DIN ) retiring by rotation and to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution: RESOLVED THAT Mr.P.S.Bopaiah (DIN ), who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director. 5. To appoint auditors, fix their remuneration and 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 Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Fraser & Ross, Chartered Accountants (Firm Registration No S) be and are hereby re-appointed as Auditors of the Company for a period of five years, commencing from the financial year to hold office from the conclusion of this 107 th Annual General Meeting till the conclusion of the 112 th Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting) and that the Audit Committee / Board of Directors be and are hereby authorized to fix remuneration with applicable taxes and out-of-pocket expenses payable to them. 1

2 SPECIAL BUSINESS: 6. To approve the remuneration of the Cost Auditors for the Financial Year and 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 148 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed there under amended from time to time, M/s. S.Mahadevan & Co., Cost Accountants (Firm Registration Number ), appointed as Cost Auditors by the Board of Directors for the financial year for the conduct of Cost Audit with remuneration fixed at ` 1,00,000/- (Rupees One Lakh only) with applicable taxes and out-of-pocket expenses as recommended by Audit Committee be and is hereby ratified. 7. To approve the re-appointment of and remuneration payable to Mr.P.S.Bopaiah (DIN ) and, if thought fit, to pass with or without modification(s), the following resolution as a Special resolution: RESOLVED THAT pursuant to the provisions of Section 196 and 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or enactment(s) thereof for the time being in force and made from time to time) and the Articles of Association of the Company, Mr.P.S.Bopaiah (DIN ) be and is hereby re-appointed as the Whole-time Director of the Company for a period of two years with effect from 1 st December, 2016 on the following terms and conditions, by the Board of Directors, as recommended by the Nomination and Remuneration Committee. a) Period: Two years from 1 st December, He is liable to retire by rotation. b) Nature of Duties: His responsibilities will include the management and co-ordination of the operational activities of the Company including such other responsibilities as may be entrusted by the Board of the Company from time to time. c) Salary: ` 1,42,000/- (Rupees One Lakh Forty Two Thousand only) per month. d) Annual Performance Allowance: An annual performance allowance of a sum of ` 6,00,000/- or such other sums that may be decided by the Board of Directors subject to due recommendation by the Nomination and Remuneration Committee for each financial year. e) Perquisites: Perquisites to be allowed in addition to Salary and Annual Performance Allowance are listed below: I. Housing: Free Company owned furnished quarters will be provided. II. Special Allowance: ` 32,000/- per month. III. Service Allowance: ` 15,000/- per annum. IV. Medical Reimbursement: Medical expenses including premium applicable on a Medical Group Insurance plan incurred by the Whole-time Director for self, spouse, dependent parents and dependent children not exceeding one month s salary per annum. V. Leave Travel Concession: For the Whole-time Director and his family, not exceeding one month s salary per annum. VI. Club Fees: Fees for one club which will not include Admission and Life membership fees. VII. Personal Accident Insurance: Premium for cover as per the rules of the Company. VIII. Leave: As per rules of the Company. 2

3 IX. Car: The Whole-time Director shall be eligible for provision of car with driver. The Whole-time Director shall be entitled to all expenses including reimbursement of travelling and entertainment expenses incurred in the course of the Company s business, which shall not be treated as a perquisite. All the above perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rules, the perquisites shall be evaluated at actuals. He is not entitled to Sitting Fees. Apart from the remuneration aforesaid: The Whole-time Director shall be eligible for telephone, mobile and other communication facilities at residence and these will not be considered as perquisites. Any variation in the salary and the above perquisites or any other perquisites as may be recommended by the Nomination and Remuneration Committee and approved by the Board from time to time, subject to the overall ceiling under applicable provisions of the Companies Act, Minimum Remuneration: In the event of absence or inadequacy of profits in any financial year, during the tenure of the Whole-time Director, the Salary, Allowance and the Perquisites, as specified above, would be admissible as Minimum Remuneration, subject to the overall Ceiling provided in the relevant schedule to the Companies Act during the tenure of this appointment with an authority to the Board to vary/modify the remuneration from time to time within such ceiling. Termination: The contract can be terminated by either party by giving three months notice. Memorandum of interest: None of the Directors, Key Managerial Personnel including their relatives except Mr.P.S.Bopaiah are interested or concerned in the appointment. 8. To approve payment of Commission to non-executive Directors and 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 Sections 149(9), 197 and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, a sum not exceeding one percent (excluding applicable taxes) per annum of the net profits of the Company, calculated in accordance with the provisions of Section 198 of the Act, in addition to the sitting fees for attending the meeting(s) of the Board of Directors of the Company or any Committee thereof, be paid to and distributed amongst the non-executive Directors of the Company or some or any of them in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors for each and every financial year commencing 1 st April, Chennai Dated: 25 th May, 2017 By order of the Board G.Ramakrishnan Company Secretary 3

4 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) 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. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE COMPANY S REGISTERED OFFICE, DULY FILLED AND SIGNED, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE MEETING.(i.e., BY 3.00 P.M. ON MONDAY, THE 7 TH AUGUST, 2017). PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, ETC., MUST BE SUPPORTED BY APPROPRIATE RESOLUTION / AUTHORITY, AS APPLICABLE. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. IN CASE A PROXY IS PROPOSED TO BE APPOINTED BY A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS, THEN SUCH PROXY SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 2. The relative Statement of Material Facts pursuant to Section 102 of the Companies Act, 2013 in respect of the Special business under Item Nos. 6, 7 and 8 of the Notice, is annexed hereto and forms part of this NOTICE. 3. Members / Proxies / Authorised Representatives are requested to bring the Attendance Slip enclosed with the Notice, duly completed with the details of DP ID and Client ID / Folio No. and signed duly for attending the meeting. Copies of the Annual Report or Attendance Slip will not be made available at the meeting venue. 4. The Register of Members and Share Transfer Books of the Company will be closed from Thursday, the 3 rd August, 2017 to Wednesday, the 9 th August, If the Final Dividend, as recommended by the Board of Directors, is approved at the Annual General Meeting, payment of such dividend will be made after 9 th August, In respect of Shares held in Physical form, dividend will be paid to beneficial owners of the shares, whose name appear in the Register of Members of the Company, after giving effect to all valid transfer lodged with the Company / Registrar at the end of business hours on the 2 nd August, In case of Electronic form, dividend will be paid to the beneficial owners, as per the details furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the close of business hours on the 2 nd August, Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name, e- mail address, contact numbers, etc., to their Depository Participant (DP) ONLY. Changes intimated to the DP will then be automatically reflected in the Company s records, which will help the Company and the Company s Registrars and Transfer Agents, M/s. Integrated Registry Management Services Private Limited (IRMSPL), to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to M/s. Integrated Registry Management Services Private Limited (IRMSPL), 2nd Floor, Kences Towers, No.1-Ramakrishna Street, North Usman Road, T.Nagar, Chennai Members holding shares in physical form are requested to consider for converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Registrar for assistance in this regard. 8. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or Registrar, the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be returned to such Members, after making requisite changes thereon. 4

5 9. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. 10. Members holding Shares in electronic form are requested to submit their Permanent Account Number (PAN) to their Depository Participants, with whom they maintain their demat accounts. Members holding Shares in physical form should submit their PAN to the Company. 11. Members holding Shares in single name are advised to make a nomination in the prescribed form SH- 13 in respect of their shareholding in the Company. Members holding shares, in Physical form should file their nomination(s) with the Company or the share transfer registrars (IRMSPL) and if shares are held in Demat mode, the nomination form should be filed only with their Depository Participant. 12. Members desirous of seeking any information with regard to the Financial Statements are requested to write to the Company at an early date, so as to enable the Management to keep the information ready for the meeting. 13. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 205A, 205C and other applicable provisions, if any, of the erstwhile Companies Act, 1956 and also Pursuant to Section 124 of the Companies Act, 2013, all unclaimed / unpaid dividend, as applicable, remaining unclaimed/unpaid for a period of seven years from the date they became due for payment, in relation to the Company have been transferred to the IEPF established by the Central Government. The details of the same are displayed in the Website of the Company. Members who have not yet en-cashed their dividend warrant(s) pertaining to the Final Dividend for the financial year and onwards issued by the Company are requested to make their claims without any delay to Company. It may be noted that the unclaimed Final Dividend for the financial year declared by the Company on 27 th August, 2010 can be claimed by the Shareholders on or before 26 th August, Transfer of Equity Shares to IEPF Authority: Pursuant to the provisions of Section 124 of the Companies Act, 2013 and IEPF Rules as amended from time to time, all shares on which the Dividend has not been paid or claimed for seven consecutive years or more, shall be transferred to the IEPF Authority, in compliance with the procedure laid down under the Rules. Members are requested to take a note of the same and claim their unclaimed dividends, if any, immediately to avoid transfer of underlying shares to IEPF Authority. The shares transferred to IEPF Authority can be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the Rules. Voting: All Beneficial Owners whose names are recorded in the Register of Members of the Company as on the cut-off date, i.e., 2 nd August, 2017, are eligible to cast their vote either by availing the facility of remote E-voting or through Postal Ballot enclosed with the Notice. E-voting: In compliance with the provisions of Section 108 of the Companies Act, 2013, to be read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by National Securities Depository Limited (NSDL), on all resolutions set forth in this Notice. 5

6 The instructions for e-voting are as under: A. In case a Member receives an from NSDL (for Members whose addresses are registered with the Company/Depositories): (i) Open the and also open PDF file namely tstanes e-voting.pdf 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: (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 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 > Active E-voting Cycles. (viii) Select EVEN (E-Voting Event Number) of T.Stanes and Company Limited as appearing in the Attendance Slip. 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) Institutional 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 who are authorized to vote, to the Scrutinizer through to madhu@ksrandco.in 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 B. In case a Member receives physical copy of the Notice of AGM (for Members whose addresses are not registered with the Company/Depositories): (i) (ii) Initial password is provided in the enclosed ballot form: EVEN (E-voting Event Number), user ID and password. Please follow all steps from Sl. No. (ii) to Sl. No. (xiii) above, to cast vote. (iii) Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the Forgot Password option available on the site to reset the password. 6

7 C. Other Instructions: (i) (ii) The e-voting period commences on Saturday, the 5 th August, 2017 at A.M. and ends on Tuesday, the 8 th August, 2017 at P.M. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on 2 nd August, 2017, may cast their vote electronically. The e-voting module shall be disabled by NSDL for e-voting thereafter. Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently. Any person who acquires shares of the Company and becomes member of the Company after despatch of the Notice of AGM and holding shares as on the cut-off date i.e., Wednesday, the 2 nd August, 2017, may obtain login ID and password by sending a request at evoting@nsdl.co.in However, if you are already registered with NSDL for remote e-voting, then you can use your existing password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password option available on (iii) Members who do not have access to e-voting facility have the option to cast their vote through Ballot by Post. A self-addressed envelope with the address of the Scrutinizer is kept along with the Annual Report to enable the Shareholders to forward the Ballot by Post duly filled in all respects to the Scrutinizer. The duly completed Ballot by Post shall reach the Scrutinizer not later than 8 th August, 2017(05.00 P.M.). (iv) Members have the option to request for physical copy of the Ballot by Post by sending an to shares@t-stanes.com with a copy to g.ramakrishnan@t-stanes.com by mentioning their DP ID and Client ID / Folio No. However, the duly completed Ballot by Post should reach the Scrutinizer not later than 8 th August, 2017 (05.00 P.M.). (v) Ballot by Post received after this date (viz. 8 th August, 2017) will be treated as invalid by the Scrutinizer. (vi) The voting rights of Members shall be in proportion to their shares of the paid up equity Share Capital of the Company held as on 2 nd August, The voting rights of Members for voting through Ballot by Post will also be in proportion to their shares of the paid up equity Share Capital of the Company as on 2 nd August, (vii) Mr. C.V.Madhusudhnan, Partner, M/s KSR & Co Company Secretaries LLP has been appointed by the Board of Directors as the Scrutinizer for voting at 107 th Annual General Meeting, e-voting and Ballot by Post processes. The Scrutinizer will also scrutinize the e-voting process (including the Ballot by Post received from the Members who do not have access to the e-voting process) in a fair and transparent manner. (viii) A Member can opt for only one mode of voting. i.e., either through e-voting or Ballot by Post. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot by Post shall be treated as invalid. (ix) The facility for voting, either through electronic voting system or Ballot shall also be made available at the meeting and Members attending the meeting, who have not already cast their vote by remote e-voting or Ballot by Post, shall be able to exercise their right at the meeting. (x) The Members who have cast their vote by remote e-voting or Ballot by Post prior to the meeting may also attend the meeting, but shall not be entitled to cast their vote again. (xi) The Scrutinizers shall immediately after the conclusion of the voting at the Annual General Meeting, first count the votes cast at the meeting, 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 also count the votes cast through Ballot by Post and make a Scrutinizer s Report of the votes cast in favour or against, if any. The consolidated report will be submitted to the Chairman / Whole-time Director not later than three days of the conclusion of the meeting. 7

8 (xii) The Chairman / Whole-time Director will declare the results of voting forthwith upon receipt of report from the Scrutinizer and the same shall be immediately placed on the Company s website and on the website of NSDL (xiii) All documents referred to in this Notice of 107 th Annual General Meeting and the Statement of Material Facts shall be open for inspection at the Registered Office of the Company during normal business hours (i.e A.M. to 5.30 P.M.) on all working days and including the date of the 107 th Annual General Meeting of the Company. Chennai Dated : 25 th May, 2017 By order of the Board G. Ramakrishnan Company Secretary 8

9 Item No.6: STATEMENT OF MATERIAL FACTS IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31 st March, 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 Shareholders of the Company. Accordingly, the consent of the Members as set out at Item No.6 of the Notice is required for the remuneration payable to the Cost Auditors for the Year ending 31 st March, None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.6 of the Notice. The Board recommends the Ordinary Resolution set out at Item No.6 of the Notice for approval / ratification by the Shareholders. Item No.7: The Board of Directors of the Company at the meeting held on 8 th November, 2016 has re-appointed Mr.P.S.Bopaiah, aged 65 years, as a Whole-time Director for a period of two years with effect from 1 st December, Mr.P.S.Bopaiah holds a Bachelor s Degree in Botany. He joined the Company in July, 1975 and held various positions in the Company, mainly in agro-marketing activities and Consumer & Industrial Products Division. Mr.P.S.Bopaiah is concerned and interested in the resolution. None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.7 of the Notice. The Board recommends the Special Resolution set out at Item No.7 of the Notice for approval by the Shareholders. Item No.8: As per the provisions of Sections 149(9) and 197 of the Companies Act, 2013, a commission not exceeding 1% of the net profits computed as per the provisions of the Companies Act, 2013 could be paid to such Nonexecutive Directors (including Independent Directors) for their contribution. The specific approval of the Members is being sought by means of Ordinary resolution for payment of commission for such Non-executive Directors for each and every financial year commencing from 1 st April, All the non-executive Directors and their relatives are deemed to be interested in the resolution. None of the Whole-Time Directors or Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the said resolution. The Board recommends the Ordinary Resolution set out at item No.8 of the Notice for approval by the Shareholders. By order of the Board Chennai Dated : 25 th May, 2017 G. Ramakrishnan Company Secretary 9

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