LOKNETE BABURAO PATIL AGRO INDUSTRIES LIMITED CIN: …. Vinita Rajan Patil – Director, Ms....

LOKNETE BABURAO PATIL AGRO INDUSTRIES LIMITED CIN: U15400PN2012PLC141952

Regd. Off.: Laxminagar, Angar, Taluka Mohol, Solapur 413214 Tel.: (02189) 248699, 248799 Email Id: [email protected]

NOTICE

Notice is hereby given that the 7th Annual General Meeting (AGM) of the Members of the Loknete Baburao Patil Agro Industries Limited (The “Company”) will be held on Wednesday, 26th September, 2018 at 2:00 p.m. at its Registered Office situated at Laxminagar, Angar, Taluka Mohol, Solapur - 413214 to transact the following business:

ORDINARY BUSINESS:

1. To receive ,consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2018, together with the Reports of the Board of Directors and the Auditors thereon

2. To declare dividend @ Rs. 0.5 per Preference Share of the Company

3. To appoint a Director in place of Ms. Rutuja Rajan Patil (DIN: 07283583), Director of the Company, who retires by rotation and, being eligible, seeks re-appointment

4. To appoint a Director in place of Ms. Vinita Rajan Patil (DIN: 03315535), Director of the Company, who retires by rotation and, being eligible, seeks re-appointment

SPECIAL BUSINESSES:

5. To ratify Cost Auditor’s remuneration for the Financial Year ending on 31st March, 2019 To consider and if thought fit, to pass with, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), payment of remuneration of an aggregate amount of Rs. 1,50,000/- ( Rupees One Lakh Fifty Thousand only) plus applicable Government Taxes plus travelling and out of pocket expenses at actual, payable to Mr. Vilas Kulkarni, Cost Accountant for conduct of audit of the cost records of the Company for the financial year ending 31st March, 2019 as approved by the Board of Directors of the Company, be and is hereby ratified and confirmed.”

6. Alteration in Object Clause and Capital clause of Memorandum of Association

NOTICE OF SEVENTH ANNUAL GENERAL MEETING

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To consider and if thought fit, to pass, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and rules made thereunder, Clause No. III (A) of the Memorandum of Association of the Company viz., ‘THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION’, be and is hereby altered by inserting the following new Sub-Clauses No. 6 and 7 after its existing Sub-Clause No. 5 as under:

Clause No. 6 To carry on the business of hotels, restaurants, taverns, refreshments and tea-rooms, cafes, milk and snack bars, road-house, auto-court, motels, beer-house, holiday camps, lodging houses, and to carry on business of contractors in foods, drink, provision, products, liquors, mild liquors, soft drinks for public amusement generally and for private and public functions Clause No. 7 To carry on the trade or business of dealing in and agents for lands, buildings, factories, house, flats and other residential, commercial, agricultural and mining properties and construct, maintain , renovate, decorate, and alter residential, commercial and industrial plots and properties and give them on lease rent or otherwise and to carry on business as real estate agents, and to arrange or undertake the sale, purchase or, advertise for sale or purchase, assist in selling or purchasing and find or introduce purchaser or vendors of and to manage land, building and other property whether belonging to the company or not, and to let any portion of any premises for residential, trade or business purposes, or other private or public purposes, and to collect rents, and income and to supply to tenants and occupiers and other refreshment clubs, public halls, messengers, lights, waiting rooms, reading room, meeting rooms, lavatories, laundry conveniences, electric conveniences garages and other advantages.

FURTHER RESOLVED THAT the existing clause no. 106 and No. V (ii) of the Memorandum of Association of the Company appearing below be deleted:

“Sub-clause 106”

“To establish, conduct, own manage and carry on the business of hotels, restaurants, taverns, refreshments and tea-rooms, cafes, milk and snack bars, road-house, auto-court, motels, beer-house, holiday camps, lodging houses, and to carry on business of contractors in foods, drink, provision, products, liquors, mild liquors, soft drinks for public amusement generally and for private and public functions.”


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“Clause V(ii)”

“The paid up capital of Company shall be minimum of Rs. 5,00,000/- (Rupees Five Lacs only)”

FURTHER RESOLVED THAT the other existing sub-clause nos. from 6 to 124 contained in Clause III (B) and (C) of the Memorandum of Association of the Company, be renumbered taking into account the above alterations accordingly.

FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.”

7. Approval for Related Party Transaction To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions if any, of the Companies Act, 2013 (the “Act”) read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the consent of the Audit Committee and Board of Directors vide resolutions passed in their respective meetings, consent of the Members of the Company be and is hereby accorded to enter into a contracts or arrangements with related parties of the Company as per details mentioned below.

Sr. No.

Transaction details

Name of the related party

Land area

Rate of Lease per sq. mtr.

Remark

1. Company to take a land on Lease basis

Mr. Vikrant Rajan Patil –

Managing Director and Relative of Directors

4,227.69 Sq. mtrs.

not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 %

every year

Term of Lease Deed

not exceeding 20 years


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2.

Company to take a land on Lease basis

Mrs. Rajashri Rajan Patil – Whole time Director and Relative of Directors

Jointly With

Mr. Ajinkyarana

Rajan Patil – Whole time Director and Relative of Directors

Jointly With

Mr. Rajan

Baburao Patil – Relative of

Director

70.00 Sq. mtrs.

not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 %

every year

Term of Lease Deed

not exceeding 20 years

for carrying on company’s business including proposed hotel, restaurant and accommodation business / constructing and renting out commercial complex, more particularly set out under item No. 6 of the Statement annexed to this Notice and that the Board of Directors be and is hereby authorized to do or cause to be done all such acts, deeds and things, settle any queries, difficulties, doubts that may arise with regard to transaction with the related party, finalise the terms and conditions as may be considered necessary, expedient or desirable and execute such agreements, documents and writings and to make such filings as may be necessary or desirable, in order to give effect to this Resolution in the best interest of the Company."

8. Increase in maximum number of the Directors of the Company To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Members be and is hereby accorded to increase the maximum number of the Directors of the Company to the extent not exceeding 20 (Twenty) and accordingly make necessary alterations in the Articles of Association of the Company wherever required.


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FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Articles of Association and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

9. Adoption of new set of Articles of Association To consider and if thought fit, to pass, the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such terms, conditions, amendments or modifications if any, as may be required or suggested by the Registrar of Companies and any other appropriate authorities, 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.

FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Articles of Association and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

10. Appointment of Mr. Ajinkyarana Rajan Patil as Whole-Time Director and payment of remuneration

To consider and if thought fit, to pass, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196 and 197 read with other applicable provisions and Schedule V of the Companies Act, 2013 (the Act) (including any statutory modification(s) or re-enactment thereof for the time being in force) and, the Articles of Association of the Company and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Ajinkyarana Rajan Patil (DIN: 07157512) in respect of whom, the Company has received a notice under Section 160 of the Act, be and is hereby appointed as the Whole Time Director of the Company, for a period of five years commencing from 22nd August, 2018 and ending on 21st August, 2023, not liable to retire by rotation, upon the terms and conditions including payment of salary, commission and other perquisites (excepting those which shall not form part of salary under Section IV of Part II of Schedule V of the Act) (hereinafter referred to as “remuneration”) as detailed in the statement pursuant to Section 102 of the Act attached


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hereto, paid / to be paid for a period of three years ending on 21st August, 2021, with authority to the Board of Directors to alter and vary the terms and conditions (including remuneration) of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Ajinkyarana Rajan Patil, subject to the condition that remuneration payable to Mr. Ajinkyarana Rajan Patil shall not exceed the overall ceiling of remuneration as provided under Section II of Part II of Schedule V of the Act or such other limits as may be prescribed from time to time.

FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to do all such acts, deeds and things (including making all necessary filings with the Registrar of Companies) and execute all such documents, instruments and writings as may be required.”

11. Appointment of Mr. Ashok Puroshottam Chavan as an Independent Director To consider and if thought fit, to pass, the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 149 and 152 of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 read with Schedule IV to the Act (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Ashok Puroshottam Chavan (DIN: 07957754), who was appointed by Board of Directors as an Additional Director (Independent Director) of the Company with effect from 05th October, 2017, pursuant to Section 161 of the Act and, who holds office as such up to the conclusion of this Annual General Meeting and who has given a notice in writing under Section 160 of the Act to the Company, proposing himself as a candidate for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from 05th October, 2017. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

12. Appointment of Mr. Shukracharya Babruvan Havale as an Independent Director To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 149 and 152 of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 read with Schedule IV to the Act (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Shukracharya Babruvan Havale (DIN:


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07957795), who was appointed by Board of Directors as an Additional Director (Independent Director) of the Company with effect from 05th October, 2017, pursuant to Section 161 of the Act and, who holds office as such up to the conclusion of this Annual General Meeting and who has given a notice in writing under Section 160 of the Act to the Company, proposing himself as a candidate for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from 05th October, 2017. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

13. Appointment of Mr. Madan Patil as Director To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and, the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Madan Patil (DIN: 07957758), who was appointed by Board of Directors as an Additional Director of the Company with effect from 05th October, 2017, in pursuance to Section 161 of the Act and, who holds office up to the conclusion of this Annual General Meeting, in respect of whom the Notice has received from him proposing himself candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as Non-executive Director of the Company, liable to retire by rotation. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

14. Appointment of Mr. Prakash Janardhan Chavare as Director To consider and if thought fit, to pass, the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and, the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Prakash Janardhan Chavare (DIN: 07957772), who was appointed by Board of Directors as an Additional Director of the


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Company with effect from 05th October, 2017, in pursuance to Section 161 of the Act and, who holds office up to the conclusion of this Annual General Meeting, in respect of whom the Notice has received from him proposing himself candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as Non-executive Director of the Company, liable to retire by rotation. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

15. Appointment of Mr. Sambhaji Chavan as Director To consider and if thought fit, to pass, the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and, the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Sambhaji Chavan (DIN: 07957778), who was appointed by Board of Directors as an Additional Director of the Company with effect from 05th October, 2017, in pursuance to Section 161 of the Act and, who holds office up to the conclusion of this Annual General Meeting, in respect of whom the Notice has received from him proposing himself candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as Director of the Company, liable to retire by rotation. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

16. Appointment of Mr. Sandip Tulshiram Pawar as Director To consider and if thought fit, to pass, the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and, the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including statutory modification(s) or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee of the Board, Mr. Sandip Tulshiram Pawar (DIN: 07957782), who was appointed by Board of Directors as an Additional Director of the Company with effect from 05th October, 2017, in pursuance to Section 161 of the Act and, who holds office up to the conclusion of this Annual General Meeting, in respect of


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which the Notice has received from him proposing himself candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as Non-executive Director of the Company, liable to retire by rotation. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to take all such steps and actions for the purpose of making all such filings and further to do all such acts and deeds, matters and things as may be deemed necessary to give effect to this resolution.”

By order of the Board of Directors For Loknete Baburao Patil Agro Industries Limited

Date: 22/08/2018 Place: Angar, Solapur

VIKRANT RAJAN PATIL Managing Director| DIN: 02450106


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NOTES :

1. A Member entitled to attend and vote at this AGM is entitled to appoint a Proxy to attend and vote, instead of himself/ herself/ itself and such Proxy need not be a Member of the Company. A copy of Proxy Form has been enclosed herewith.

2. The instrument appointing the Proxy, in order to be effective, must be received by the Company at the Registered Office not later than 48 hours before the commencement of the AGM. (On or before 24th September, 2018, 2.00 p.m.).

3. The Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), relating to Special Businesses to be transacted at the Seventh AGM is annexed hereto.

4. A person can act as a proxy on behalf of Members up to and not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. However, a Member holding more than 10% of the total share capital of the Company carrying voting rights, may appoint a single person as proxy and such a person shall not act as proxy for any other person or Member.

5. Corporate Members intending to send their authorized representatives to attend the

AGM are requested to send to the Company a certified copy of the Board resolution/ appropriate authorization document, authorizing their representative to attend and vote on their behalf at the AGM.

6. Members/ proxies are requested to bring duly filled in Attendance Slip along with their copies of the AGM Notice and Annual Report of the Company to the AGM. Members / Proxies / Authorised Representatives should carry valid ID proof such as PAN, Voter ID, Passport, Driving License, Aadhar card etc. along with duly filled Attendance Slip enclosed herewith for attending the AGM.

7. Members are requested to update their email addresses, with the Company, to enable the Company to send communications electronically.

8. Pursuant to Section 72 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, Members are entitled to make a nomination in respect of shares held by them in physical form. Members desirous of making a nomination are requested to send their requests in Form No. SH - 13 in duplicate (which will be made available on request) to the Company.

9. The Company has fixed Wednesday, 19th September, 2018 as the ‘Record Date’ for determining entitlement of Members to dividend.

10. Subject to the provisions of the Act, dividend if declared at the AGM on the preference

shares, will be paid within a period of 30 days from the date of declaration, to those Members (Preference Share holders) whose names appear on the Register of Preference shareholders as at the end 18th September, 2018.


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11. Members are hereby informed that pursuant to second proviso of Section 188 of the Act,

no Member of the Company shall vote on the resolution to approve any contract or arrangement which may be entered into by the Company if such Member is a related party.

12. Pursuant to Secretarial Standards on General Meeting (SS-2) issued by Institute of Company Secretaries of India (ICSI), information in respect of Directors seeking appointment at the AGM is furnished in statement under Section 102 of the Act, as required.

13. In case of joint holders attending the AGM, 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.

14. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

15. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which Directors are interested, under Section 189 of the Act, will be available for inspection at the AGM.

16. All documents referred to in the accompanying Notice and Statement under Section 102

of the Act shall be open for inspection by Members, physically or in electronic form, at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM.

17. Members desiring any information relating to the financial statements of the Company are requested to write to the Company at an early date, so as to enable the Company to keep the information ready at the AGM.

18. The detailed address of venue of AGM with route map and nearest landmark is attached herewith.

19. Pursuant to Section 110 of the Act, as amended by Companies (Amendment) Act, 2017, the businesses required to be transacted by Postal Ballot may be transacted at a General Meeting by a Company where the facility to Members to vote by electronic means under Section 108 of the Act has been provided and therefore the Company is not required to provide an option of voting by way of Postal Ballot Form.

20. Voting through electronic means: i) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule

20 of Companies (Management and Administration) Rules, 2014, as amended from


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time to time, the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-voting services. The facility of casting votes by the Members using an electronic voting system (‘Remote e-voting) is being provided by National Securities Depository System (NSDL).

ii) The facility for casting vote through Polling Paper shall be made available at the Meeting and the Members attending the Meeting who have not already cast their vote by remote e-voting shall ONLY be able to exercise their voting right at the AGM.

iii) The Members who had 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.

iv) Members can opt for only one mode of voting i.e. either by remote e-voting or Polling/Ballot Paper at AGM. In case Members cast their votes through both the modes, voting done by remote e-voting shall prevail and votes cast through Polling/Ballot Paper shall be treated as invalid.

v) The voting period shall begin on Sunday, 23rd September, 2018 at 9:00 a.m. and

shall end on Tuesday, 25th September, 2018 at 5:00 p.m. During this period shareholders of the Company, holding shares, as on cut-off date i.e. 19th September, 2018 may cast their vote electronically.

vi) The e-voting module shall be disabled by NSDL for voting thereafter.

vii) Procedure for e-voting:

A. In case a Member receives an email from NSDL [For Members whose email IDs are registered with the Company/Depositories]:

(a) Open email and open PDF file viz; “remote e-voting.pdf” with your Folio No. as password. The said PDF file contains your user ID and Password / PIN for remote e-voting. Please note that the Password is an initial Password / PIN.

(b) Open internet browser by typing the following URL: https://www.evoting.nsdl.com/

(c) Click on Shareholder – Login (d) Put User ID and Password as initial Password noted in step (a) above and

click Login. (e) Password change menu appears. Change the Password with new Password

of your choice with minimum 8 digits/characters or combination thereof. Note new Password. It is strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential.

(f) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.


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(g) Select “EVEN” (E-voting Event Number) of “Loknete Baburao Patil Agro Industries Limited”(The said number is provided at the end of the Attendance Slip enclosed herewith)

(h) Now you are ready for remote e-voting as Cast Vote page opens. (i) Cast your vote by selecting appropriate option and click on “Submit” and also

“Confirm” when prompted. (j) Upon confirmation, the message “Vote cast successfully” will be displayed. (k) Once your vote is cast on the selected resolution, it cannot be modified. (l) 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 (s) of the duly authorized signatory(ies) who is / are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected].

B. In case a Member receives physical copy of the Notice of the AGM [For Members whose email ID’s are not registered with the Company or requesting physical copy]

(a) User id and initial Password is provided at the bottom of the Attendance Slip for the AGM (b) Please follow all steps from Sl. No. (b) to Sl. No. (l) above, in order to successfully cast your vote.

viii) 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 download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

ix) 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 19th September, 2018.

x) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. 19th September, 2018 may obtain the login ID and Password by sending a request at [email protected] or at [email protected].

xi) 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.

xii) You can also update your Mobile no. and Email id in the user profile details of the folio which may be used for sending future communications.

xiii) Login to remote 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 ‘Forgot Password’ option available on the site to reset the same.


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xiv) A person, whose name is recorded in the Register of Members as on the cut-off date i.e. 19th September, 2018 shall only be entitled to avail the facility of remote e-voting or of voting at the AGM through Polling / Ballot Paper.

xv) Any person who is not a Member as on the cut off date should treat this Notice for information purposes only.

xvi) Mr. Vishvas Bokil, Partner, M/s Bokil Punde & Associates, Company Secretaries, has been appointed as the Scrutinizer to scrutinize remote e-voting process and voting at the AGM in a fair and transparent manner.

xvii) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of Polling / Ballot Paper for all those Members who are present at the AGM but have not cast their votes electronically by availing the remote e-voting facility.

xviii) It is hereby clarified that the manner in which Members have cast their votes, that is affirming or negating the resolution, shall remain secret and not available to the Chairman, Scrutinizer or any other person till the votes are cast in the AGM.

xix) For the purpose of ensuring that Members who have cast their votes through remote e-voting do not vote again at the AGM, the Scrutinizer shall have access, after the closure of period for remote e-voting and before the start of AGM, to details relating to Members such as their names, folios, number of shares held and such other information that the scrutinizer may require, who have cast votes through remote e-voting but not the manner in which they have cast their votes:

xx) The Scrutinizer shall immediately after the conclusion of voting at the Meeting, 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 of or against, invalid votes, if any, and whether the resolution (s) has / have been carried or not, to the Chairman or a person authorized by him in writing, who shall countersign the same and announce the result of the voting forthwith.

xxi) The Results declared along with the report of the Scrutinizer shall be displayed at the Registered Office address of the Company and on the website of the NSDL immediately after the result is declared by the Chairman.

xxii) Member having query / grievance pertaining to remote e-voting process can write to Mr. Raju Gaikwad, Manager, at the Registered Office of the Company at Laxminagar, Angar, Taluka Mohol, Solapur-413214 or contact him on +91 9922449846 or send email to [email protected].





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STATEMENT AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013: The following Statement sets out, in terms of Section 102 of the Companies Act, 2013, all material facts relating to Special Business mentioned under Item Nos. 5 to 16 of the accompanying Notice dated 22nd August, 2018: 5. To ratify Cost Auditor’s remuneration for the Financial Year ending on 31st March,

2019: The Board had approved the appointment Mr. Vilas Kulkarni, Cost Accountant as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2019. In accordance with the provisions of Section 148 of the Act 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 ratification of the remuneration payable to Cost Auditors for the financial year ending 31st March, 2019,.by way of an Ordinary Resolution as set out at Item No. 5 of the Notice.

None of the Directors/Managers/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. 5 of the Notice.

6. Alteration in Object Clause and Capital clause of Memorandum of Association: As per Companies Act, 2013 (the Act) a Company can carry on business which are stated in Main objects of the Memorandum of Association. Your Company, along with its present business activities, proposes to diversify into 1) hotel, restaurant and accommodation business 2) Property related business activities including setting up of commercial complex, mall etc. Initially it is proposed to set up a hotel in old Poona Naka, Murarji Peth, Tal-North Solapur Dist-Solapur.

The object of carrying on hotel, restaurant and accommodation business is stated in ‘Other Objects’ of Memorandum of Association of the Company. Accordingly, Memorandum of Association of the Company is proposed to be altered by inserting new object in the Main Object Clause and omitting an existing clause in Other Objects with respect to the same business activity.

Further, it is also proposed to undertake property related business such as letting out renting out properties, purchase and sale of properties etc. This activity is also proposed to be added in the Main Objects clause of the Memorandum of Association of the Company.


Page | 16

Further the requirement for minimum paid up capital has been done away with, under the Companies (Amendment) Act, 2015. Hence, clause V (ii) stating minimum paid up capital is proposed to be omitted from the Memorandum of Association of the Company.

A draft copy of the Memorandum of Association of the Company along with the proposed amendments is available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM.

Pursuant to Section 13 of the Act, approval of Members by way of a special resolution is required in General Meeting for alteration in Memorandum of Association. Accordingly, the Board of Directors recommends this resolution to be passed by the Members of the Company.

None of the Directors/ Managers/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.

7. Approval for Related-party Transaction Your Company proposes to carry on hotel, restaurant and accommodation business in Solapur city along with its present business activities. Board also identified a land in Solapur City, admeasuring 4,327 sq meters, which is located at a prime location. Majority Land is owned by the related parties as defined under Section 2(76) of the Companies Act, 2013. Some portion of land is owned by the persons other than related parties (hereinafter called as ‘Others’). Hence the details related to related parties are given herein. The Company intends to take this land on a lease basis from these related parties on the terms and conditions more particularly prescribed in the table appearing below and proposes to build a Hotel cum restaurant over there. The plan for its financing is yet to be finalised.

As per the provisions of Section 188(1) of the Companies Act, 2013 “Related Party Transactions” requires obtaining prior consent of the Board where transactions proposed to be entered into are not in the ordinary course of business or not on arms length basis and fall in the list of items referred therein and further are within threshold limits prescribed under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014, as amended.

Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014, as amended, requires taking prior approval of the Members by way of an ordinary resolution where transaction proposed to be entered into are not in the ordinary course of business or are not on arms length basis and fall in the list of items referred therein and further are in excess of threshold limits.


Page | 17

Considering the significance of the said related party transaction, even though the prescribed thresh hold limit does not exceed the prescribed limits and transaction is on arms length basis and therefore Members approval is not mandated by the law, as a matter of good corporate governance practice, the Board thought it prudent to place the matter before Members for their approval.

The Audit Committee of the Board reviewed the said transaction at their Meeting held on 09th August, 2018 and recommended the same for approval by the Board of Directors and Members of the Company. The Board of Directors also at their Meeting held on 22nd August, 2018 reviewed and approved the said related party transaction and proposed the same to be placed before the Members for their approval.

The following disclosure(s) for taking land on lease basis from the related parties is made in accordance with the provisions of Section 188 of the Companies Act, 2013 and Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014:

Name of the Related Party

Mr. Vikrant Rajan Patil

Mr. Rajan Baburao Patil

Mr. Ajinkyarana Rajan Patil

Mrs. Rajashri Rajan Patil

Name of Director(s) or Key Managerial Personnel who is related

Mr. Ajinkyarana Rajan Patil – Whole time Director, Mrs. Rajashri Rajan Patil – Whole time Director, Ms. Vinita Rajan Patil – Director, Ms. Vishakha Rajan Patil – Director and Ms. Rutuja Rajan Patil – Director

Mr. Vikrant Rajan Patil – Managing Director, Mr. Ajinkyarana Rajan Patil – Whole time Director, Mrs. Rajashri Rajan Patil – Whole time Director, Ms. Vinita Rajan Patil – Director, Ms. Vishakha Rajan Patil – Director and Ms. Rutuja Rajan Patil – Director

Mr. Vikrant Rajan Patil – Managing Director, Mrs. Rajashri Rajan Patil – Whole time Director, Ms. Vinita Rajan Patil – Director, Ms. Vishakha Rajan Patil – Director and Ms. Rutuja Rajan Patil – Director

Mr. Vikrant Rajan Patil – Managing Director, Mr. Ajinkyarana Rajan Patil – Whole time Director, Ms. Vinita Rajan Patil – Director, Ms. Vishakha Rajan Patil – Director and Ms. Rutuja Rajan Patil – Director

Nature of Relationship

Managing Director and Relative of Directors

Relative of Directors

Whole time Director and Relative of Directors

Whole time Director and Relative of Directors

Nature, material terms, monetary

Area of the plot 4,227.69 sq. mtrs.

Area of the plot 70 sq. mtrs. (plot jointly owned by Mr.




Page | 18

value and particulars of the contract or arrangements

Term of Lease – not exceeding 20 years Lease rent not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 % every year

Rajan Baburao Patil, Mr. Ajinkyarana Rajan Patil and Mrs. Rajashri Rajan Patil) Term of Lease – not exceeding 20 years Lease rent not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 % every year

Rajan Baburao Patil, Mr. Ajinkyarana Rajan Patil and Mrs. Rajashri Rajan Patil) Term of Lease – not exceeding 20 years Lease Rent – Lease rent not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 % every year

Rajan Baburao Patil, Mr. Ajinkyarana Rajan Patil and Mrs. Rajashri Rajan Patil) Term of Lease – 20 years (or not exceeding Lease rent not exceeding market rate or Rs. 40.71 per square meter whichever is lower with an increment not exceeding 5 % every year

Whether the transactions have been approved by Audit Committee and the Board of Directors

YES YES YES YES

The Board is of the opinion that the aforesaid related party transaction is in the best interest of the Company.

Members are hereby informed that pursuant to second proviso of Section 188 of the Act, no Member of the Company shall vote on the resolution to approve any contract or arrangement which may be entered into by the Company if such Member is a related party.

None of the Directors / Managers / Key managerial personnel except following Directors / Key Managerial Personnel of the Company, being the relatives of the Lassors, is concerned or interested (financially or otherwise), in the said resolution: 1. Mr. Vikrant Rajan Patil - Managing Director 2. Mrs. Rajashri Rajan Patil - Whole time Director 3. Ms. Rutuja Rajan Patil – Director 4. Ms. Vishakha Rajan Patil – Director 5. Ms. Vinita Rajan Patil - Director


Page | 19

Relevant documents in respect of the said items are be available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents will also be available for inspection at the AGM.

Accordingly, the Board recommends the Resolution set out in Item No. 7 of the Notice for the approval by the Members at an ensuing Annual General Meeting.

8. Increase in maximum number of the Directors of the Company:

As per Section 149 of the Act, a Public Limited Company shall have maximum 15 (Fifteen) Directors on its Board. Further as per the first proviso of aforementioned Section, a Company may appoint more than fifteen Directors by obtaining consent of the members by way of passing a Special Resolution.

To meet the new challenges and the company’s growing sphere of activities, it is imperative that the Company’s Board be increased to enhance its effectiveness, which is central to maximizing log-term shareholders value. Further, the Company has also spreading its business portfolio by adding new businesses along with other main objects. Considering the above, it is proposed to increase the strength of the Board to the extent not exceeding 20 (Twenty).

A draft copy of the altered Articles of Association of the Company along with the proposed amendment is available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents will also be available for inspection at the AGM.

The Board recommends the Resolution for approval of the members by way of a Special Resolution.

None of the Directors / Managers / 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. 8 of the Notice.

9. Adoption of new set of Articles of Association :

With the promulgation of the Companies Act, 2013, together with various Schedules thereto and the Rules framed hereunder (collectively referred to as “Act”) in replacement of the Companies Act, 1956 and the various amendments thereto, it has become necessary to amend the existing Articles of Association of the Company by adoption of new Articles of Association, so as to have the effect of bringing the Articles in consonance with the provisions of the Act, to the extent they are repugnant to and/or at variance with the provisions thereof.


Page | 20

The new AOA to be substituted in place of the existing AOA are based on Table “F” of the Act which sets out the model articles of association for a company limited by shares.

Pursuant to the provisions of Section 14 of the Act, alteration in Articles of Association requires approval of the Members of the Company by way of a Special Resolution at a General Meeting. The Board, therefore, recommend the resolution to be passed as a Special Resolution by the Members.

A draft copy of the Articles of Association of the Company incorporating the proposed amendment are available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents will also be available for inspection at the AGM.

None of the Directors/ Manager/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. 9 of the Notice.

10. Appointment of Mr. Ajinkyarana Rajan Patil as Whole-Time Director and payment of remuneration Mr. Ajinkyarana Rajan Patil was appointed as a Director by the Members of the Company in the 3rd Annual General Meeting held on 24th September, 2015. He made significant contribution towards the progress of the Company and played an important role in seamless execution of strategy and realization of the Company’s objectives.

Taking into account his considerable experience and knowledge of Mr. Ajinkyarana Rajan Patil and his immense contribution to the growth of the Company during his tenure, the Board of Directors of the Company at its Meeting held on 22nd August, 2018, based on the recommendations of the Nomination and Remuneration Committee of the Board and in terms of provisions of Section II of Part II of Schedule V and further subject to the approval of the Members of the Company, approved the appointment of Mr. Ajinkyarana Rajan Patil as the Whole-Time Director of the Company on terms and conditions as stated below:

1. Term of Office: Five years commencing from 22nd August, 2018 and ending on 21st August, 2023.

2. Remuneration: Remuneration of Rs. 40,00,000/- p.a. (Rupees Forty Lakhs only per annum) (Period of remuneration commencing from 22nd August, 2018 and ending on 21st August, 2021)


Page | 21

In addition to the remuneration described, hereinabove, the Company will, for the period of his appointment, reimburse expenses on travel, hotel and other incidental expenses incurred by the Director in the performance of his role and duties.

The approval of the Members is being therefore sought under Section II of Part II of Schedule V of the Act for appointment as Whole time Director for a period commencing from 22nd August, 2018 and ending on 21st August, 2023 and payment of remuneration in the manner as mentioned above for a period of three years commencing from 22nd August, 2018 and ending on 21st August, 2021. The authority is also being sought from the Members to the Board to pay / vary the remuneration subject to the maximum limits as prescribed in Section II of Part II of Schedule V of the Act.

One of the conditions for appointment of Whole Time Director under Section II of Part II of Schedule V of the Act is that the company should not have committed any default in repayment of any of its debts, or interest payable for a continuous period of 30 days in the preceding financial year before the date of appointment of Whole time Director and if so, the company should have obtained prior approval of the concerned secured creditor for the proposed remuneration and the fact of such prior approval having been obtained mentioned in the explanatory statement to the Notice convening the General Meeting.

The company had committed default in repayment of debts owed by it to the Solapur District Central Co -operative Bank Limited or interest payable for a continuous period of 30 days in the preceding financial year i.e. 2017-18, before the date of appointment of Whole time Director. The Company has already repaid the entire debt which was under default and interest payable thereon. The company has obtained the consent for the proposed remuneration of the Director.

A copy of letter received form Solapur District Central Co -operative Bank Limited as mentioned above and the letter of appointment as a Director issued to. Mr. Ajinkyarana Rajan Patil, have been kept at the Registered office of the Company and is also be available for inspection by the Members at the Registered office of the company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM and at the Annual General Meeting..

Your Company has received a notice pursuant to Section 160 of the Act, from Mr. Ajinkyarana Rajan Patil, proposing himself candidature for the office of Whole time Director.

The Whole time Director shall not be liable to retire by rotation during tenor of his office.

Disclosures as per Section II of Part II of Schedule V of the Companies Act, 2013

I. General Information


Page | 22

1. Nature of industry Sugar 2. Date or expected date of commencement of

commercial production The Company is already in operation.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

N.A.

4. Financial performance based on given indicators During the year under review, the Company has posted a turnover of Rs. 154.51 Cr. as against Rs. 106.69 Cr. for the previous year and the Company has earned a net profit of Rs. 12.36 Cr. as against net loss of Rs. 7.29 Cr. for the previous year.

5. Foreign investments or collaborations, if any. N.A.

II. Information about the appointee:

1. Background details Promoter of the Company 2. Past remuneration Nil 3. Recognition or awards President of National

Congress Party Maharashtra State (Youth)

4. Job profile and his suitability He has a mechanical engineer and is having considerable experience of administration of Sugar industry. He has been associated with the Company from last three years and has contributed immensely to the growth achieved so far.

5. Remuneration proposed Not exceeding Rs. 40,00,000 p.a. (Rupees Forty Lakhs only per annum)

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the

The remuneration is decided keeping in view the responsibility envisaged, industry trends, profile,


Page | 23

country of his origin) knowledge in the field of Sugar industry and is also comparable with other Companies in the same line of business.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.

Sugar cane supplier. Relative of other Directors.

III. Other information:

1. Reasons of loss or inadequate profits The net profit of the Company for the year ended 31st March, 2018 stood at 12.36 Cr. However, due to following reasons, the operations are likely to lead to the loss or inadequate profits in near future and therefore the Company intends to obtain an approval of the Members of the Company in advance under Section II of Part II of Schedule V of the Act. Company’s complete

dependence on factors like rainfall and yield rate of soil, which are outside the ambit of control of the Company.

Uncertainty and volatility in the prices of sugar.

Prevalent draught conditions during period and crushing may not touch to a respectable figure.

Regulation in the prices of the inputs and dependence on demand supply positionfor the determination of prices of output

2. Steps taken or proposed to be taken for improvement

As mentioned above, industry is dependent on weather and climate


Page | 24

conditions. Company is trying to control the situation through education to farmers, onsite training, and increase in irrigation facilities etc. steps are being taken to bring more and more land under irrigation.

3. Expected increase in productivity and profits in measurable terms

The Company expects improvement in business environment and also weather conditions. Several steps are being taken to enhance revenue and reduce costs, which may yield better profitability in the years to come.

Details of Whole-Time Director seeking appointment at the forthcoming Annual General Meeting

(In pursuance of Secretarial Standard 2 issued by the ICSI)

Sr. No.

Particulars Details

1. Name Mr. Ajinkyarana Rajan Patil 2. Age 26 years 3. Qualification Diploma in Engineering 4. Experience He has a mechanical engineer and

considerable experience of administration of Sugar industry. He has been associated with the Company from last three years and has contributed immensely to the growth achieved so far. He is also President of National Congress Party Maharashtra State (Youth)

5. Terms and Conditions of Appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable.

Terms and Conditions: As more particularly described herein above in the statement under Section 102 of the Act. Proposed Remuneration to be paid: Rs. 40,00,000 /- p.a.


Page | 25

Remuneration last drawn : Nil 6. Date of first appointment on the Board 24/09/2015. Appointed as Whole

time Director in the Meeting of the Board of Directors held on 22nd August 2018

7. Shareholding in the company 32,000 Equity Shares 8. Relationship with other Directors, Manager

and other Key Managerial Personnel of the company,

Relative of Directors

9. The number of Meetings of the Board attended during the year

8

10. Other Directorships, Membership/ Chairmanship of Committees of other Boards

Directorship - Rakhumai Vitthal Textiles Private Limited.

Relevant documents in respect of the said items would be available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM.

None of the Directors/ Managers/Key managerial personnel except following Directors/Key Managerial Personals of the Company, being the relatives of the appointee, are concerned or interested (financially or otherwise), in the said resolutions:

1. Mr. Vikrant Rajan Patil - Managing Director 2. Mrs. Rajashri Rajan Patil - Whole time Director 3. Ms. Rutuja Rajan Patil - Director 4. Ms. Vishakha Rajan Patil - Director 5. Ms. Vinita Rajan Patil - Director

Accordingly, the Board recommends the Resolution Set out in Item No. 10 of the Notice for the approval by the Members at an ensuing Annual General Meeting.

11. Appointment of Mr. Ashok Puroshottam Chavan as an Independent Director:

Pursuant to provisions of Section 152, 161 and Schedule IV of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Ashok Puroshattam Chavan (DIN: 07957754) was appointed as an Additional Director in the Board Meeting held on 05th October, 2017. He holds office till the conclusion of this Annual General Meeting.

The Company has received a declaration from Mr. Ashok Puroshattam Chavan that he is eligible for appointment and that he meets the criteria for independence as provided in Section 149(6) of the Act. He has furnished a Notice in writing to the Company, on his


Page | 26

own behalf, under Section 160 of the Act, proposing his candidature for the office of an Independent Director, not liable to retire by rotation.

In the opinion of the Board and as per recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as an Independent Director, he is independent of the management and possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.

Details of Director seeking appointment at the forthcoming Annual General Meeting


Sr.

No.

Particulars Details

1. Name Mr. Ashok Puroshattam Chavan

2. Age 48 years

3. Qualification SSC

4. Experience Relevant experience in the

agriculture field especially

sugarcane and sugar.

5. Terms and Conditions of Appointment along

with details of remuneration sought to be

paid and the remuneration last drawn by

such person, if applicable.

Terms and Conditions: As more particularly described in the draft letter of appointment. Proposed Remuneration to be paid: Nil Remuneration last drawn : Nil

6. Date of first appointment on the Board 05/10/2017

7. Shareholding in the company Nil

8. Relationship with other Directors, Manager

and other Key Managerial Personnel of the

company,

N.A.

9. The number of Meetings of the Board

attended during the year

3

10 Other Directorships, Membership/

Chairmanship of Committees of other

Boards

No Directorship/ Membership/

Chairmanship of Committees of

other Boards


Page | 27

A copy of letter of appointment of Mr. Ashok Puroshattam Chavan setting out the terms and conditions of appointment is be available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM. As per Schedule IV of the Companies Act, 2013, approval of Members in General Meeting is required for appointment of an Independent Director. Accordingly, the Board recommends resolution for approval of members. None of the Directors/ Managers / 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. 11 of the Notice.

12. Appointment of Mr. Shukracharya Babruvan Havale as an Independent Director:

Pursuant to provisions of Section 152, 161 and Schedule IV of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Shukracharya Babruvan Havale was appointed as an Additional Director in the meeting of the Board of Directors held on 05th October, 2017. He holds office till the conclusion of this Annual General Meeting.

The Company has received a declaration from Mr. Shukracharya Babruvan Havale that he is eligible for appointment and that he meets the criteria for independence as provided in Section 149(6) of the Act. He has furnished a Notice in writing to the Company, on his own behalf, under Section 160 of the Act, proposing his candidature for the office of an Independent Director, not liable to retire by rotation.

In the opinion of the Board and as per recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as an Independent Director. He is independent of the management and possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.




Page | 28

Sr.

No.

Particulars Details

1. Name Mr. Shukracharya Babruvan

Havale

2. Age 37 years

3. Qualification 9th Class passed



sugarcane and sugar.

5. Terms and Conditions of Appointment

along with details of remuneration

sought to be paid and the remuneration

last drawn by such person, if applicable.

Terms and Conditions: As more particularly described in the draft letter of appointment. Proposed Remuneration to be paid: Nil Remuneration last drawn : Nil



8. Relationship with other Directors,

Manager and other Key Managerial

Personnel of the company,

N.A.



3

10 Other Directorships, Membership/


Boards



other Boards

Copy of the letter of appointment of Mr. Shukracharya Babruvan Havale setting out the

terms and conditions of his appointment is available for inspection, physically or in

electronic form, by the Members at the Registered Office of the Company on all working

days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The

aforesaid documents are also available for inspection at the AGM.

As per Schedule IV of the Companies Act, 2013 approval of Members in General

Meeting is required for appointment of an Independent Director. Accordingly, the Board

recommends resolution for approval of members of the Company.


Page | 29

None of the Directors/ Managers / 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. 12 of the Notice.

13. Appointment of Mr. Madan Patil as Director:

Pursuant to provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Madan Patil (DIN: 07957758) was appointed as an Additional Director in the meeting of the Board of Directors held on 05th October, 2017. He holds office till the conclusion of this AGM.

The Company has received a declaration from Mr. Madan Patil that he is eligible for appointment as a Director. He has furnished a Notice in writing to the Company, under Section 160 of the Act, proposing his candidature for the office of Director, not liable to retire by rotation.

In the opinion of the Board and as per the recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Director. He possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.



Sr.

No.

Particulars Details

1. Name Mr. Madan Mohan Patil

2. Age 44 years

3. Qualification B.Sc.



sugarcane and sugar




N.A


Page | 30



7. Shareholding in the company 1,000 Equity shares




N.A.



2

10. Other Directorships, Membership/


Boards



other Boards

Approval of Members in General Meeting is required for appointment of Director. Accordingly, the Board recommends resolution for approval of the members. Documents referred to in the Notice are available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents will also be available for inspection at the AGM. None of the Directors / Managers / 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. 13 of the Notice.

14. Appointment of Mr. Prakash Janardhan Chavare as Director: Pursuant to provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Prakash Janardhan Chavare was appointed as an Additional Director in the meeting of the Board of Directors held on 05th October, 2017, He holds office till the conclusion of this AGM.

The Company has received a declaration from Mr. Prakash Janardhan Chavare that he is eligible for appointment as a Director. He has furnished a Notice in writing to the Company, under Section 160 of the Act, proposing his candidature for the office of Director, not liable to retire by rotation.

In the opinion of the Board and on recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Director, possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of


Page | 31

immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.



Sr. No. Particulars Details

1. Name Mr. Prakash Janardhan Chavare

2. Age 50 years

3. Qualification HSC



sugarcane and sugar

5. Terms and Conditions of

Appointment along with details of

remuneration sought to be paid and

the remuneration last drawn by such

person, if applicable.

Remuneration last paid : Nil

6. Date of first appointment on the

Board

05/10/2017

7. Shareholding in the company 500 Equity Shares




N.A.

9. The number of Meetings of the

Board attended during the year

2



other Boards



other Boards

Approval of Members in General Meeting is required for appointment of Director. Accordingly, the Board recommends resolution to be passed by Members of the Company.


Page | 32

Documents referred to in the Notice are available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM. None of the Directors/ Managers / 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. 14 of the Notice.

15. Appointment of Mr. Sambhaji Chavan as Director: Pursuant to provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Sambhaji Chavan was appointed as an Additional Director in the meeting of the Board of Directors held on 05th October, 2017. He holds office till the conclusion of this AGM.

The Company has received a declaration from Mr. Sambhaji Chavan that he is eligible for appointment. He has furnished a Notice in writing to the Company, under Section 160 of the Act, proposing his candidature for the office of Director, not liable to retire by rotation.

In the opinion of the Board and on recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Director, possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.



Sr.

No.

Particulars Details

1. Name Mr. Sambhaji Chavan

2. Age 45 years




sugarcane and sugar

5. Terms and Conditions of Appointment N.A


Page | 33





7. Shareholding in the company 500 Equity Shares




N.A.



3



Boards



other Boards

Approval of Members in General Meeting is required for appointment of Director. Accordingly, the Board recommends resolution to be passed by Members of the Company. Documents referred to in the Notice are available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM. None of the Directors / Managers / 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. 15 of the Notice.

16. Appointment of Mr. Sandip Tulshiram Pawar as Director: Pursuant to provisions of Section 152 and 161 of the Companies Act, 2013 (the “Act”), read with the relevant Rules, and Articles of Association of the Company, Mr. Sandip Tulshiram Pawar was appointed as an Additional Director in the meeting of the Board of Directors held on 05th October, 2017, he holds office till the conclusion of this AGM.

The Company has received a declaration from Mr. Sandip Tulshiram Pawar that he is eligible for appointment. He has furnished a Notice in writing to the Company, under Section 160 of the Act, proposing his candidature for the office of Director, not liable to retire by rotation.


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In the opinion of the Board and as per the recommendation of Nomination and Remuneration Committee, he fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Director, possesses appropriate skills, experience and knowledge. The Board also considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services as Director on the Board of the Company.



Sr. No. Particulars Details

1. Name Mr. Sandip Tulshiram Pawar

2. Age 36 years




sugarcane and sugar



sought to be paid and the

remuneration last drawn by such

person, if applicable.

N.A.






N.A.



2



Boards



other Boards


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Approval of Members in General Meeting is required for appointment of Director.

Accordingly, the Board recommends resolution to be passed by Members of the

Company.

Document referred to in the Notice is available for inspection, physically or in electronic form, by the Members at the Registered Office of the Company on all working days (except Sunday) between 11.00 a.m. and 1.00 p.m. up to the date of AGM. The aforesaid documents are also available for inspection at the AGM.

None of the Directors/ Managers / 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. 16 of the Notice.





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ROUTE MAP OF VENUE OF ANNUAL GENERAL MEETING Address: Laxminagar, Angar, Taluka Mohol, Solapur – 413214

Landmark: Mohol Bus Stand Distance from Landmark: 10 kms


Regd. Off.: Laxminagar, Angar, Taluka Mohol, Solapur 413214 Tel.: (02189) 248699, 248799 l Email Id: [email protected]

FORM NO. MGT-11

PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member (s): Registered Address: Email Id: Folio No./Client ID: DP ID:

I/We, being the Member (s) of …………. shares of the above name Company, hereby appoint:

Name:

Address:

Email ID:

Signature:

Or failing him/her

Name:

Address:

Email ID:

Signature:

Or failing him/her

Name:

Address:

Email ID:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Seventh Annual General Meeting of the Company, to be held on the Wednesday, 26th day of September, 2018 at 2:00 p.m. at Laxminagar, Angar, Taluka Mohol, Solapur 413214 and at any adjournment thereof in respect of such resolutions as are indicated below: Sr. No. Resolutions

ORDINARY BUSINESSES

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2018, together with the Reports of the Board of Directors and the Auditors thereon.

2. To declare dividend @ Rs. 0.5 per Preference Share of the Company. 3. To appoint a Director in place of Ms. Rutuja Rajan Patil (DIN: 07283583), Director of

the Company, who retires by rotation and, being eligible, seeks re-appointment 4. To appoint a Director in place of Ms. Vinita Rajan Patil (DIN: 03315535), Director of

the Company, who retires by rotation and, being eligible, seeks re-appointment

SPECIAL BUSINESSES

5. To ratify Cost Auditor’s remuneration for the Financial Year ending on 31st March, 2019.

6. Alteration in Object Clause and Capital clause of Memorandum of Association. 7. Approval for Related Party Transaction. 8. Increase in maximum number of the Directors of the Company. 9. Adoption of new set of Articles of Association 10. Appointment of Mr. Ajinkyarana Rajan Patil as Whole-Time Director and payment of

remuneration. 11. Appointment of Mr. Ashok Puroshottam Chavan as an Independent Director 12. Appointment of Mr. Shukracharya Babruvan Havale as an Independent Director 13. Appointment of Mr. Madan Patil as Director 14. Appointment of Mr. Prakash Janardhan Chavare as Director 15. Appointment of Mr. Sambhaji Chavan as Director 16. Appointment of Mr. Sandip Tulshiram Pawar as Director

Signed this _________________ day of ______________ 2018

Signature of shareholder:

Signature of proxy holder (s):

Affix

Revenue

Stamp

Notes:

1. The instrument appointing the Proxy, in order to be effective, must be received by the Company at the Registered Office not later than 48 hours before the commencement of the AGM. (On or before 24th September, 2018, 2.00 p.m.).

2. This Form of Proxy shall be signed by the Member or his duly authorised attorney, or if the Member is a Body Corporate, it shall be duly sealed and signed by an officer or an attorney. The Proxy Form which is unstamped or inadequately stamped or where the stamp has not been cancelled or is undated or which does not state the name of the Proxy shall not be considered valid.

3. Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of Members up to and not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. However, a Member holding more than 10% of the total share capital of the Company carrying voting rights, may appoint a single person as proxy and such a person shall not act as proxy for any other person or Member.

4. The submission by a Member of this form of proxy will not preclude such Member from attending in person and voting at the Meeting. If both Member and Proxy attend the Meeting, the Proxy shall stand automatically revoked.

5. The Form of Proxy confers authority to demand or join in demanding a Poll.


Regd. Off.: Laxminagar, Angar, Taluka Mohol, Solapur 413214 Tel.: (02189) 248699, 248799 Email Id: [email protected]

7TH ANNUAL GENERAL MEETING

ATTENDANCE SLIP

I/We hereby record my/our presence at the Seventh Annual General Meeting (AGM) of the Company on Wednesday, 26th September, 2018 at 2.00 P.M. at the Registered Office of the Company at Laxminagar, Angar, Taluka Mohol, Solapur – 413214.

Folio No: Full Name of the Members in Block Letters : No. of Shares held : Name of Proxy Holder (if any) in Block Letters :

Signature of the Members/Proxy/Representative*

Note:

1. Only Member/Authorized Representative/ Proxy Holder can attend the Meeting. 2. Those Members who have multiple folios with different joint holders may use copies

of this Attendance Slip. 3. Member/Proxy Holder should bring his/her copy of the Annual Report for reference at

the Meeting.

* Strike out whichever is not applicable.

--------------------------------------------------------------------------------------------------------- PARTICULARS OF ELECTRONIC VOTING

E-voting Event Number [EVEN]

User ID Password

The e-voting facility will be available during the following voting period:

Commencement of e-voting

End of e-voting

Sunday, 23rd September, 2018 at 9:00 a.m.

Tuesday, 25th September, 2018 at 5:00 p.m.

Note: Please read instruction given out at Note No. 20 of the Notice of the Seventh AGM of the Company before casting vote through e-voting.

Please complete the slip and

hand it over at the entrance of

the Meeting hall

LOKNETE BABURAO PATIL AGRO INDUSTRIES LIMITED CIN: …. Vinita Rajan Patil – Director, Ms....

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Transcript of LOKNETE BABURAO PATIL AGRO INDUSTRIES LIMITED CIN: …. Vinita Rajan Patil – Director, Ms....