SANTOSH INDUSTRIES LIMITED OF... · 2018-09-08 · Notice is hereby given that foe 57* Annual General Meeting(AGM) of foe Members of Santosh Industries Limited will be held on Friday,

Registered Office:By order of the BoardSuite No 3A, 3rd Floor, 3A,For Santosh Industries LimitedAuckland PlaceKotkata- 700017

Jyoti BhartiaCompany Secretary

Membership No.A46327Place: KolkataDated: Friday, August 24,2018

NOTICE

Notice is hereby given that foe 57* Annual General Meeting(AGM) of foe Members of SantoshIndustries Limited will be held on Friday, foe 28* day of September, 2018 at 10:00 a.m. at "The SpringClub", Business Centre at 5 JBS Halden Avenue (EM Bypass) Tangra Kolkata - 700 105, to transactfoe following business:

Ordinary business

Item no.l- Adoption of financial Statements

To consider and adopt foe Audited Financial Statements (including foe Consolidated FinancialStatements) of foe Company for foe financial year ended March 31, 2018 and the Reports of foe Boardof Directors ("foe Board') and Auditors thereon.

Item no.2- Declaration of dividend

To declare dividend of Rs.l /-per equity share for the year ended March 31, 2018.

Item no.3- Appointment of Mr.TuIsi Kumar Dugar as a director liable to retire by rotation

To appoint a director in place of Mr.TuIsi Kumar Dugar (DIN: 00331114 ), who retires by rotation and,being eligible, seeks re-appointment.

SANTOSH INDUSTRIES LIMITED

NOTES

1.A MEMBER ENTITLED TQ ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXYNEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be received at the registered office of the Company not less than48 hours before the commencement of foe meeting. The proxy form is enclosed herewith.

In terms of Section 105 of foe Companies Act, 2013 read with Rule 19 of foe Companies (Managementand Administration) Rules 2014 a person can act as a proxy on behalf of members not exceeding fiftyand holding in foe aggregate not more than ten percent of the total share capital of foe company carryingvoting rights. A member holding more than ten percent of foe total share capital of the Companycarrying voting rights may appoint a single person and such person shall not act as proxy for any otherperson or shareholder.

2.The requirement to place foe matter relating to appointment of Auditors for ratification by

members at every Annual General Meeting is done away with vide notification dated May 7, 2018

issued by foe Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed forratification of appointment of Auditors, who were appointed in foe Annual General Meeting, held on

18th September, 2017.

3.The Register of Members and Share Transfer Books of foe Company shall remain closed fromSaturday, foe 22nd September, 2018 to Friday, foe 28th September, 2018 (both days inclusive) for foepurpose of A.G.M and declaration of dividend.

4.Subject to foe provisions of foe Act, dividend as recommended by the Board, if declared at foemeeting, will be paid within 30 days from the date of declaration, to those members whose namesappear on foe Register of Members as on September 21,2018.

5.Members wishing to claim dividends that remain unclaimed are requested to correspond with foeRegistrar and Share Transfer Agents as mentioned above, or the Company Secretary, at foe Company'sregistered office .Members are requested to note that dividends that are not claimed within seven yearsfrom foe date of transfer to foe Company's Unpaid Dividend Account, will, be transferred to foeInvestor Education and protection Fund (IEPF) as per section 124 of foe Act, and foe applicable rules.

6.Corporate Members intending to send their authorized representatives to attend foe Meeting arerequested to send to Company a certified copy of foe Board Resolution authorizing their representativeto attend and vote on their behalf at foe meeting.

7.In case of Joint holders attending foe Meeting, only such joint holder who is higher in the order ofnames will be entitled to vote.


8.During the period beginning 24 hours before the time fixed for the commencement of the meetingand ending with the conclusion of the meeting, a member would be entitled to inspect foe proxies lodgedat any time during foe business hours of foe Company, provided that not less than three days of notice inwriting is given to foe Company.

9.Members are requested to:

a)Bring their copy of Annual Report in foe meeting.

b)Bring duly filled attendance slips sent herewith for attending foe meeting.

c)Members holding shares in identical order of names in more than one folio is requested towrite to foe Company's Registrar & Share Transfer Agent, Maheshwari Datamatics Pvt.Ltd. enclosing their shares certificates for consolidation of all such shareholdings into onefolio for better investor service. Maheshwari Datamatics Pvt. Ltd. is foe Share TransferAgent forshares m physical as well as demateriatized form.

d)Members holding shares in electronic form are requested to intimate immediately anychange in their address or bank mandates to their Depository Participants with whomthey are maintaining their demat accounts. Members holding shares in physical form arerequested to advice any change in their address or bank mandates immediately to foeCompany/ Maheshwari Datamatics Pvt. Ltd.

e)Provide their e-mail address to the Registrar.

10.Members seeking any information or clarification on foe Accounts are requested to send inwritten queries to the Company, at least one week before foe date of the meeting. Replies will beprovided in respect of such written queries at foe meeting only.

11.The Securities and Exchange Board of India (SEBI) has mandated foe submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares inelectronic form are, therefore, requested to submit their PAN to their Depository Participants withwhom they are maintaining their demat accounts. Members holding shares in physical form cansubmit their PAN to foe Company.

12.Instruction for e-voting, along with foe Attendance Slip and Proxy Form, is attached to thisNotice of foe 57th Annual General Meeting for the convenience of the shareholders.

13.The Annual Report for the financial year 2017-18, foe Notice of foe 57* AGM and instructionsfor e-voting, along with foe attendance slip and proxy form, are sent by electronic mode tomembers whose email addresses are registered with foe Company/depository participan^s),unless a member has requested for a physical copy of foe documents .For members who have notregistered their email addresses, physical copies will be send by foe permitted mode.


14.Non-resident Indian Members are requested to inform Maheshwari Datamatics Pvt. Ltd.

immediately of:

a)change in their residential status on return to India for permanent settlement.b)notify immediately any change in their address to the Company.e) Write to foe Company's Registrar & Share Transfer Agents, Maheshwari Datamatics Pvt.

Ltd. enclosing their share certificates for consolidation into one folio for be better investorservice, if they have more than one folio in identical order of name(s).

15.Mr. Premjeet Singh, Practicing Company Secretary ( Certificate of Practice Number 31903)practicing under foe name & style of M/s. Premjeet Singh, Company Secretary has beenappointed as foe Scrutinizer to scrutinize foe remote e-voting process and voting at the AGM in afair and fransparent manner. The Serutinizer will submit, within 48 hours from foe conclusion offoe AGM, a consolidated Scrutinizer's Report of foe total votes cast in favour or against, if any, tofoe Chairman of foe Company or a person authorized by him in writing, who shall countersign foesame and declare foe result of foe voting forthwith.

16.Voting through electronic means:

I.In compliance with provisions of section 108 of foe Companies Act, 2013 read with Rule 20 offoe Companies (Management and Administration) Rules, 2014, as amended by foe Companies(Management and Administration) Amendment Rules, 2015 and Regulation 44 of foeSEBI(Listing Obligations And Disclosure Requirements) Regulations, 2015, Company is pleasedto provide Members facility to exercise their right to vote on resolutions proposed to beconsidered at foe Annual General Meeting by electronic means and foe business may betransacted through e-voting services. The tacitity of casting foe votes by foe Members using anelectronic voting system from a place other than venue of foe Annual General Meeting ("remotee-voting) will be provided by Central Depository (India) Services Limited (CDSL).

II.The members who have casted their vote by remote e-voting prior to foe Annual GeneralMeeting may also attend foe Annual General Meeting but shall not be entitled to cast their voteagain.

III.The process and manner for remote e-voting are as under:

(i) The voting period begins on Tuesday, 25* September (9.00 a.m.) and ends on Thursday, 27*

September (5.00 p.m.). During this period shareholders' of foe Company, holding shareseither in physical form or in dematerialized form, as on foe cut-off date (21-09-2018 ) maycast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter.

(ii) The shareholders should log on to foe e-voting website www.evotingindia.com during foevoting period.

(iii) Click on Shareholders.


(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach foe Company selectionscreen. However, members holding shares in demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorily enter their login password in foenew password field. Kindly note that this password is to be also used by foe demat holdersfor voting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your passwordconfidential.

Enter foe Bank Account Number as recorded in your demat account or in foeCompany records in order to login.

• Please Enter foe DOB orJJividend^ank Details in order to login.• If both foe details are not recorded with foe depository or company please

enter the member id / folio number in foe Bank Account Number field asmentioned in instruction (iv).

Enter foe Date of Birth as recorded in your demat account with foe depository orin foe Company records for your folio in dd/mm/yyyy format.

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with foe Company/DepositoryParticipant are requested to use foe first two letters of their name and foe 8digits of foe sequence number in the PAN Field.

• In case foe sequence number is less than 8 digits enter foe applicablenumber of O's before foe number after foe first two characters of foe namein CAPITAL letters. Eg: If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in foe PAN Field.

For Members holding shares in Demat Form and Physical Form

BankAccountNumber

DOB

PAN

(iv) Now Enter your User ID

a.For CDSL: 16 digits beneficiary ID,b.For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c.Members holding shares in Physical Form should enter Folio Number registered with

the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:


(x) For Members holding shares in physical form, the details can be used only for e-voting onfoe resolutions contained in this Notice.

(xi) Click on foe EVSN for the relevant < Santosh Industries Limited > on which you choose tovote,

(xii) On foe voting page, you will see "RESOLUTION DESCRIPTION" and against the samethe option "YES/NO" for voting. Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NO implies that you dissent to theResolution.

(xiii) Click on foe "RESOLUTIONS FILE LINK" if you wish to view foe entire Resolutiondetails.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else tochange your vote, click on "CANCEL" and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify yourvote.

(xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on foevoting page.

(xvii) If a demat account holder has forgotten the login password then enter the User ID and foeimage verification code and click on Forgot Password & enter foe details as prompted by foesystem.

(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store.Apple and Windows phone users can download foe app from foe App Store and foeWindows Phone Store respectively on or after 30* June 2016. Please follow foe instructions

as prompted by foe mobile app while voting on your mobile.

(xix) Note for Institutional Shareholders and Custodians:

•Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired, to log on to www.evotingindia.com and register themselves a.s Corporates,

•A scanned copy of foe Registration Form bearing foe stamp and sign of the entity shouldbe emailed to helpdesk.evoting@,cdslindia.com.

•After receiving foe login details a Compliance User should be created using foe adminlogin and password. The Compliance User would be able to link foe account(s) for whichthey wish to vote on.


•The list of accounts linked in foe login should be mailed [email protected] and on approval of the accounts they would be able tocast their vote.

•A scanned copy of foe Board Resolution and Power of Attorney (PQA) which they haveissued in favour of foe Custodian, if any, should be uploaded in PDF format in foe systemfor the scrutinizer through e-mail at [email protected] to verify foe same.

(xx) In case you have any queries or issues regarding e-voting, you may refer foe FrequentlyAsked Questions ("FAQs") and e-voting manual available at www.evotingindia.com. underhelp section or write an email to [email protected] or contact them at

18002005533.

17.Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are requiredto send scanned copy (PDF/JPG Format) of foe relevant Board Resolution / Authority letter etc,together with attested specimen signature of the duly authorized signatory(ies) who are authorizedto vote through e-mail at [email protected] with a copy marked [email protected] on or before 24* September, 2018, upto 5:00 pm without which

foe vote shall not be treated as valid.

18.The voting rights of shareholders shall be in proportion to their shares of foe paid up equity sharecapital of the Company as on foe cut-off date of 21* September, 2018.A person who is not a

member as on cut-off date should treat this notice for information purpose only.

19.The notice of Annual General Meeting will be sent to the members, whose names appear in foeregister of members /beneficial owners' position list provided by depositories as at closing hoursof business, on 24* August, 2018.

20.The shareholders shall have one vote per equity share held by them as on foe cut-off date of 21st

September, 2018. The facility of e-voting would be provided once for every folio / client id,irrespective of foe number of joint holders.

21.Since foe Company is required to provide members foe facility to cast their vote by electronicmeans, shareholders of foe Company, holding shares either in physical form or in dematerializedform, as on foe cut-off date of 21st September, 2018 and not casting their vote electronically, mayonly cast then vote at foe Annual General Meeting.

22.Notice of the AGM along with attendance slip, proxy form along with foe process, instructionsand foe manner of conducting e-voting is being sent electronically to all foe members whose e-mail IDs are registered with foe Company / Depository Participan^s). For members who requestfor a hard copy and for those who have not registered their email address, physical copies of foesame are being sent through foe permitted mode.


Wide Experience in Stock Market, Trading 8iFinance Business

B.Com

16/12/2015

Indian

I.Mr.Surendra Kumar Dugar (MD), andMr.Kamal Kumar Dugar are brothers ofMr.TuIsi Kumar Dugar(Director) of foeCompany

2.Mrs Madhu Dugar is wife of Mr Kamal

Kumar Dugar(Director) of foe Company

11.06.1965

Mr.TuIsi Kumar Dugar

Expertise

Qualifications

Date of appointment on the Board

Nationality

Disclosure of relationship with the Directorsinter-se

Date of Birth

Name of the Director

Details ol Directors seeking Re-Appointment/Appointment at the forthcoming Annual Genera!Meeting(As on 31aMarch,2018)

Jyoti Bhartia(Company Secretary)

Membership No.A46327

By Order of the BoardFor Santosh Industries LimitedPlace: Kolkata

Date: Friday, August 24, 2018

24. The Results declared along with the Scrutinizer's Report shall be displayed on the website of theCompany and on the website of CDSL. The same will be communicated to the stock exchangeswhere the company's shares are listed viz. The BSE Limited and The Calcutta Stock Exchange.

23. Investors who became members of the Company subsequent to the dispatch of the Notice / Emailand holds foe shares as on foe cut-off date i.e. 21st September, 2018 are requested to send foewritten / email communication to foe Company at [email protected] by mentioning their Folio No./ DP ID and Client ID to obtain the Login-ID and Password for e-voting.


No. of Shares held

Joint Hold.er(s)

Name & Address of theShareholder

Regd. Folio /DP-ID & Client ID

ATTENDANCE SLIP(To be handed over at the entrance of the meeting Hall)ANNUAL GENERAL MEETING ON 28*, SEPTEMBER, 2018

Nil

•Winsher Tie-Up Pvt. Ltd.•Brijbhumi Marketing Pvt. Ltd.

•Ambition Tracom Pvt. Ltd.•Black Rock Bricks pvt. Ltd.

•BMD Commodities Pvt. Ltd.•BMD Securities Limited•Biplabi Developers Pvt. Ltd.•Swift Plaza Pvt. Ltd.

•LazerVyapaar Pvt. Ltd.•Caplin Barter Pvt Ltd•Pragya Mercantile Pvt. Ltd.•Springfield Projects Pvt. Ltd.

m or^oourne Develop^rs Pvt/ nOv•Ruchi Commerce Pvt. Ltd.•Braboume Holdings Pvt. Ltd.

•Maryada Barter Pvt Ltd•Agardoot Sales Pvt. Ltd.

•Graphitech India Ltd

817000

Chairipanship/Memberships of the Committees ofother listed entities (includes only AuditCommittee andStakeholders' Relationship Committee.)

List of directorships held in other Companies

Number of shares held in the Company


Regd Off: Suite No 3a, 3rd Floor, 3a, Auckland Place Kolkata- 700017 (WB)Tel No.033 2290 2277, email:[email protected]

CIN:L51909WB1960PLC024531(57th Annual General Meeting -28* September, 2018)

FORM NO. MGT-llPROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 of the Companies (Management andAdministration) Rules. 2014|

CIN: L51909WB1960PLC024531Name of foe Company: SANTOSH INDUSTRIES LIMITEDRegd office: Suite No 3A, 3rd Floor, 3A, Auckland Place Kolkata 700017

Note: The e-Voting period starts from September 25, 2018 (9:00 a.m.) to September 27, 2018 (5:00p.m.). At foe end of the e-Voting period, foe portal where foe votes are cast shall forthwith beblocked by CDS

SANTOSH INDUSTRIESLIMITED

PasswordUser IDE-voting Sequence Number

3)Shareholder / Proxy wishing to attend foe meeting must bring foe Attendance Slip, duly signed,to foe meeting and hand it over at foe entrance.

4)Shareholder / Proxy desiring to attend foe meeting may bring his / her copy of foe Annual Reportfor foe financial year ended 31/03/2018 for reference at foe meeting.

Note: Please complete foe Folio / DP ID - Client ID and name, sign this Attendance Slip and hand itover at foe Attendance Verification Counter at foe entrance of foe Meeting Hall.

ELECTRONIC VOTING PARTICULARS

2) Signature of foe Shareholder / Proxy Present

1) J hereby record toy presence at the Annual General Meeting of the Company being held onFriday, 28* September, 2018 at "The Spring Club", Business Centre at 5 JBS Halden Avenue

(EMBypass) Tangra, Kolkate- 700 105.


AffixRevenue

Stamp

Signed thisDay of2018

Signature of the Shareholde^s). ..Signature of Proxy(s)

NOTES: This form of proxy in order to be effective should be duly completed and deposited at foeRegistered Office of foe Company not less than 48 hours before foe commencement of foe meeting.

Pleasetick

Appointment of Mr.TuIsi Kumar Dugar as a director liable to retire

by rotation

Declaration of dividend

Adoption of financial Statements

Resolution Proposed

32

1

ResolutionNo.

As my proxy to attend and vote (on a poll) for me/ us on my/ our behalf at the AGM of foe Company, tobe held on Friday of 28* September,2018 at 10 A.M. at "The Spring Club", Business Centre at 5 JBSHalden Avenue (EM Bypass) Tangra Kolkate - 700 105 and at any adjournment thereof in respect ofsuch resolution(s) as are indicated below.

AddressSignatureor failing him



3. NameE-mail Id:.

2. Name

E-mail Id...

1. Name

E-mail Id:..

..Shares of foe above company,

Name of foe MembersRegistered AddressE- Mail IdFolio No./ Client no

DP ID

1/ We, being the member(s) of.hereby appoint.


A6M VENUETHE SPRING CLUB (BUSINESS CENTRE)5, JBS HALDER AVENUE (EM BY PASS)

TANGRA, KOLKATA - 700105

Achaiyafinabs

ROUTE MAP


Documents

SANTOSH INDUSTRIES LIMITED OF... · 2018-09-08 · Notice is hereby given that foe 57* Annual General Meeting(AGM) of foe Members of Santosh Industries Limited will be held on Friday,