AGM Notice - Uniphos Agro Industries Limited
Contents
1. DIN 00297043 Dist Valsad Vapi Gujarat 396 195 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT 2013 The Explanatory Statement for Item No 5 of the accompanying Notice set out hereinabove is as under ITEM NO 5 The Articles of Association AoA of the Company as presently in force are based on the Companies Act 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act 1956 With the Companies Act 2013 coming into force several articles of the existing AoA of the Company require alteration or deletions Given this position it is considered expedient to wholly replace the existing AoA by a new set of Articles The new AoA to be substituted in place of the existing AoA are based on Table F of the Companies Act 2013 which sets out the model articles of association for a company limited by shares A copy of the Articles of Association of the Company showing proposed alterations is also available for inspection at the Registered Office of the Company during office hours on all working days except Saturday between 11 00 a m and 1 00 p m up to the date of 23 4 Annual General Meeting None of the Directors except to the extent of their shareholding are in any way concerned or interested financially or otherwise in the Special Resolution set out at Item No 5 of the Notice The Board recommends the Special Resolution set out at Item no 5 of the2. on remote e voting Active Voting Cycles vii Select EVEN of Uniphos International Limited viii Now you are ready for remote e voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote xii Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to arvindg cs yahoo com with a copy marked to evoting nsdl co in VIII b In case a Member receives physical copy of the Notice of AGM for members whose email IDs are not registered with the Company or requesting physical copy i Initial password is provided as below at the bottom of the Attendance Slip for the AGM EVEN Remote e voting Event Number USER ID PASSWORD PIN ii Please follow all steps from Sl No ii to Sl No xii above to cast vote 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 fr
3. NOTICE NOTICE is hereby given that the 234 Annual General Meeting of the Members of Uniphos International Limited will be held on Wednesday 30 September 2015 at 10 00 a m at 11 G I D C Vapi 396195 Gujarat to transact the following business ORDINARY BUSINESS 1 To receive consider approve and adopt the Financial Statements of the Company for the year ended 31st March 2015 including audited Balance Sheet as at 31st March 2015 and the statement of Profit and Loss Account and Cash Flow for the year ended on that date and the reports of the Board of Directors and Auditors thereon 2 To appoint a Director in place of Mr Mukul Trivedi who retires by rotation and being eligible offers himself for re appointment 3 To appoint a Director in place of Mr Kalyan Banerjee who retires by rotation and being eligible offers himself for re appointment 4 To appoint M s Vora amp Associates as Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting to the conclusion of the next Annual General Meeting and to fix their remuneration SPECIAL BUSINESS 5 To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act 2013 To consider review and if thought fit to pass with or without modification s the following resolution as Special Resolution RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable pro
4. Notice for the approval by the Members of the Company By Order of the Board FOR UNIPHOS INTERNATIONAL LTD Date 13t August 2015 Sd Place Mumbai BIPIN JANI Registered Office Managing Director 11 G I D C DIN 00297043 Dist Valsad Vapi Gujarat 396 195
5. e 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 ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e voting facility XIV XV 5 The Scrutinizer shall after the conclusion of voting at the AGM will 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 or against if any to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www uilonline com and on the website of NSDL www nsdl com immediately after the declaration of result by the Chairman ora person authorized by him in writing The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 in respect of the Special Business is annexed hereto and forms part of the Notice By Order of the Board FOR UNIPHOS INTERNATIONAL LTD Date 13 August 2015 Sd Place Mumbai BIPIN JANI Registered Office Managing Director 11 G I D C
6. ee no 1800 222 990 If you are already registered with NSDL for remote e voting then you can use your existing user ID and password PIN for casting your vote You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 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 of 24th September 2015 Any person who acquires shares of the Company and become member of the Company after dispatch of the Notice of AGM and holding shares as on the cut off date i e 24th September 2015 may obtain the login ID and password by sending a request at evoting nsdl co in However if you are already registered with NSDL for remote e voting then you can use your existing 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 A person whose name is recorded in the register of members as on the cut off date only shall be entitled to avail the facility of remote e voting as well as voting at the AGM through ballot paper Mr Arvind Gaudana Company Secretary Membership No 2838 M s Arvind Gaudana amp Co Company Secretary has been appointed as the Scrutinizer to scrutinize the voting and remote e voting process in a fair and transparent manner Th
7. other person or shareholder All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days except Saturdays between 11 00 a m and 1 00 p m upto the date of 23 Annual General Meeting Members Proxies should bring the Attendance Slip duly filled in for attending the meeting Voting through electronic means In compliance with provisions of Section 108 of the Companies Act 2013 Rule 20 of the Companies Management and Administration Rules 2014 as substituted by the Companies Management and Administration Amendment Rules 2015 Amended Rules 2015 the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 23rd Annual General Meeting AGM by electronic means and the business may be transacted through e Voting Services The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM remote e voting will be provided by National Securities Depository Limited NSDL The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e voting shall be able to exercise their right at the meeting through ballot paper The members who have cast their vote by remote e voting prior to the AGM may also attend the AGM but shall not be entitled to cast
8. their vote again The remote e voting period commences on 27th September 2015 9 00 am and ends on 29th September 2015 5 00 pm During this period members of the Company holding shares as on the cut off date of 24th September 2015 may cast their vote by remote e voting The remote e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently V The process and manner for remote e voting are as under a In case a Member receives an email from NSDL for members whose email IDs are registered with the Company i Open email and open PDF file viz Uniphos International remote e voting pdf with your Client ID or 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 ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password PIN noted in step i above Click Login v Password change menu appears Change the password PIN 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 vi Home page of remote e voting opens Click
9. visions of the Companies Act 2013 read with Companies Incorporation Rules 2014 including any statutory modification s or re enactment thereof for the time being in force 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 RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts deeds and things and take all such steps as may be necessary proper or expedient to give effect to the above resolution NOTES 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS II IMI ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER The instrument appointing proxy in order to be effective should be duly stamped completed and signed and should be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any
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