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Extra-ordinary General Meeting Notice held on 19-May-2014
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1. JEEVAN SCIENTIFIC TECHNOLOGY LIMITED a symbol of quality and diverse solutions Extra ordinary General Meeting of the Shareholders Of JEEVAN SCIENTIFIC TECHNOLOGY LIMITED JEEVAN SCIENTIFIC TECHNOLOGY LIMITED Regd Off III Floor North Block Ragha Ratna Towers Chirag Ali Lane Abids Hyderabad 500001 NOTICE OF EXTRA ORDINARY GENERAL MEETING Notice is hereby given that the Extra Ordinary General Meeting of M s Jeevan Scientific Technology Limited will be held on Monday 19 May 2014 at 10 00 A M at the Registered Office of the company at III Floor North Block Ragha Ratna Towers Chirag Ali Lane Abids Hyderabad 500001 to transact the following business 1 APPOINTMENT OF SRI M RAJENDRA PRASAD AS WHOLE TIME DIRECTOR OF THE COMPANY To consider and if thought fit to pass with or without modification s the following resolution as a Special Resolution RESOLVED THAT in accordance with the provisions of Sections 196 197 198 and other applicable provisions if any read with Schedule V of the Companies Act 2013 the ACT and subject to the approval of the Central Government if necessary and such other approvals permissions and sanctions as may be required and subject to such conditions modifications as may be prescribed or imposed by the authorities concerned while granting such approvals permissions and sanctions the approval of the Company be and is hereby accorded to the appointment of Mr M Rajendra Pras
2. RESOLVED THAT pursuant to the provision of section 139 of the Companies Act 2013 M s LN P amp Co Chartered Accountants Hyderabad be and hereby appointed statutory auditors of the company to fill the vacancy caused by the resignation of M s K S Rao amp Co Chartered Accountants Hyderabad present audit of the company to hold the office from the date of this meeting until the conclusion of the next annual general meeting of the company on a remuneration as fixed by the Board of Directors plus reimbursement of out of pocket expenses they may be incurred by the auditor in the performance of their duties as auditor of the company For and on behalf of the Board of Directors of Jeevan Scientific Technology Limited Place Hyderabad Dated 01 04 2014 K Gopi Krishna Managing Director NOTES 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER 2 PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING 3 An Explanatory statement pursuant to Section 102 of the Companies Act 2013 in respect of Special Business is annexed hereto 4 Voting through electronic means i According to Section 108 of Companies Act 2013 read with Rule 20 of Companies Management and Administration Rules 2014 e voting is mandatory for all listed
3. ad as Whole Time Director and also for the payment of Remuneration of Rs 1 00 000 including all allowances and perquisites per month to him for a period of 3 Three years with effect from 1 April 2014 RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any Financial Year during the tenure of the Whole Time Director the Company shall pay to the Whole Time Director the remuneration by way of salary allowances perquisites amenities facilities incentives and retirement benefits as stated above as minimum remuneration for a period not exceeding 3 three years from the date of appointment subject to the required approvals if any from the Central Government RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized for the purpose of giving effect to this resolution to do all such acts deeds things and matters as it may in its absolute discretion deem necessary proper or desirable and to settle any questions difficulties or doubts that may arise in this regard and further to execute all necessary documents applications returns and writings as may be deemed necessary proper desirable and expedient 2 APPOINTMENT OF M s L N P amp Co CHARTERED ACCOUNTANTS AS STATUTORY AUDITORS IN PLACE OF M S KS RAO amp CO CHARTERED ACCOUNTS To consider and if thought fit to pass with or without modification s the following resolution as an Ordinary Resolution
4. be changed altered 4 The instructions for e voting are as under EVSN 140422002 USER ID PASSWORD In case if the PAN of the Member is not updated with the Company RTA then the default PAN Would be ABCDE1234F The notice of the EGM of the Company inter alia indicating the process and manner of e Voting process along with printed Attendance Slip and proxy form is being dispatched to all the members EVEN E Voting Event Number USER ID PASSWORD PIN vi vii viii CDSL shall also be sending the user id and password to those members whose shareholding is in the dematerialized format and whose email addresses are registered with the Company Depository Participant s For members who have not registered their email address can use the details as provided above Launch internet browser by typing the following URL Click on the Shareholder Login Put User ID and Password as initial password noted in step ii above Click Login Password change menu appears Change the password with the 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 Home page of e Voting opens Click on e Voting Active voting cycles Select EVEN of JEEVAN SCIENTIFIC TECHNOLOGY LIMITED Now you are ready for e Voting as Caste Vote Page op
5. companies or companies having Shareholders not less than one thousand ii In compliance with provisions of Section 108 of the companies Act 2013 and Rule 20 of the Companies Management and Administration Rules 2014 the Company is pleased to provide members the facility to exercise their right to vote at the Extraordinary General Meeting EGM by electronic means and the business may be transacted through e Voting services provided by Central Depository Services Limited CDSL iii A member may exercise his vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in accordance with the Rule 20 of the Companies Management and Administration Rules 2014 vi vii viii During the e voting period members of the Company holding shares either in physical form or dematerialized form as on the fixed date may cast their vote electronically The e Voting shall remain open from May 13 2014 09 00 A M till May 15 2014 06 00 P M E Voting shall be completed three days prior to the date of Extraordinary General Meeting The Board of Directors at their meeting have appointed Mr Ch Veeranjaneyulu Practicing Company Secretary as the scrutinizer for e Voting to unblock the votes in favour or against if any and to report forthwith to the Chairman The scrutinizer will be responsible to conduct e Voting in a fair and transparent manner Vote once cast by the member cannot
6. ens Cast your vote by selecting appropriate option and click on Submit and also confirm when prompted Xi xii xiii xiv XV xvi xvii xviii Xix XX xxi xxii xxiii Upon confirmation the message Vote Cast successfully will be displayed Once you have voted on the resolution you will not be allowed to modify your vote 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 authorised signatory ies who are authorised to vote to the Scrutinizer through e mail www evotingindia com In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e Voting user manual for shareholders available at the Downloads section of www evotingindia com If you are already registered with CDSL for e voting then you can use your existing user id and password 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 The e Voting period commences on May 13 2014 09 00 A M till May 15 2014 06 00 P M During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on the cut off date of i e 01 04 2014 may cast their vote elec
7. ers of the company to be held on 19th day of May 2014 at 10 00 A M at the registered office of the Company at III Floor North Block Raghava Ratna Towers Chirag Ali Lane Abids Opp Chermas Lane Hyderabad 500001 In block letters Folio No Client ID No of shares held Note Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall BOOK POST PRINTED MATTER If undelivered please return to JEEVAN SCIENTIFIC TECHNOLOGY LIMITED III Floor North Block Ragha Ratna Towers Chirag Ali Lane Abids Hyderabad 500001
8. n electronic form are requested to update the e mail id with the Depository Participant Members holding shares in physical form are requested to register update the same by sending an email to shareholders jeevanscientific com for future correspondence ANNEXURE TO THE RESOLUTION Explanatory statement Pursuant to section 102 of the Companies Act 2013 Item 1 The Board of Directors at their meeting held on 1 April 2014 have approved the appointment and payment of remuneration to Mr M Rajendra Prasad as Whole Time Director of the Company for a period of 3 Three Years with effect from 1 April 2014 subject to the approval of members and the Central Government The other terms of remuneration and perquisites payable to Mr M Rajendra Prasad are set out under Item No 1 of the Notice This may be treated as an abstract of the terms of appointment of Mr M Rajendra Prasad Whole Time Director under Section 190 of the Companies Act 2013 Pursuant to the provisions of Sections 196 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act 2013 the appointment and the payment of remuneration to Mr M Rajendra Prasad Whole Time Director is placed before the members for their approval by way of a Special Resolution Mr Rajendra Prasad is joining Jeevan Scientific Technology Limited as Director Mr Prasad is qualified as Post graduate in Pharmacy with 20 years of experience he comes with a stro
9. ng technical and commercial background acquired from his earlier associations with different Pharmaceutical Companies and Contract Research Organizations Before joining with Jeevan Mr Prasad was associated with Veeda Clinical Research as Chief Business Officer He has been with Veeda since its inception in 2004 joined as Bioanalytical Head and moved to Business Development in 2008 to suit company requirement Mr Prasad has contributed immensely for the growth of Veeda both in Technical and Business aspects Earlier to Veeda he worked with GVK Bio Clinical Research as Bioanalytical Head and involved in setting up their Hyderabad facility and building the initial team He is well known team builder in CRO industry Your Directors recommend the special resolution for approval of the Members Mr M Rajendra Prasad is interested in this resolution None of the other Directors are interested in this resolution Item 2 As per the provisions of Section 139 of the Companies Act 2013 lays down that where vacancy in the office of the auditor is caused by the resignation of the existing auditor the vacancy shall be filled only by the company in the general meeting Hence this resolution for approval of the members The letter of resignation of M s K S Rao amp Co Chartered Accountants may be inspected at the registered office of the company at Hyderabad during the business hours on any working day None of the directors are in
10. terested or concerned in the proposed resolutions For and on behalf of the Board of Directors of Jeevan Scientific Technology Limited Place Hyderabad Date 01 04 2014 K Gopi Krishna Managing Director JEEVAN SCIENTIFIC TECHNOLOGY LIMITED III Floor North Block Ragha Ratna Towers Chirag Ali Lane Abids Hyderabad 500001 PROXY FORM I We _ Of ce aa aa aa being a Member s of above named company hereby appoint ___________ _ _ OM ae ES or failing him her _____ of as my our proxy to attend and vote for me us on my our behalf at the Extra Ordinary General Meeting of the Company to be held on 19 May 2014 at 10 00 A M at the registered office of the Company at III Floor North Block Raghava Ratna Towers Chirag Ali Lane Abids Opp Chermas Lane Hyderabad 500001 As Witnessed Signed this ________ _ day of 2014 Affix Signed by the said Re 1 Revenue Folio No ClienttID _______ Stamp No of shares held ____________ _ Note The proxy in order to be effective should be duly stamped completed signed and must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting JEEVAN SCIENTIFIC TECHNOLOGY LIMITED III Floor North Block Ragha Ratna Towers Chirag Ali Lane Abids Hyderabad 500001 ATTENDANCE SLIP Please present this slip at the Meeting venue hereby record my presence at the Extra Ordinary General Meeting of the memb
11. tronically The e voting module shall also be disabled by CDSL for voting thereafter Once the vote on a resolution is casted by the Shareholder the shareholder will not be allowed to change it subsequently The voting rights of the shareholders shall be in proportion to the shares of the paid up equity share capital of the Company as on 01 04 2014 Since the Company is required to provide facility to the members to exercise their right to vote by electronic means shareholders of the Company holding shares either in physical form or in dematerialized form as on 01 04 2014 and not casting their vote electronically may cast their vote at the Extra ordinary General Meeting The Scrutinizer shall within a period of not exceeding three 3 working days from the conclusion of the e Voting period unlock the votes in the presence of at least two 2 witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company The results shall be declared on or after the Extra ordinary General Meeting of the Company The Results declared along with the Scrutinizer s Report shall be placed on the Company s website www jeevanscientific com and on the website of the CDSL within two 2 days of passing of the resolutions at the Extraordinary General Meeting of the Company on May 19 2014 and communicated to the stock exchange concerned Members holding shares i
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