Annual Report
Contents
1. XVI In case of grievances connected with facility for voting by electronic means Members are requested to contact Ms Pallavi Mbhatre at evoting nsdl co in or pallavid nsdl co in_ or on 022 24994545 Members may also write to him at NSDL Trade World A Wing 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai 400 013 12 Members are requested to a Intimate to the Company at the registered office address changes if any at an early date b Quote their folio number in all correspondence c Consolidate their holdings into one folio in case they hold shares under multiple folios in the identical order of names 13 Members may note that the Company s website is www mscdaltd com For and on behalf of the Board Registered Office Sd 6th Floor Corporate Park II V N Purav Marg Jugalkishor Tapadiya Chembur Mumbai 400 071 DIN 06965097 Place Mumbai Managing Director Date 26th August 2015 EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013 Item No 4 The Board of Directors of the Company appointed pursuant to the provisions of Section 161 1 of the Act and the Articles of Association of the Company Mr Ashok Bindumadhavan as an Additional Independent Director of the Company with effect from 26 August 2015 In terms of the provisions of Section 161 1 of the Act Mr Ashok Bindumadhavan would hold office up to the date of th2. 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF HERSELF PROXY PROXIES NEED NOT BE A MEMBER OF THE COMPANY A PERSON CAN ACT AS PROXY FOR ONLY 50 MEMBERS AND HOLDING IN AGGREGATE NOT MORE THAN 10 PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MEMBER HOLDING MORE THAN 10 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 PROXY FOR ANY OTHER MEMBER Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting In case of joint holders attending the Meeting only such joint holder who is higher in the order of names will be entitled to vote The relative Explanatory Statement as required under Section 102 of the Companies Act 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Annual General Meeting Members holding shares in single name are advised to make nomination in respect of their shareholding in the Company Members are requested to register their e mail ID s and Bank account details with the Secretarial
3. Submit and also Confirm when prompted 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 On the voting page you may cast your vote by selecting an appropriate option For or Against and click SUBMIT A confirmation box will be displayed Click OK to confirm or CANCEL to modify Once you confirm you will not be allowed to modify your vote Upon confirmation the message Vote Cast Successfully will be displayed You can similarly vote in respect of all other resolutions forming part of the Notice of the AGM During the voting period Members can login any number of times till they have voted on all the Resolutions If you wish to log out after voting on a few resolutions and continue voting for the balance resolutions later you may click on RESET for those resolutions for which you have not yet cast the 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 authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to csjaymehta gmail com with a copy marked to evoting nsdl co in In case a Member receives physical copy of the Notice of AGM for Members whose e m
4. Company during normal business hours on any working day excluding Saturday The Board considers that his continued association would be of immense benefit to the Company and it is desirable to appoint and avail services of Mr Ashok Bindumadhavan as an Independent Director The Board recommends the Resolution at Item No 4 of the accompanying Notice for approval by the Members of the Company Except Mr Ashok Bindumadhavan being an appointee none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financial or otherwise in the Resolution For and on behalf of the Board Registered Office Sd 6th Floor Corporate Park II V N Purav Marg Jugalkishor Tapadiya Chembur Mumbai 400 071 DIN 06965097 Place Mumbai Managing Director Date 26th August 2015
5. Department of the Company If there is any change in the e mail ID already registered with the Company Members are requested to immediately notify such change to the Secretarial Department of the Company Shareholders desirous of obtaining any information clarification on the accounts and operations of the Company are requested to send in written queries to the Company at least one week before the date of the meeting Replies will be provided only in respect of such written queries received at the meeting 10 In terms of Article 173 of the Articles of Association of the Company read with Section 152 of the Companies Act 2013 Mr Madan Patil Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re appointment The Board of Directors of the Company recommends their respective re appointments 11 Process and manner for Members opting for e voting are as under I In compliance with provisions of the Act Rule 20 of the Companies Management and Administration Rules 2014 as amended by the Companies Management and Administration Amendment Rules 2015 the Company is pleased to provide 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 the votes by the Members using an electronic voting system from a place other than venue of the A
6. GM remote e voting will be provided by National Securities Depository Limited NSDL In order to enable its Members who do not have the access to e voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this Notice the Company will provide facility of ballot at the Annual General Meeting Instructions for Ballot Form are given at the back of the said form and instructions for e voting are given herein below Resolution s passed by Members through e voting are deemed to have been passed as if they have been passed at the AGM Il Members are provided with the facility for voting through ballot paper at the AGM and Members attending the meeting who have not already cast their vote by remote e voting form are eligible to exercise their right to vote at the meeting III Members who have cast their vote by remote e voting prior to the AGM are also eligible to attend the meeting but shall not be entitled to cast their vote again IV Members can opt for only one mode of voting i e either by Ballot Form or remote e voting V The remote e voting period commences on 26th September 2015 9 00 a m IST and ends on 28th September 2015 5 00 p m IST 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 VI The process and manner for remote e voting are as u
7. NOTICE Notice is hereby given that the Ninth Annual General Meeting of the members of Maharashtra Safe Chemists And Distributors Alliance Ltd will be held on Tuesday 29t day of September 2015 at 10 30 A M at Foodies Banquets 23 24 Bezzola Complex Sion Trombay Road Chembur East Mumbai 400071 to transact the following businesses Il ORDINARY BUSINESS To consider and adopt the audited Financial Statement for the year ended 31st March 2015 and the Reports of the Board of Directors and Auditors thereon To appoint a Director in place of Mr Madan Patil who retires by rotation and being eligible offers himself for re appointment To ratify appointment of Auditors and to fix their remuneration and in this regard to consider and pass the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 139 142 and other applicable provisions if any of the Companies Act 2013 and the Rules framed thereunder as amended from time to time pursuant to recommendation of Audit Committee of Board of Directors and pursuant to resolution passed by members at the AGM held on 30t September 2014 the appointment of M s P H Sanghavi amp Co Chartered Accountants bearing Firm Registration Number 109111W as Statutory Auditors of the Company till the conclusion of the 11th Annual General Meeting of the Company be and is hereby ratified on such remuneration and other terms and conditions as may
8. Secretaries have been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e voting process including the ballot form received from the Members at the AGM who do not have access to the e voting process in a fair and transparent manner XIII 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 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 The Scrutinizer shall after the conclusion of voting at the AGM first count the votes cast at the meeting and thereafter unblock the votes cast through remote e voting and also count the votes received through Ballot Forms in the presence of at least two witnesses not in the employment of the Company and shall make not later than two days from 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 authorised by him in writing who shall countersign the same and declare the result of the voting forthwith XV The Results declared alongwith the Scrutinizer s Report shall be placed on the Company s website viz www mscdaltd com and on the website of NSDL immediately after the declaration of the result by the Chairman or a person authorised by him in writing
9. ail IDs are not registered with the Company DP s or requesting physical copy i Initial password is provided in the enclosed ballot form EVEN 102829 USER ID PASSWORD PIN ii Please follow all steps from Sl No ii to Sl No xii above to cast vote VIL 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 downloads section of www evoting nsdl com or call on Toll Free No 1800 222 990 VII 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 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 22nd September 2015 X Any person who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holding shares as of the cut off date i e 2271 September 2015 may obtain the login ID and password by sending a request at evoting nsdl co in or the Company TSRD XI A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut off date only shall be entitled to avail the facility of remote e voting voting through ballot form as well as voting at the meeting XII Mr Jay Mehta of Jay Mehta amp Associates ACS No 21829 Company
10. be fixed by the Audit Committee Board of Directors SPECIAL BUSINESS 4 To consider and if thought fit to pass the following resolution as an ordinary Resolution RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and any other applicable provisions of the Companies Act 2013 Act and the rules made there under including any statutory modification s or re enactment thereof for the time being in force read with Schedule IV to the Companies Act 2013 Mr Ashok Bindumadhavan DIN 03301888 who is appointed as Additional Independent Director of the Company by the Board of Directors of the Company who holds office till the date of ensuing AGM in terms of section 161 of Companies Act 2013 and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act 2013 be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation to hold office for another five consecutive years for a term up to 31st March 2020 RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby severally authorized to do all such acts deeds and things as may be necessary to give full effect to this resolution For and on behalf of the Board Registered Office Sd 6th Floor Corporate Park II V N Purav Marg Jugalkishor Tapadiya Chembur Mumbai 400071 DIN 06965097 Place Mumbai Managing Director Date 26th August 2015 NOTES
11. e ensuing Annual General Meeting The Company has received a notice in writing along with the deposit of requisite amount under Section 160 of the Act proposing the candidature Mr Ashok Bindumadhavan for the office of Director of the Company Mr Ashok Bindumadhavan is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board As per the said Section 149 an independent director can hold office for a term up to 5 five consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation The Company has received a declaration from Mr Ashok Bindumadhavan that he meets with the criteria of independence as prescribed both under sub section 6 of Section 149 of the Act possesses appropriate skills experience and knowledge inter alia in the field of distribution services In the opinion of the Board Mr Ashok Bindumadhavan fulfills the conditions for his appointment as an Independent Director as specified in the Act Mr Ashok Bindumadhavan is independent of the management Copy of the draft letter for appointment of Mr Ashok Bindumadhavan as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the
12. nder A In case a Member receives an e mail from NSDL for Members whose e mail IDs are registered with the Company i Open e mail and open PDF file viz MSCDA Limited e voting pdf with your Client ID No or Folio No as password The said PDF file il iii iv vi vii viii ix x1 xii xiii xiv XV xvi xvii contains your user ID and password PIN for remote e voting Please note that the password is an initial password Launch internet browser by typing the following URL https www evoting nsdl com Click on Shareholder Login Put User ID and Password as initial password PIN noted in i above 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 If you are logging in for the first time please enter the user ID and password provided in the PDF file attached with the e mail as initial password The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to keep your password confidential Home page of remote e voting opens Click on remote e voting Active Voting Cycles Select EVEN of MSCDA Limited which is 102829 Now you are ready for remote e voting as Cast Vote page opens Cast your vote by selecting appropriate option and click on
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