Annual General Meeting Notice Format For A Private Limited Company

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PRAKASH & CO. LTD
CIN : L51909WB12522PLC008541
Registered Office : 21 & 28, Prakash Road Mumbai – 400021
Phone : + 37 2153 1546 (6 lines), Fax + 33 5521 3851,

N O T I C E

NOTICE is hereby given that the Eighty Five Annual General Meeting of the Members of Prakash & Co. Ltd will be held at ................., ................, Mumbai - .............. on ......., .................., 2017 at .......... p.m. to transact the following business :
ORDINARY BUSINESS
1.         To consider and adopt the Profit & Loss Account for the year ended 31st March, 2017 and the Balance Sheet as at that date and the Reports of the Board of Directors and the Auditors thereon.

2.         To appoint a Director in place of Shri J. Roy (DIN : 00224185), who retires by rotation and being eligible, offers himself for re-appointment.

3.         To appoint M/s Gora & Co., Chartered Accountants, Kolkata, the retiring Auditors of the Company, who being eligible, offer themselves for re-appointment as the Auditors, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to authorize the Board of Directors of the Company to fix their remuneration.


                                                                                              By Order of the Board


Place :  Mumbai                                                                                     Janardhan Roy
Date  :  10th September, 2015                                                                       Director

NOTES:

1.   A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.  PROXIES, IN ORDER TO BE VALID AND EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF 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 other person or shareholder.

2.   Voting through electronic means.

      Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the   Companies (Management and Administration) Rules, 2017, the Company is pleased to provide members facility to exercise their right to vote by electronic means as an alternative to vote physically at the AGM and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL). The instruction for e-voting are as under and the Members are requested to follow the said instruction to cast their vote through e-voting.

    i)      User ID and Password for e-voting is provided in the table given on the face of this   annexure to the AGM Notice. Please note that the password is an initial password.    

    ii)      National Securities Depository Limited (NSDL) shall also be sending the User ID and Password to those members whose e-mail address are registered with the Company / Depository Participant(s). For members who have not registered their e-mail address can use the details as provided overleaf. 

    iii)     Launch internet browser and type the following URL :
http://www.evoting.nsdl.com

    iv)     Click on “Shareholder-Login”

    v)      Put User ID and Password as initial password noted in step (i) above. Click Login.

   vi)      The Password Change Menu will appear on the screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or in a combinations of the two. Note new password.

  vii)      Once the e-voting home page opens, click on e-voting>Active Voting Cycles.

  viii)      Select the EVEN (e-voting event number) of Ladlow India Limited (the number is provided in the attached document). Once you enter the number, the Cast vote page will open. Now you are ready for e-voting.

   ix)      Cast your vote by selecting your favoured option and click submit. Also click confirm        when prompted.

   x)                  Upon confirmation, the message “Vote Cast Successfully” will be displayed.

   xi)      Please note that once your vote is cast on the selected resolution, it can not be modified.

   xii)     Institutional shareholders (i.e. Members other than individual, HUF, NRI’s etc) are required to send a scanned copy (PDF / JPG format) of the relevant Board Resolution / Authority Letter etc., together with the attested specimen signature(s) of the duly authorized signatory(ies) who is / are authorized to vote, to the Scrutinizer via e-mail at arnab.mall@rediffmail.com

Please note that :

*     Login to 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.   

*     Your Login ID and Password can be used by you exclusively for e-voting on the Resolution placed by the companies in which you are a shareholder.

*     It is strongly recommended that you do not share your password with any other person and take utmost care to keep it confidential.
Please note that if you have opened 3-in-1 Account with HDFC Group i.e. Bank account, demat account with HDFC Bank Ltd and trading account with HDFC Securities Ltd, you can access e-voting website of NSDL through their website viz., www.hdfcdirect.com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www.hdfcdirect.com.  

Please note that in case you are not able to login through the HDFC direct website, you can also access the e-voting system of NSDL by using your existing user ID and password for the e-voting system of NSDL.

NOTES :

A)   In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholder available at the downloads section of http://www.evoting.nsdl.com. You can also contact NSDL via e-mail at evoting@nsdl.co.in.

B)   The e-voting period commences on ....................., 2017 at 10.00 a.m. and ends on ........................., 2017 at 7.00 p.m. During this period, shareholders of the Company holding shares either in physical form or in demat form, as on the cut-off date of ............................, 2017 may cast their vote electronically. The e-voting module shall also be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently

C)   Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in demat form,  as on the cut-off date i.e. ............................, 2017 shall cast their vote electronically.

D)   Mr. Arnab Kumar Mall, Practicing Chartered Accountant (M. No. 525562) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

E)   The Scrutinizer, shall within a period not exceeding 3 working days from the conclusion of the e-voting period, unlock the votes in presence of at least two witnesses, not in employment of the Company and make a Scrutinizer’s Report of the vote cast in favour of or against, if any, forthwith to the Chairman of the Company. 

F)   The voting rights shall be in proportion to their shares of the paid up equity share capital of the Company as on ............................., 2017.

G)     The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website : www.abc.co.in and on the website of NSDL within two days of passing of the resolutions at the 88th Annual General Meeting of the Company on ..........................., 2017 and communicated to HAL Ltd.

3.   The Register of Members and Share Transfer Books of the Company will remain closed from  ........................, 2017 to ......................., 2017 (both days inclusive).

4.   Members are requested to bring their copies of the Annual Report and the Admission Slip at the Meeting. Annual Report will not be distributed at the Meeting. No Food Packet will be served at the AGM.

5.   The Members, who are still holding the Company's equity shares in physical form and have not converted their shareholding in dematerialized form, are once again requested to covert their equity shares from physical form to dematerialized form as the same will provide adequate facility in trading in the Company's scrip at Stock exchange in future. 

6.    Members who have not registered their e-mail addresses so far are  requested to register their e-mail address either with the Company or its RTA for receiving all communications including Annual Report, Notices, Circulars etc from the Company electronically instead of sending the printed / hard copies of the same by post. Serving of documents to the Members through electronic mode ensures receipt of the Notices / Documents / Communication timely, promptly and without any loss in postal transit by them.

7.        Members who have not registered their e-mail addresses so far are  requested to register their e-mail address either with the Company or its RTA for receiving all communications including Annual Report, Notices, Circulars etc from the Company electronically instead of sending the printed / hard copies of the same by post. Serving of documents to the Members through electronic mode ensures receipt of the Notices / Documents / Communication timely, promptly and without any loss in postal transit by them.
       
          8.     Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of name are requested to send the share certificates to our RTA for consolidation in to a single folio. 
        
        9.      Non - Resident  Indian  Members are requested to inform the Company’s Registrars       and Transfer Agents, M/s. H.L. Management Services (P) Ltd., immediately of :

        i. the  change in the Residential status on return to India for permanent           settlement.
ii. the particulars of the Bank Account maintained in India with complete name,          branch, account type, account number and address of Bank with Pin code    Number, if not furnished earlier.
        
       10.     As per provisions of Section 72 of the Companies Act, 2013 facility for making nominations is available, to individuals, holding shares in the Company.  Nomination Form prescribed can also be obtained for the purpose from the Compan’y RTA.

       11.    All documents referred to in the accompanying Notice will be available for inspection at the Registered Office of the Company during business hours on all working days up to date of declaration of the results of the 88th Annual General Meeting of the Company.

       12.    Brief particulars of Directors including those proposed to be appointed are provided in the Corporate Governance Section of the Annual Report.


                                                                                             By Order of the Board



Place Mumbai                                                                                         Janardhan Roy
Date  :  .10th September,2017                                                                       Director 



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