Britannia Industries Limited
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BRITANNIA INDUSTRIES LIMITED (Corporate Identity Number: L15412WB1918PLC002964) Registered Office: 5/1A, Hungerford Street, Kolkata - 700 017 Phone : 033 22872439/2057; 080 39400080 Fax : 033 22872501; 080 25063229 Website: www.britannia.co.in E-mail ID: [email protected] NOTICE Notice is hereby given that the Ninety-sixth Annual General NOTES: Meeting (AGM) of the Members of Britannia Industries a. A MEMBER ENTITLED TO ATTEND AND VOTE Limited will be held on Tuesday, 4 August 2015, at 11 a.m. AT THE MEETING IS ENTITLED TO APPOINT A at the Hyatt Regency, JA-1, Sector 3, Salt Lake City, Kolkata - 700 098 to transact the following business: PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES ORDINARY BUSINESS: NEED NOT BE A MEMBER OF THE COMPANY. 1. To receive, consider and adopt the Audited Statement of Profit and Loss for the Financial Year ended 31 March A person can act as proxy on behalf of Members not 2015 and the Balance Sheet as on that date and the exceeding fifty (50) and holding in the aggregate not Reports of the Directors and the Auditors thereon. more than ten percent of the total Share Capital of the 2. To declare dividend for the Financial Year ended Company. In case a proxy is proposed to be appointed 31 March 2015. by a Member holding more than 10% of the total Share Capital of the Company carrying voting rights, 3. To appoint a Director in place of Mr. Ness N Wadia (holding DIN: 00036049), who retires by rotation in then such proxy shall not act as a proxy for any other terms of Section 152(6) of the Companies Act, 2013 and person or Member. A Proxy form is sent herewith. being eligible, offers himself for re-appointment. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution/ 4. To appoint Statutory Auditors and to fix their authority, as applicable. The instrument of Proxy in order remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the to be effective, should be deposited at the Registered following resolution as an Ordinary Resolution: Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the “RESOLVED THAT pursuant to the provisions of Meeting. Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies b. The Register of Members and Share Transfer Books of the (Audit and Auditors) Rules, 2014, M/s. BSR & Co. LLP., Company will remain closed from Wednesday, 29 July Chartered Accountants (Firm Reg. No. 101248W/W- 2015 to Tuesday, 4 August 2015 (both days inclusive) 100022), be and are hereby re-appointed as Statutory for annual closing and determining the entitlement of Auditors of the Company to hold office from the the Member to the final dividend for Financial Year conclusion of this AGM till the conclusion of the 2014-15. 4th consecutive AGM, subject to ratification of appointment by the Members at every AGM, at a c. Subject to the provisions of the Companies Act, 2013, remuneration to be decided by the Board of Directors in dividend as recommended by the Board of Directors, consultation with the Auditors plus applicable service if declared at the Meeting, will be paid within the tax and reimbursement of travelling and out of pocket period of 30 days from the date of declaration, to expenses incurred by them for the purpose of audit.” those Members whose name appear on the Register of By Order of the Board of Directors Members as on 28 July 2015. In respect of the shares For Britannia Industries Limited held in dematerialized form, the dividend will be paid Registered Office: to the Members whose names are furnished by National 5/1A, Hungerford Street, Securities Depository Limited and Central Depository Kolkata - 700 017. Rajesh Arora Services (India) Limited as beneficial owners as on that 21 May 2015 GM- Legal & Company Secretary date. 1 Britannia Industries Limited d. Pursuant to the provisions of Section 205A and 205C f. Members are requested to bring their copy of the and other applicable provisions of the Companies Annual Report to the AGM. Members/ Proxies should Act, 1956 (including any statutory modification(s) bring the Attendance Slip to the Meeting duly filled in or re-enactment thereof for the time being in force) for attending the Meeting. dividend for the Financial Years ended 31 March 2008 and onwards which remains unpaid or unclaimed for a g. Members who hold shares under more than one folio period of seven (7) years from the date of its transfer to in name(s) in the same order, are requested to send the the unpaid dividend account of the Company would be relative Share Certificate(s) to the Company’s Registrar transferred to Investor Education and Protection Fund and Transfer Agents for consolidating the holdings into (IEPF) on the dates given in the table below: one account. The Share Certificate(s) will be returned after consolidation. Financial Date of Last date for Due date for Year Declaration Claiming Unpaid Transfer to h. Members holding shares in dematerialised form may of Dividend Dividend IEPF please note that, while opening a depository account 2007 – 08 28-07-2008 03-09-2015 03-10-2015 with Participants they may have given their bank 2008 – 09 27-05-2009 03-07-2016 02-08-2016 account details, which will be printed on their dividend 2009 – 10 09-08-2010 15-09-2017 15-10-2017 warrants. However, if Members want to change/correct 2010 –11 06-08-2011 12-09-2018 12-10-2018 the bank account details, they should send the same 2011 –12 06-08-2012 12-09-2019 12-10-2019 immediately to the Depository Participant concerned. 2012 –13 12-08-2013 18-09-2020 18-10-2020 Members are also requested to give the MICR code 2013 -14 12-08-2014 18-09-2021 18-10-2021 of their bank to their Depository Participant. The Members who have so far not encashed the Dividend Company will not entertain any direct request from Warrants for the above years are advised to submit their Members for cancellation/change in the bank account claim to the Company’s Registrar and Transfer Agents at details furnished by Depository Participants to the their address given herein below immediately, quoting Company. their folio number/DP ID and Client ID. It may be noted that once the unclaimed dividend is transferred to IEPF i. Pursuant to Section 72 of the Companies Act, 2013, as aforesaid, no claim shall lie in respect of such amount Members who hold shares in the physical form can by the Members. nominate a person in respect of all the shares held In terms of Section 205C of the Companies Act, 1956 by them singly or jointly. Members who hold shares read with the Investor Education and Protection Fund in single name are advised, in their own interest, to (Awareness and Protection of Investor) Rules, 2001, avail of the nomination facility by filling form SH-13. during the year ended 31 March 2015, the Company Members holding shares in the dematerialized form has credited an aggregate amount of ` 14,06,310/- to may contact their Depository Participant for recording the Investor Education and Protection Fund (IEPF). the nomination in respect of their holdings. As on 31 March 2015, the Company’s unpaid/unclaimed j. The Securities and Exchange Board of India (SEBI) dividend / interest / debenture redemption proceeds account had a balance of ` 4,34,39,015.30/- in various has mandated the submission of Permanent Account dividend / interest / debenture redemption proceeds Number (PAN) by every participant in securities accounts. market. Members holding shares in electronic form are, therefore, requested to submit the PAN to e. Members are requested to intimate immediately the their Depository Participants with whom they are change of address or demise of any Member, if any, to the maintaining their demat accounts. Members holding Company’s Registrar and Transfer Agents or Depository Participant, as the case may be to prevent frauds. shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agents. 2 Britannia Industries Limited k. In view of the circular issued by SEBI, the Electronic o. Electronic copy of the Annual Report 2014-15 and Clearing Services (ECS/NECS) facility should the Notice of 96th AGM of the Company inter alia, mandatorily be used by the Companies for the indicating the process and manner of Remote e-Voting distribution of dividend to its Members. In order to along with Attendance Slip and Proxy form is being avail the facility of ECS/NECS, Members holding shares sent to all the Members whose E-mail IDs are registered in physical form are requested to provide bank account with the Company / Depository Participant(s) for details to the Company or its Registrar and Share communication purposes, unless any Member has Transfer Agents. requested for a hard copy of the same. For Members who have not registered their E-mail addresses, physical Members holding shares in electronic form are hereby copy of the Annual Report 2014-15 and the Notice of informed that bank particulars registered against their th respective depository accounts will be used by the 96 AGM of the Company inter alia indicating the Company for payment of dividend. The Company or its process and manner of Remote e-Voting along with Registrars cannot act on any request received directly Attendance Slip and Proxy form is being sent in the from the Members holding shares in electronic form permitted mode.