July 21, 2020 the Secretary Corporate Relationship Dept
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July 21, 2020 The Secretary The Secretary Corporate Relationship Dept. National Stock Exchange of India The Bombay Stock Exchange Limited Rotunda Building Exchange Plaza, Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Mumbai – 400 001 Mumbai – 400 051 Dear Sir, Sub: 25th AGM Notice & Annual Report 2019-20 We herewith enclose copy of the Notice for 25th Annual General Meeting, scheduled on 13th August 2020 at 11.30 a.m & Annual Report 2019-20, pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Notice and Annual Report are available on the Company’s website. Thanking you, Yours faithfully, For Page Industries Limited Murugesh C Company Secretary Encl: as above Corporate & Registered Office: Cessna Business Park, Tower-1, 7th Floor,Umiya Business Bay, Varthur Hobli, Outer Ring Road, Bengaluru - 560103. Ph: 080 - 4945 4545, Fax: 080 - 4946 5700 www.jockey.in | e-mail : [email protected] | CIN#: L18101KA1994PLC016554 NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 25th Annual General million only), (excluding sitting fees) subject to the Meeting “AGM” of Members of Page Industries Limited limit prescribed in the Companies Act, 2013, to be will be held on Thursday, 13th August, 2020 at 11:30 AM paid to and distributed amongst the Directors of IST through Video Conferencing (“VC”) / Other Audio the Company or some or any of them (other than Visual Means (“OAVM”) to transact the following Managing Directors / Whole-time Directors) in business. The venue of the meeting shall be deemed such amounts, subject to such ceiling and in such to be the registered office of the Company. manner and in such respects as may be decided by the Board of Directors and such payments shall Ordinary Business: be made for the financial year 2020-21. 1. Adoption of financial statement By Order of the Board Bangalore To receive, consider and adopt the audited financial Murugesh C 23rd June, 2020 Company Secretary statement for the financial year ended 31st March, 2020, the Reports of the Board of Directors and the Auditors thereon. Explanatory statement pursuant to Section 102 (1) of the Companies Act, 2013 annexed to the notice: 2. Appointment of Director To appoint a Director in the place of Mr. Ramesh Item No. 4 Genomal [DIN: 00931277], who retires by Section 197(I)(ii) of the Companies Act, 2013 rotation and being eligible, offers himself for re- authorizes the payment of remuneration to a Director, appointment. who is neither a Whole-time Director nor a Managing Director of a Company, if the Company authorizes 3. Appointment of Director such payment by an ordinary resolution. In view of To appoint a Director in the place of Mr. V S Ganesh the increased activities of the Company and the [DIN: 07822261] who retires by rotation and being responsibilities of Non-Whole time Directors/ eligible, offers himself for re-appointment. Independent Directors under SEBI (LODR) Regulation 2015 as well as under the Companies Act, 2013, it is Special Business: proposed to pay remuneration as mentioned in the resolution and such remuneration shall be distributed 4. Remuneration under Section 197(1) of the Companies amongst the Directors (including Alternate Directors, Act, 2013 if any, but excluding Managing/ Whole-time Directors) To consider and if thought fit to pass the following as may be determined by the Board in the quantum, resolution as an Ordinary Resolution: the proportion and the manner as the Board may decide from time to time, such that the amount of RESOLVED that pursuant to provisions of Section remuneration to each Director may vary depending 197(1)(ii) and other applicable provisions, if any, of on the responsibilities as Member / Chairman of the the Companies Act, 2013, approval of the Company Board, Member / Chairman of any Committee(s) of be and is hereby accorded for the payment of the Board and /or all other relevant factors. a sum not exceeding `9.0 million (Rupees Nine 1 The said remuneration shall be payable for the financial of its Board or governing body Resolution/ year 2020-21 after the annual accounts are approved Authorization etc., authorizing its representative by the Board of Directors and adopted by the to attend the AGM through VC / OAVM on its shareholders. The above payment to Non-executive behalf and to vote through remote e-voting. The Directors will be in addition to the sitting fees payable said Resolution/Authorization shall be sent to the to them for attending Board / Committee meetings. Scrutinizer by email through its registered email address to [email protected] with a copy The Board recommends an ordinary resolution for marked to [email protected] approval. The Non-Executive Directors of the Company 4. The Explanatory Statement pursuant to Section may be deemed to be concerned or interested in the 102 of the Companies Act, 2013 (“Act”) setting resolution to the extent of the remuneration that may out material facts concerning the business under be received by them. Item No.4 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 26(4) Save and except the above, none of the other Directors and 36(3) of the SEBI (Listing Obligations and / Key Managerial Personnel of the Company / their Disclosure Requirements) Regulations, 2015 relatives are in any way, concerned or interested, (“SEBI Listing Regulations”) and Secretarial financially or otherwise, in the resolution. Standard on General Meetings issued by the Institute of Company Secretaries of India, in Notes: respect of Directors seeking appointment/re- 1. In view of the continuing Covid-19 pandemic, appointment at this AGM are also annexed. the Ministry of Corporate Affairs (“MCA”) has 5. The Register of Members and Share Transfer vide its circular dated May 5, 2020 read with Books of the Company will remain closed on circulars dated April 8, 2020 and April 13, 2020 6th August 2020 for the purpose of 25th Annual (collectively referred to as “MCA Circulars”) and General Meeting. SEBI vide its Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12 May 2020 have permitted 6. Members are requested to note that, dividends the holding of the General Meeting through VC if not encashed for a consecutive period of / OAVM, without the physical presence of the 7 years from the date of transfer to Unpaid Members at a common venue. In compliance Dividend Account of the Company, are liable with the provisions of the Companies Act, 2013 to be transferred to the Investor Education and (“Act”), SEBI (Listing Obligations and Disclosure Protection Fund (IEPF). The shares in respect Requirements) Regulations, 2015 (“SEBI Listing of such unclaimed dividends are also liable to Regulations”) and MCA / SEBI Circulars, the AGM be transferred to the demat account of the IEPF of the Company is being held through VC / OAVM Authority. In view of this, Members are requested to claim their dividends from the Company, 2. Pursuant to the provisions of the Act, a Member within the stipulated timeline. The Members, entitled to attend and vote at the AGM is entitled whose unclaimed dividends/shares have been to appoint a proxy to attend and vote on his/ transferred to IEPF, may claim the same by her behalf and the proxy need not be a Member making an application to the IEPF Authority in of the Company. Since this AGM is being held Form No. IEPF-5 available at www.iepf.gov.in. pursuant to the MCA / SEBI Circulars through The details of unclaimed dividend and unclaimed VC / OAVM, physical attendance of Members has shares transferred to IEPF have been provided in been dispensed with. Accordingly, the facility for the Corporate Governance Report under section appointment of proxies by the Members will not “Shareholders Information”. be available for the AGM and hence the Proxy 7. Members are requested to intimate changes, if any, Form and Attendance Slip are not annexed to this pertaining to their name, postal address, email Notice. address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, 3. Institutional / Corporate Shareholders (i.e. other power of attorney, bank details such as, name than individuals / HUF, NRI, etc.) are required of the bank and branch details, bank account to send a scanned copy (PDF/JPG Format) number, MICR code, IFSC code, etc., to their DPs 2 in case the shares are held by them in electronic away with vide notification dated May 7, 2018 form and to Registrars and Share Transfer Agent issued by the Ministry of Corporate Affairs, New (RTA) Link Intime India Pvt Ltd, C-101, 247 Park, Delhi. Accordingly, no resolution is proposed for L B S Marg, Vikhroli West, Mumbai – 400083. Tel ratification of appointment of Auditors, who were No: 022 49186000 Fax: 022 49186060.Email: rnt. appointed in the Annual General Meeting held on [email protected] in case the shares are 11th August 2016. held by them in physical form. 14. As per Regulation 40 of SEBI Listing Regulations, 8. As per the provisions of Section 72 of the Act, as amended, securities of listed companies the facility for making nomination is available can be transferred only in dematerialized form for the Members in respect of the shares held with effect from, April 1, 2019, except in case of by them. Members who have not yet registered request received for transmission or transposition their nomination are requested to register the of securities. In view of this and to eliminate all same by submitting Form No. SH-13. Members are risks associated with physical shares and for requested to submit the said details to their DP ease of portfolio management, members holding in case the shares are held by them in electronic shares in physical form are requested to consider form and to RTA in case the shares are held in converting their holdings to dematerialized form.