Lal Balafi INDUSTRIES LIMITED
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lAl BALAfI INDUSTRIES LIMITED R.ef : IBIL/SE/20L9-2A Date: 22nd August, 20L9 To To The Manage!' The Manager/ Listing Depaftment, Dept. of Corporate Services National Stock Exchange of India Limited BSE Limited "EXCHANGE PLAZA", C-L, Block G Phiroze Jeejeebhoy Towers Bandra - Kurla Complex, Bandra (E) Dalal Street, Mumbai - 400 001 Mumbai - 400 051 (Company's Scrip Code: 532976) (Company's Scrip Code: JAIBAIAII) Dear Sir, Sub: Submission of the Notice for the 20th Annual General Meetinq & Annual Repoft for the Financial Year 2018-19 Pursuant to Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, kindly find enclosed herewith the Annual Report of the Company for the Financial Year 2018-2019 along with the Notice convening the 20th Annual General Meeting of the Company to be held on 19th September,2019 at 11:00 a.m. at Rotary Sadan (Shripati Singhania Hall), 9412, Chowringhee Road, Kolkata - 700 020. The same is for your kind information and record. ..tr Thanking you. Yours faithfully, FOT JAI BALAII INDUSTRIES LIMITED k&^0-' - AIAY KUMAR TANTIA Company Secretary Encl.: as above Regd. Office : 5, Bentinck Street, 1st Floor, Kokata- 700 001' 817 Fax: + 91 -33-2243 00211221A 789312'242 6263 Phone' : + 91 -33-2248 9808, 2248 3, E-nrail : [email protected], Website : rvww.jaibalaiigroup.com clN - L27 102W81 999P1C089755 Jai Balaji Industries Limited Annual Report 2018-19 Notice to the Shareholders Notice to the Shareholders Item No. 5 NOTICE IS HEREBY GIVEN THAT the Twentieth Annual To consider and, if thought fit, to pass, with or without General Meeting of the Members of Jai Balaji Industries modification(s), the following Resolution as a SPECIAL Limited will be held on Thursday, 19th September, 2019 at RESOLUTION: 11:00 a.m. at Rotary Sadan (Shripati Singhania Hall), 94/2, “RESOLVED THAT pursuant to the provisions of Sections Chowringhee Road, Kolkata – 700 020 to transact the following 149, 152 and other applicable provisions, if any, of the businesses: Companies Act, 2013 (“Act”), the Companies (Appointment ORDINARY BUSINESS and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other applicable Item No. 1 regulations of the Securities and Exchange Board of India To receive, consider and adopt the:- (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended (a) Audited Standalone Financial Statement of the Company from time to time, Smt. Seema Chowdhury (DIN: 07158338) for the financial year ended 31st March, 2019 together who was appointed as Independent Director of the Company with the Report of the Board of Directors and the Auditors for a term of 5 years with effect from 17th April, 2015 at the thereon. 16th Annual General Meeting of the Company held on 21st (b) Audited Consolidated Financial Statement of the September, 2015 and who is eligible for re-appointment and Company for the financial year ended 31st March, 2019 who meets the criteria for independence as provided in Section and the Auditors’ Report thereon. 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has Item No. 2 submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member To appoint a Director in place of Shri Sanjiv Jajodia under Section 160(1) of the Act proposing her candidature (DIN – 00036339 ), who retires by rotation and being eligible, for the office of Director, be and is hereby re-appointed as offers himself for re-appointment. an Independent Director of the Company, not liable to Item No. 3 retire by rotation, to hold office for a second term of five years commencing with effect from 17th April, 2020. To appoint a Director in place of Shri Amit Kumar Majumdar (DIN – 00194123), who retires by rotation and being eligible, “RESOLVED FURTHER THAT Board of Directors of the offers himself for re-appointment. Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient SPECIAL BUSINESS to give effect to this Resolution.” Item No. 4 Item No. 6 To consider and, if thought fit, to pass, with or without To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY modification(s), the following Resolution as a SPECIAL RESOLUTION: RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section “RESOLVED THAT pursuant to the provisions of Sections 148 and all other applicable provisions, if any, of the 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Companies Act, 2013 (“Act”), the Companies (Appointment Auditors) Rules, 2014 (including any statutory modification(s) and Qualifications of Directors) Rules, 2014, read with or re-enactment (s) thereof for the time being in force), the Schedule IV to the Act and Regulation 17 and other applicable consolidated remuneration amounting to Rs. 1,20,000 regulations of the Securities and Exchange Board of India (excluding applicable taxes and reimbursement of out-of (Listing Obligations and Disclosure Requirements) pocket expenses, if any) as recommended by the Audit Regulations, 2015 (“SEBI Listing Regulations”), as amended Committee and approved by the Board of Directors at its from time to time, Smt. Swati Agarwal (DIN: 07158355) who meeting held on 14th August, 2019 payable to M/s Mondal was appointed as Independent Director of the Company for & Associates, Proprietor Mr. Amiya Mondal, being the Cost a term of 5 years with effect from 17th April, 2015 at the 16th Auditor of the Company, having office at 45, Akhil Mistry Annual General Meeting of the Company held on 21st Lane, Kolkata – 700 009 for conducting the audit of the cost September, 2015 and who is eligible for re-appointment and records of the Company and providing Cost Audit Report who meets the criteria for independence as provided in Section and all such reports, annexures, records, documents etc., for 149(6) of the Act along with the rules framed thereunder and the financial year 2019-20, that may be required to be prepared Regulation 16(1)(b) of SEBI Listing Regulations and who has and submitted by the Cost Auditors under applicable statute, submitted a declaration to that effect and in respect of whom be and is hereby ratified and confirmed.” the Company has received a Notice in writing from a Member 1 Jai Balaji Industries Limited Annual Report 2018-19 Notice to the Shareholders (Contd.) under Section 160(1) of the Act proposing her candidature 10,10,00,000 (Ten Crores Ten Lacs) equity shares of Rs. 10/- for the office of Director, be and is hereby re-appointed as (Rupees Ten only) each to Rs. 1,25,00,00,000/- (Rupees One an Independent Director of the Company, not liable to Hundred and Twenty Five Crores only) divided into retire by rotation, to hold office for a second term of five 12,50,00,000 (Twelve Crores Fifty Lacs) equity shares of Rs. years commencing with effect from 17th April, 2020. 10/- (Rupees Ten only) each by creation of 2,40,00,000 (Two Crores Forty Lacs) equity shares of Rs. 10/- (Rupees Ten “RESOLVED FURTHER THAT Board of Directors of the only) each ranking pari-passu with the existing equity shares Company be and is hereby authorized to do all such acts, and consequently the existing Clause V of the Memorandum deeds and things as may be deemed proper and expedient of Association of the Company be and is hereby substituted to give effect to this Resolution.” with the following new Clause V as under: Item No. 7 V) The Authorised Share Capital of the Company is To consider and, if thought fit, to pass, with or without Rs. 1,25,00,00,000/- (Rupees One Hundred and Twenty Five Crores modification(s), the following Resolution as a SPECIAL only) divided into 12,50,00,000 (Twelve Crores Fifty Lacs) equity RESOLUTION: shares of Rs. 10/- (Rupees Ten only) each with the rights, privileges and conditions attaching thereof as are provided by the regulations “RESOLVED THAT pursuant to the provisions of Sections of the Company for the time being with power to increase and reduce 149, 152 and other applicable provisions, if any, of the the capital of the Company and to divide the shares in the capital Companies Act, 2013 (“Act”), the Companies (Appointment for the time being into several classes and to attach thereof respectively and Qualifications of Directors) Rules, 2014, read with such preferential rights,privileges or conditions as may be determined Schedule IV to the Act and Regulation 17 and other applicable by or in accordance with the regulations of the Company and to regulations of the Securities and Exchange Board of India vary, modify or abrogate any such rights, privileges or conditions (Listing Obligations and Disclosure Requirements) in such manner as may for the time being be provided by Regulations, 2015 (“SEBI Listing Regulations”), as amended the regulations of the Company or as may be permitted by the from time to time, Smt. Rakhi Bajoria (DIN: 07161473) who Companies Act. was appointed as Independent Director of the Company for a term of 5 years with effect from 17th April, 2015 at the 16th RESOLVED FURTHER THAT for the purpose of giving Annual General Meeting of the Company held on 21st effect to this resolution, the Board of Directors of the Company September, 2015 and who is eligible for re-appointment and be and is hereby authorised to take all necessary actions and who meets the criteria for independence as provided in Section do all such acts, deeds, matters and things, as it may in its 149(6) of the Act along with the rules framed thereunder and absolute discretion deem necessary, proper or desirable and Regulation 16(1)(b) of SEBI Listing Regulations and who has to settle any question, difficulty or doubt that may arise in submitted a declaration to that effect and in respect of whom this regard.” the Company has received a Notice in writing from a Member Item No.