Dhampur Sugar Mills Limited
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DHAMPUR SUGAR MILLS LIMITED DHAMPUR, DISTRICT BIJNOR (U.P.) 246761 Tel: 01344-220006, Fax: 01344-220662 Email: [email protected] Website: www.dhampur.com, CIN : L15249UP1933PLC000511 NOTICE TO SHAREHOLDERS Notice is hereby given that the 84th Annual General Meeting of to time and such other permissions as may be necessary, the the Company shall be held on Monday, the 2nd day of September, members hereby ratify the remuneration of ` 2,00,000/- plus 2019 at the Registered Office of the Company at Sugar Mill applicable taxes and re-imbursement of expenses incurred / to Compound, Dhampur, Distt. Bijnor (U.P.) 246761 at 2:00 p.m. to be incurred on actual basis payable to Shri S.R. Kapur, Cost transact the following business. Accountant, Khatauli District-Muzaffarnagar (U.P.) who was re- appointed as Cost Auditors of the Company for the Financial Ordinary Business: Year 2019-20 by the Board of Directors on the recommendation Item No. 1 of Audit Committee of the Company. To receive, consider and adopt the Balance Sheet as at 31st RESOLVED FURTHER THAT Board of Directors and Company March, 2019 and the Profit & Loss Account of the Company for Secretary of the Company be and are hereby authorized to do all the year ended 31st March, 2019 together with Board’s Report acts, deeds, matters and things as they may consider necessary, and Auditors’ Report thereon. proper or desirable or expedient to give effect to the above resolution.” Item No. 2 Item No. 7 To confirm the payment of Interim Dividend of ` 3.50 per Equity Share of ` 10 each and to declare Final Dividend of ` 3.00 per Increase in Remuneration of Statutory Auditors of the Equity Share of ` 10 each for the Financial Year 2018-19. Company. Item No. 3 To consider and if thought fit, to pass the following resolutions as ordinary resolutions:- To appoint a director in place of Shri Vijay Kumar Goel, who retires by rotation and being eligible offers himself for re-appointment. “RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Item No. 4 Act, 2013 (“Act”) and rules framed thereunder, as amended To appoint a director in place of Shri Ashok Kumar Goel, who from time to time and such other permissions as may be nec- retires by rotation and being eligible offers himself for re- essary, the consent of members be and is hereby accorded to appointment. increase the remuneration to be paid to M/s. TR Chadha & Co LLP, Chartered Accountants and M/s. Atul Garg & Associates, Item No. 5 Chartered Accountants, Joint Statutory Auditors of the Company To appoint a director in place of Shri Gaurav Goel, who retires to ` 16,00,000 per annum each plus applicable taxes and re-im- by rotation and being eligible offers himself for re-appointment. bursement of expenses incurred / to be incurred on actual basis commencing from the Financial Year 2019-20. Special Business: RESOLVED FURTHER THAT Board of Directors of the Com- Item No. 6 pany be and are hereby directed authorised to take necessary Payment of Remuneration to the Cost Auditor for the actions and are further authorised for modification in the above Financial Year 2019-20: mentioned remuneration in future, as it deems necessary”. To consider, and if thought fit, to pass the following resolutions as Item No. 8 ordinary resolution:- Invitation and Acceptance of Fixed Deposits from the “RESOLVED THAT pursuant to the provisions of Section 148 Members and Public: and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and rules framed thereunder, as amended from time To consider and if thought fit, to pass the following resolution as ordinary resolution:- ( 1 ) “RESOLVED THAT pursuant to the provisions of Sections 73, who has submitted a declaration that he meets the criteria for 74, 76 and all other applicable provisions of the Companies Act, independence as provided in Section 149(6) of the Act and the 2013 and rules made there under, provisions of Memorandum Listing Regulations and who is eligible for re-appointment, be and and Articles of Association of the Company and subject to such is here by re-appointed as Independent Director of the Company conditions, approvals, permissions as may be necessary, the to hold office for another term of five consecutive years with effect consent of the members be and is here by accorded to invite and from the conclusion of the ensuing Annual General Meeting till accept deposits from the Public and Members within the limits 01st September, 2024. arrived on the basis of Audited Balance Sheet of the Company RESOLVED FURTHER THAT Board of Directors and Company as at 31st March, 2019 on such term and conditions as may be Secretary of the Company be and are hereby authorized to do all decided by the Board of Directors. acts, deeds, matters and things as they may consider necessary, RESOLVED FURTHER THAT for the purpose of giving effect to proper or desirable or expedient to give effect to the above this resolution, Board of Directors of the Company be and are resolution.” hereby authorized to do all acts, deeds, matters and things as Item No. 11 they may consider in their absolute directions necessary, proper or desirable or expedient or appropriate and take all necessary Re-appointment of Shri. Ashwani Kumar Gupta, Non- and desirable steps for the aforesaid purpose and matters Executive Independent Director of the Company. incidental thereto.” To consider and if thought fit, to pass the following resolutions as Item No. 9 Special Resolution:- Payment of Commission to Non-Executive Independent “RESOLVED THAT pursuant to the provisions of Sections 149, Directors of the Company: 150, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Appointment To consider and if thought fit, to pass the following resolutions as and Qualification of Directors) Rules, 2014 (including any Special Resolution:- statutory modification(s) or re-enactment thereof for the time “RESOLVED THAT pursuant to the provisions of Section 197 being in force) read with Schedule IV to the Act and Regulation and other applicable provisions of the Companies Act, 2013 16(1)(b) of the Securities and Exchange Board of India (Listing and Schedule V to the Companies Act, 2013, the consent of Obligations and Disclosure Requirements) Regulations, 2015, the members be and is here by accorded to pay Commission to as amended, (the “Listing Regulations”), Shri Ashwani Kumar all the Non-Executive Independent Directors (except Managing Gupta (DIN: 00108678), Independent Director of the Company Directors, Executive Directors and Nominee Director) of the who has submitted a declaration that he meets the criteria for amount as may be decided by the Board, subject however that independence as provided in Section 149(6) of the Act and the the aggregate of such commission shall not exceed 1% of the net Listing Regulations and who is eligible for re-appointment, be and profits of the Company for the Financial Year 2018-19, computed is here by re-appointed as Independent Director of the Company in the manner referred to in Section 198(1) of the said Act. to hold office for another term of five consecutive years with effect from the conclusion of the ensuing Annual General Meeting till RESOLVED FURTHER THAT Board of Directors and Company 01st September, 2024. Secretary of the Company be and are hereby authorized to do all acts, deeds, matters and things as they may consider necessary, RESOLVED FURTHER THAT Board of Directors and Company proper or desirable or expedient to give effect to the above Secretary of the Company be and are hereby authorized to do all resolution.” acts, deeds, matters and things as they may consider necessary, proper or desirable or expedient to give effect to the above Item No. 10 resolution.” Re-appointment of Shri. Mahesh Prasad Mehrotra,Non- Item No. 12 Executive Independent Director of the Company. Re-appointment of Shri Priya Brat, Non-Executive To consider and if thought fit, to pass the following resolutions as Independent Director of the Company. Special Resolution:- To consider and if thought fit, to pass the following resolution as “RESOLVED THAT pursuant to the provisions of Sections 149, Special Resolution:- 150, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Appointment “RESOLVED THAT pursuant to the provisions of Sections and Qualification of Directors) Rules, 2014 (including any 149, 150, 152 and any other applicable provisions, if any, statutory modification(s) or re-enactment thereof for the time of the Companies Act, 2013 (the “Act”) and the Companies being in force) read with Schedule IV to the Act and Regulation (Appointment and Qualification of Directors) Rules, 2014 16(1)(b) of the Securities and Exchange Board of India (Listing (including any statutory modification(s) or re-enactment thereof Obligations and Disclosure Requirements) Regulations, 2015, for the time being in force) read with Schedule IV to the Act and as amended, (the “Listing Regulations”), Shri Mahesh Prasad Regulation 16(1)(b) of the Securities and Exchange Board of India Mehrotra (DIN: 00016768), Independent Director of the Company (Listing Obligations and Disclosure Requirements) Regulations, ( 2 ) 2015, as amended, (the “Listing Regulations”), Shri Priya Regulation 16(1)(b) of the Securities and Exchange Board of India Brat (DIN: 00041859), Independent Director of the Company (Listing Obligations and Disclosure Requirements) Regulations, who