Shree Rama Newsprint. Imited
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SHREE RAMANEWSPRINT.�IMITED L1m ted) (formerly Rama Newsprint and Papers � : 395 005. GuJarat. (INDIA) Taluka Olpad, District Surat. PIN Viii. Barbodhan, 02621-224206 II 224204, 224205, 224207 . Fax : Tel. : 02621-224203, . E-mail : [email protected] Date: 29.07.2019 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block - G, Dalal Street, Bandra Kurla Complex, Bandra(E), Mumbai - 400 001. Mumbai - 400 051 Dear Sir/ Mam, Sub.: Notice of 2gthAnnual General Meeting Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure h Requirements) Regulations, 2015, please find enclosed herewith Notice of the 28t Annual General Meeting of Shree Rama Newsprint Limited to be held on Wednesday, 21st August, 2019 at 02:00 p.m. at Community Hall, Shree Rama Newsprint Limited Staff Colony, near Registered Office of the company at Village Barbodhan, Taluka Olpad, District Surat, Gujarat- 395005 This is for your information and record. Thanking You FOR, SHREE RAMA NEWSPRINT LIMITED GIN : L21010GJ1991 PLC019432 Web site : www.ramanewsprint.com E-mail : [email protected] SHREE RAMA NEWSPRINT LIMITED NOTICE NOTICE IS HEREBY GIVEN THAT THE 28TH ANNUAL GENERAL MEETING OF THE MEMBERS OF SHREE RAMA NEWSPRINT LIMITED WILL BE HELD ON WEDNESDAY, 21ST, AUGUST 2019 AT COMMUNITY HALL, SHREE RAMA NEWSPRINT LIMITED STAFF COLONY, NEAR REGISTERED OFFICE OF THE COMPANY AT VILLAGE BARBODHAN, TALUKA OLPAD, DISTRICT SURAT, GUJARAT- 395005, AT 02:00 P.M. TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESSES: (1) To consider and adopt the audited Financial Statements of the Company for the financial year ended March 31, 2019 and the Reports of the Board of Directors’ and Auditor’s thereon. (2) To appoint a Director in place of Mr. Ganpatraj L. Chowdhary (DIN: 00344816), Director, who retire by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESSES: (3) Ratification of Remuneration of Cost Auditor: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 if any and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being in force), remuneration payable to M/s. Nanty Shah and Associates, Cost Accountants holding membership No. 31497 appointed by the Board of Directors of the Company as Cost Auditors for conducting the audit of the cost records of the Company, for the financial year ending 31st March, 2020, amount not exceeding` 30,000/- excluding out of pocket expenses and applicable Goods and Service Tax be and is hereby approved.” (4) Appointment of Mrs. Meenu Singhvi (DIN: 08173316) as an Independent Director of the Company. To consider and if thought fit, to pass the following resolution, as an Ordinary resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Meenu Sajjak Singhvi (DIN:08273316), who was appointed as an Additional Director by the Board of Directors on 3rd November, 2018 pursuant to the provisions of Section 149 and 161 of the Companies Act, 2013 and whose term of office expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for 5 (five) consecutive years for a term up to 2nd November,2023. RESOLVED FURTHER THAT any director of the Company or Company Secretary of the Company be and is hereby authorised to sign and submit documents related to appointment as and when required and to file necessary form in this regard.” (5) Re-Appointment of Mr. Siddharth G. Chowdhary (DIN: 01798350) as Whole -Time Director (Executive Director) of the Company. To consider and if thought fit, to pass the following resolution, as a Special Resolution: “RESOLVED THAT pursuant to recommendation of Nomination and Remuneration Committee and in pursuance to the provisions of section 196 and section 197 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 consent of the members of the Company be and is hereby granted for reappointment of Mr. Siddharth G. Chowdhary (DIN : 01798350 ) as a Whole Time Director of the Company on the terms and conditions as mentioned below: 1. Terms of appointment: From 10.12.2019 to 09.12.2022 2. Salary: Rs. 7,50,000/- per month 3. Perquisites and allowances: In addition to the salary, Mr. Siddharth G. Chowdhary shall also be entitled to the perquisites and allowances as under: a. Contribution to Provident Fund, Superannuation Fund or Annuity Fund as per the rules of the Company. b. Gratuity payable at the rate of not exceeding half a month’s salary for each completed year of service calculated as per the provisions of “The Payment of Gratuity Act, 1972.” c. Encashment of leave at the end of the tenure as per the Company’s rules. d. Reimbursement of membership fees for a maximum of two clubs. e. Car, Telephone, Cell Phone, PC shall be provided and their maintenance and running expenses shall be met by the Company. The use of above at residence for official purpose shall not be treated as perquisites. f. Reimbursement of medical expenses incurred in India or abroad including hospitalization, nursing home and surgical charges for himself and family subject to ceiling of one month salary in a year. g Personal accidents and Mediclaim Insurance Policy, premium not to exceed Rs.1,00,000/- per annum. h. Reimbursements of actual travelling expenses for proceeding on leave with family to anywhere in India or abroad as per rules of the Company. 2 Annual Report 2018-2019 SHREE RAMA NEWSPRINT LIMITED RESOLVED FURTHER THAT not with standing to the above in the event of any loss or inadequacy of profit in any financial year of the Company during the tenure of Mr. Siddharth G. Chowdhary as a Whole Time Director of the Company, the remuneration payable to him shall be in accordance with the limit prescribed in section II of Part II of Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT any one of the Directors of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds and execute such documents as may be required for the purpose of implementation of this resolution.”By Order of the Board For SHREE RAMA NEWSPRINT LIMITED P. K. MUNDRA President (Finance), Chief Financial Officer Date: 30.05.2019 & Company Secretary Place: Ahmedabad Membership No. :3937 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE MEMBER. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY MAY APPOINT A SINGLE PERSON AS PROXY. HOWEVER, SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 2. Proxies in order to be effective must be received by the Company not less than 48 hours before the commencement of the Meeting. 3. The Explanatory Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013, Secretarial Standard- 2 on General Meetings and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Special Business under Item Nos. 3 to 5 of the accompanying Notice is annexed hereto. 4. Corporate members are required to send a certified true copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives to attend and vote on their behalf at the Meeting. 5. Members are requested to notify immediately any change in their Registered Address to the Company’s Registrar, LINK IN TIME INDIA PRIVATE LIMITED, Unit: Shree Rama Newsprint Ltd., C-101, 247Park, L.B.S. Marg, Vikhroli (West),Mumbai–400083. Members, who hold shares in dematerialized form, are requested to bring their Client ID and DP ID Nos. fore as identification of attendance at the Meeting. 6. Shareholders seeking any information with regard to the Accounts are requested to write to the Company at an early date to enable the Management to keep the information ready. 7. The documents referred to in this Notice are open for inspection by any Member at the Registered Office of the Company during the Company’s business hours on any working day up to the date of the Annual General Meeting and will also be available for inspection at the Meeting. 8. Pursuant to the Green Initiative taken by the Government, your Company shall send Annual Report and other communications from time to time to the shareholders electronically to the e-mail address provided by them. 9. The Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for availing Electronic Voting facility which is required as per provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014. Members having shares in physical form are requested to intimate their e-mail Ids to Registrar& Share Transfer Agents viz., Link Intime India Pvt.