RCL FOODS LIMITED Registered Office: No
Total Page:16
File Type:pdf, Size:1020Kb
RCL FOODS LIMITED Registered Office: No. 200-A, Madhavaram High Road, Madhavaram, Chennai- 600 060. Tamil Nadu, India. T:91-44-31905002 E:[email protected] Web: rclfoods.in Date: 21.02.2017 To The Deputy General Manager - CRD The Bombay Stock Exchange Limited PJTowers Dalal Street Mumbai - 400 001 Sub: Submission of a copy of annual report Dear Sir, Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Please find enclosed the copy of Annual Report for your kind information and records. Kindly acknowledge the receipt. Thanking you, Yours Sincerely, FORRCLFOODSLIMITED Director RCL Foods Limited 24TH Annual Report & Accounts For the year ended 31st March 2016 TM RCL FOODS LIMITED (Formerly Known As Passari Cellulose Limited) BOARD OF DIRECTORS Mr. Nitesh R Lodha - Chairman & Director Mr. Kushal Jain - Director Mr. Pramod Kumar Agarwal - Director (Up to 04.06.2016) Mrs. Kushbu - Director Mr. Vimal Chand Chordia - Addl. Director (W.E.F 03.09.2016) Mr. Shreyans R Lodha - Cfo AUDITORS M/s. Krishnan & Giri, Chartered Accountants, Chennai BANKERS 1) Icici Bank Ltd, Madhavaram Branch, Chennai LISTING INFORMATION REGISTERED OFFICE 1. The Bombay Stock Exchange Ltd No.200-A, Madhavaram High, 2. Madras Stock Exchange Ltd Road, Madhavaram, Chennai - 600 060. REGISTRAR & SHARE TRANSFER AGENT FACTORY Cameo Corporate Services Limited No.200-A, Madhavaram High No.2, Club House Road, Road, Madhavaram, Chennai 600 002 Chennai - 600 060. 1 NOTICE Notice is hereby given that the TWENTY FOURTH ANNUAL GENERAL MEETING of the members of M/s. RCL FOODS LIMITED will be held at No.200-A, Madhavaram High Road, Madhavaram, Chennai 600060 on Wednesday, the 8th day of February, 2017 at 11.00 A.M to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31.03.2016, the Profit and Loss Account and Cash Flow Statement of the Company for the period ending 31.03.2016 and the reports of the Directors and Auditors thereon. 2. To appoint a Director in the place of Ms. Kushbu, (DIN: 07141954), Director, who retires by rotation and being eligible, offers herself for re-appointment. 3. To ratify the appointment of M/s. Krishnan & Giri., Chartered Accountants (FRN: 001512S) as Statutory Auditors of the Company for the year 2016-17 and to fix their remuneration. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass the following resolution as an Ordinary resolution. “RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Gumanmal Vimal Chand Chordia (DIN: 03446848), who was appointed as an Additional Director of the Company with effect from September 03, 2016 by the Board of Directors and who holds office upto the date of this Annual General Meeting pursuant to section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director under section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, for a period of five years, not liable to retire by rotation” “RESOLVED FURTHER THAT the any one of the Director of the Company, be and is hereby authorized to sign necessary forms and do all such acts, deeds, things as may be required to give effect to the above resolution.” By Order of the Board For RCL FOODS LIMIETD Place: Chennai Date: 25.11.2016 Sd/- NITESH R LODHA Chairman & Director DIN: 01748000 2 NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy and proxy need not be a member. The proxies should be lodged with the company not later than 48 hours before the time fixed for the commencement of the meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or shareholder. 2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to special business to be transacted at the Annual General Meeting is annexed hereto. 3. Revenue stamp should be affixed on the Proxy form. Forms which are not stamped are liable to be considered invalid. It is advisable that the Proxy holder‟s Signature may also be furnished in the Proxy Form, for identification purpose. 4. Corporate members intending to send their authorized representatives to attend the AGM are requested to send to the Company a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the AGM. 5. The register of members and share transfer of the company will remain closed from 02.02.2017 to 08.02.2017 (Both days inclusive). 6. The members are requested to intimate to the Company and or to its Registrar & Share Transfer Agent M/s. Cameo Corporate Services Limited, No.2, Club House Road, Chennai – 600 002 for changes, if any, in their registered address along with Pin Code Number. 7. Members are informed that copy of annual report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the annual report to the meeting. 8. Members are requested to quote their Folio Number, email ID, mobile numbers in all correspondences with the Company. 9. Details under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment. 10. Voting through electronic means: In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed there under, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services (India) Limited (CDSL), on all resolutions as set forth in this Notice. The instructions for shareholders voting electronically are as under: (i) The voting period begins on Saturday the 4th day of February 2017 (09.00 a.m. IST) and ends on Tuesday the 7th day of February, 2017 (05.00 p.m. IST). During this period shareholders‟ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday the 1st day of February 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. (iii) The shareholders should log on to the e-voting website www.evotingindia.com. (iv) Click on Shareholders. (v) Now Enter your User ID a. CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (vi) Next enter the Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below: 3 For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.(Sequence number has been provided as Serial Number (SL NO.) in the Address Label In case the sequence number is less than 8 digits enter the applicable number of 0‟s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat Bank Details account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v). (ix) After entering these details appropriately, click on “SUBMIT” tab. (x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach „Password Creation‟ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.