r @ JAl BALAJI INDUSTRIES LIMITEDj I fl To To The Manager The Manager, Listing Department, Oept of mrpomte sawhs National Stcxk Exchange of Xndta Umited BSE Umited *D(UlANGE PLAZA", C-1, Block G Phlme Jeejeebhoy Towers Bdra- Kurla Complex, Bandra (E) Dalal Street, Mwaba1 - 400 051 Mumbal - 400001 (Company's Scrip Code: 3AIBAIAJI)v (Cornpaws %rip Code: 532976) - -1 MeensrslL Sub: mlsslon- of the Notice for -a .- .I'-- - I. a&*.. .r . Pursuant to Regulation 30 and 34 of the SEsI (Lktlng Obligations and Dlsdosure Rsqd-) Fkgulations, 2015, kindly find endosed hweW~the Annual kpwt of the Company for the Rnandal Ywr 2019-2020 along with the Notice convening th 21" An~lGewnl Meeting of the Company to be held on Thursday, 29October, 2020 at 11:00 a.m. through Wee Conmng PVC*) or atk audio visual means POAVM"), to transact the business as rnentiomd in the Nobioe of the AGM. n * Ttre same is for ywr ldnd Information and record. Thankitlg you. Yours fakhfdly, Far JAI BAWIINDUSTRfES UMITED b NAY KUMAR TANTIA -pany -ry -s End.: as above - .-'- - . - Phone : ;a Jai Balaji Industries Limited Annual Report 2019-20 Notice to the Shareholders Notice to the Shareholders Companies Act, 2013, read with the Companies (Audit and NOTICE IS HEREBY GIVEN THAT the Twenty First Annual Auditors) Rules, 2014 (including any statutory modification(s) General Meeting of the Members of Jai Balaji Industries or re-enactment (s) thereof for the time being in force), the Limited will be held through Video Conferencing (“VC”) or consolidated remuneration amounting to Rs. 1,20,000 Other Audio Visual Means (“OAVM”), on Thursday, 29th (excluding applicable taxes and reimbursement of out-of October, 2020 at 11:00 a.m. to transact the following businesses: pocket expenses, if any) as recommended by the Audit Committee and approved by the Board of Directors at its ORDINARY BUSINESS meeting held on 15th September, 2020 payable to M/s Mondal Item No. 1 & Associates, Proprietor Mr. Amiya Mondal, being the Cost To receive, consider and adopt the:- Auditor of the Company, having office at 45, Akhil Mistry Lane, Kolkata – 700 009 for conducting the audit of the cost (a) Audited Standalone Financial Statement of the Company records of the Company and providing Cost Audit Report for the financial year ended 31st March, 2020 together and all such reports, annexures, records, documents etc., for with the Report of the Board of Directors and the Auditors the financial year 2020-21, that may be required to be prepared thereon. and submitted by the Cost Auditors under applicable statute, (b) Audited Consolidated Financial Statement of the be and is hereby ratified and confirmed.” Company for the financial year ended 31st March, 2020 Item No. 6 and the Auditors’ Report thereon. To consider and, if thought fit, to pass, with or without Item No. 2 modification(s), the following Resolution as a SPECIAL To appoint a Director in place of Shri Rajiv Jajodia (DIN - RESOLUTION: 00045192), who retires by rotation and being eligible, offers “RESOLVED THAT pursuant to the provisions of Sections himself for re-appointment. 149, 152 and other applicable provisions, if any, of the Item No. 3 Companies Act, 2013 (“Act”), the Companies (Appointment To appoint a Director in place of Shri Gaurav Jajodia and Qualifications of Directors) Rules, 2014, read with (DIN – 00028560), who retires by rotation and being eligible, Schedule IV to the Act and Regulation 17 and other applicable offers himself for re-appointment. regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Item No. 4 Regulations, 2015 (“SEBI Listing Regulations”), as amended To consider and, if thought fit, to pass, with or without from time to time, Shri Ashim Kumar Mukherjee (DIN: modification(s), if any, the following resolution as 00047844 ), who is more than 75 years of age and who was ORDINARY RESOLUTION: appointed as Independent Director of the Company for a “RESOLVED THAT pursuant to the provisions of Section term of 5 years with effect from 2nd December, 2015 at the 139,142 and all other applicable provisions, if any, of the 17th Annual General Meeting of the Company held on 20th Companies Act, 2013 read with the Companies (Audit and September, 2016 and who is eligible for re-appointment and Auditors) Rules, 2014 including any statutory modification(s) who meets the criteria for independence as provided in or re-enactment (s) thereof for the time being in force), M/s Section 149(6) of the Act along with the rules framed S. K. Agrawal & Co., Chartered Accountant having Firm thereunder and Regulation 16(1)(b) of SEBI Listing Regulations Registration No. 306033E of Suite 606-08, The Chambers, and who has submitted a declaration to that effect, be and is 1865, Rajdanga Main Road, Kolkata- 700 107 be and are hereby hereby re-appointed as an Independent Director of the appointed as the Statutory Auditors of the Company to hold Company, not liable to retire by rotation, to hold office for a office from the conclusion of this Annual General Meeting second term of five years commencing with effect from 2nd until the conclusion of 24th Annual General Meeting on such December, 2020. remuneration apart from reimbursement of out of pocket RESOLVED FURTHER THAT the Board be and is hereby expenses and taxes as applicable, and terms and conditions authorised to do all such acts, deeds and things as may as set out in the explanatory statement to this Notice.’’ be deemed proper and expedient to give effect to this SPECIAL BUSINESS Resolution.’’ Item No. 5 Item No. 7 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 ORDINARY RESOLUTION: RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section “RESOLVED THAT Shri Bimal Kumar Choudhary (holding 148 and all other applicable provisions, if any, of the DIN: 08879262), who was appointed as an Additional Director 1 Jai Balaji Industries Limited Annual Report 2019-20 Notice to the Shareholders (Contd.) in the meeting of the Board of directors of the Company held conditions of appointment and remuneration as set out in on 15th September, 2020 pursuant to the provisions of Section the agreement of the appointment, as approved by the Board 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Directors of the Company and the Nomination & of Association of the Company and who holds office upto Remuneration Committee and as set out in the Explanatory the date of this Annual General Meeting and whose Statement annexed hereto. appointment has been recommended by the Nomination and RESOLVED FURTHER THAT the Board of Directors and Remuneration Committee and Board of Directors of the the Nomination & Remuneration Committee of the Company Company be and is here by appointed as a Director of the be and are hereby authorized to alter and vary such terms of Company, liable to retire by rotation.” appointment and remuneration from time to time as may be Item No. 8 mutually agreed to between the Board of Directors and Shri To consider and, if thought fit, to pass, with or without Bimal Kumar Choudhary subject to the limits contained in modification(s), the following Resolution as a ORDINARY the Companies Act, 2013. RESOLUTION: RESOLVED FURTHER THAT the Board be and is hereby “RESOLVED THAT pursuant to the recommendation of the authorised to file necessary forms with the Registrar of Nomination & Remuneration Committee, and approval of Companies and to take further steps to give effect to this the Board and pursuant to the provisions of Sections 196, resolution and to do all such act, deeds and things as may be 197, 203, Schedule V and other applicable provisions, if any, necessary and incidental thereto for the said purpose.” of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and also subject to the approval of the necessary statutory authorities, if required, Registered Office: approval of the members of the Company be and is hereby By Order of the Board 5, Bentinck Street, For Jai Balaji Industries Limited accorded to the appointment of Shri Bimal Kumar Choudhary Kolkata - 700 001 (holding DIN: 08879262), as Executive Director of the Sd/- Company for a period of three years with effect from 15th Place : Kolkata Ajay Kumar Tantia September, 2020 to 14th September, 2023 upon the terms and Date : 15th September, 2020 Company Secretary Notes: concerning each item of Special Business under item no. 1. In the view of the outbreak of the COVID-19 pandemic, 5 to 8 of the Notice to be transacted at the Twenty First social distancing is a norm to be followed and Ministry Annual General Meeting (‘the meeting’) is annexed hereto of Corporate Affairs ( MCA) has vide its General Circular and forms part of the Notice. The relevant details, pursuant No. 20/2020 dated 5th May, 2020, read with General to Regulation 26(4) and 36(3) of SEBI Listing Regulations Circular No. 14/2020 dated 8th April, 2020 and General and Secretarial Standards on General Meetings issued by Circular No. 17/2020 dated 13th April, 2020 (collectively the Institute of Company Secretaries of India, in respect referred to as “MCA circulars” permitted the holding of of the Director seeking re-appointment /appointment at the Annual General meeting (“ AGM”) through this AGM are also annexed. VC/OAVM, without the physical presence of the 3.