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Bansisons Tea Industries Ltd. Proxy Solicitation & Information Statement 2019

Sep 9, 2019

64060_rns_2019-09-09_f5a9cb4c-4bc1-4d1d-bec4-785fb50d6d6b.pdf

Proxy Solicitation & Information Statement

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BANSISONS TEA INDUSTRIES LIMITED

CIN: L15520WB1987PLC043082 Registered office: 264M G Road, Siliguri-734005, West Bengal Phone No. 0353-2501808, Website: www.bansisonstea.in; E-mail: [email protected]

NOTICE

To The Members

NOTICE is hereby given that the 32"d Annual General Meeting (AGM) ofthe Members of the company will be held on Monday, 30'h September, 2019 at 11.00 A.M at the Meeting Hall of Hotel Embassy, Siliguri -734001 to transact the following business:

Ordinary Business:

  • I. To consider and adopt the Audited Accounts of the Company, as at 32nd March, 2019 and the report of the Board of Directors' and Auditors' thereon.
    1. To appoint a Director in place of Paritosh Ghiraiya, who retires by rotation and being eligible offers himself for re-appointment
    1. To appoint the Auditor and to fix their remuneration. In this regard 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 139 and all other applicable provisions of the Companies Act, 2013 (the "Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), the Company hereby appoints AGARWAL SUSHIL KUMAR & CO chartered Accountants (FRN: 323412E), as the Statutory Auditors ofthe Company to hold office for 5 consecutive financial Years.

Regd. Office: 264 MGRoad, Siliguri 734005

Date: 28/08/2019

By Order of the Board

S.LAganval Whole Time Director

NOTES:

  • I) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING
  • 2) The Register of Members and Share Transfer Books of the company will remain closed from 23"' September 2019 to 30'• September, 2019 (both days inclusive).
  • 3) The Members/Representatives/Proxy (ies) is requested to bring attendance slip, as enclosed, duly filled in, together with their copy of Annual Report and notice convening the Annual General Meeting.
  • 4) In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
  • 5) Corporate members intending to send their authorized representatives to attend the Annual General Meeting are requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Annual General Meeting.
  • 6) Shareholders seeking any information with regard to the Accounts are requested are requested to write to the company at least seven days in advance so as to enable the Management to keep the information ready at the Annual General Meeting.
  • 7) Electronic copy of the Annual Report for 2018-19 and Notice of the 32nd Annual General Meeting of the Company intera/ia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all such members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report and Notice of the 32nd Annual General Meeting of the Company interalia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. Members may also note that Notice of 32nd Annual General Meeting and Annual Report for 2018-19 will also be available on Company's website at www.bansisonstea.in for their download.
  • 8) Members who have not registered their e-mail addresses so far are requested to register their email address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
  • 9) Voting through electronic means
  • I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and Clause 35B of the Listing Agreement, the Company is pleased to provide members, the facility to exercise their right to vote by electronic means at the 32nd Annual General Meeting (AGM) and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL).

The instructions fore-voting are as under:

  • A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participant(s)]:
  • i) Open email and open PDF file viz, "Bansisons Tea Industries Limited e-voting.pdf' with your Client lD or Folio No. as password. The said PDF file contains your user lD and Password/PIN fore-voting. Please note that the password is an initial password.
  • ii) Launch internet browser by typing the following URL https://www.evoting.nsdl.com
  • iii) Click on Shareholder- Login
  • iv) If you are already registered with NSDL fore-voting then you can use your existing user lD and password/PIN for casting your vote.3
  • v) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
  • vi) Password Change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or ·combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • vii) Home page ofe-voting opens. Click one-voting: Active Voting Cycles.
  • viii) Select the "EVEN" (E-Voting Event Number) ofBansisons Tea Industries Limited.
  • ix) Now you are ready fore-voting as Cast Vote page opens.
  • x) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
  • xi) Upon confirmation, the message "Vote cast successfully" will be displayed.
  • xii) Once you have voted on the resolution, you will not be allowed to modify your vote.
  • xiii) Institutional shareholders (i.e other than individuals, HUF, NRI etc. ) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution! Authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]
  • B. In case Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants or requesting physical Copy].
  • i) Initial password is provided as below/at the bottom at the Attendance Slip for the AGM: EVEN (E-Voting Event Number) USER TO PASSWORD/PIN
  • ii) Please follow all steps from Sl. No. (ii) to SL No. (xiii) above to cast vote.

  • IT. In case of any queries, you may refer the Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for Shareholders available at the downloads section of www.evoting.nsdl.com
  • Ill. If you are already registered with NSDL fore-voting then you can use your existing user ID and password/PIN for casting your vote.

General Instructions

  • a} The remote e-voting period commences on 27th September 2019 from 10:00 A.M (1ST) and ends on 29th September 2019 5:00 P.M (1ST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date (record date) i.e.23'' September, 2019 may cast their vote electronically. Thee-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. Further, members who have previously cast their vote electronically shall not be allowed to vote again at the meeting.
  • b) A member may participate in the AGM even after exercising his right to vote through remote e-voting, but shall not be allowed to vote again at the AGM.
  • c) The facility for voting through ballot will also be made available at AGM, and member attending AGM who have not cast their vote by remote e-voting will be able to exercise their right at AGM. Shareholders who have not case their vote electronically by remote e-voting may only cast their vote at the AGM through ballot paper.
  • d) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-offdate (record date) of23'' September, 2019
  • e) The Board of Directors of the company at their meeting held on 28'h August, 2019 has appointed Monalisa Datta, Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process in fair and transparent manner, whose e-mail address is: pcsmonalisa [email protected].
  • f) The results of voting will be announced within 2 days of passing resolution at the Annual General Meeting of the company to be held at Meeting Hall of Hotel Embassy, Siliguri on Monday, 30th September 2019 at 11:00 AM. The results of the voting will be communicated to the stock exchanges and also be hosted on the website of the company www.bansisonstea.in