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P.B.M. Polytex Ltd. — Proxy Solicitation & Information Statement 2021
Sep 6, 2021
61511_rns_2021-09-06_27367e8f-d9d1-4510-85c8-067d8a50f7b5.pdf
Proxy Solicitation & Information Statement
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PBM POLYTEX LTD. CIN 117110GJ1919PLC000495 REGD. OFFICE: OPP. STATION, POST:PETLAD — 388450, DIST. ANAND, GUJARAT, PEM PHONE; 224001, 224003, STORES: 224005, SALES: 224006, FAX (02697) 224009, E-Mail: [email protected]
THROUGH BSE.LISTING CENTRE
Date 06.09.2021
To, The General Manager M/s BSE Limited, Department of Corporate Services, Floor 25, P. J. Tawers, Dalal Street, Mumbai - 400001
mpany Code: BSE Limited, Listing Code — 514087
Sir / Madam,
SUB: NOTICE OF 102ND ANNUAL GENERAL MEETING (AGM)
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of 10274 Annuat General Meeting of the Members of the Company scheduled to be held on Thursday, the 30" September, 2021 at 11.00 A.M. through Video Conferencing ("VC") / Other Audio-Visual Means (COAVM"). The Notice and the Annual Report are also uploaded at the website of the company www.pbmpolytex.com
This is for your information and records.
Thanking you, For PBM Polyt
Gopal Patodia Managing Director (DIN: 00014247)
ENCL: As Above


PBM POLYTEX LIMITED
102" ANNUAL REPORT (2020-21)
| BOARD OF DIRECTORS | Shri Krishan Kumar Patodia Shri Gopal Patodia Shri Mohan Kumar Patodia Shri Hari Prasad Siotia Shri Jugalkishore Todi Smt. Vinita Devi Modi Shri Ashok Pandit Shri Rakesh Todi Shri Chirayush Patel |
Chairman Managing Director Managing Director cum CFO Non — Executive Director Independent Director Independent cum Woman Director Independent Director Independent Director Independent Director |
|---|---|---|
| SENIOR EXECUTIVES | Shri Amit Patodia Shri Vikash Patodia |
Senior President cum CEO Senior President |
| COMPANY SECRETARY | Ms. Swati Sharda (w.e.f. 12.10.2020) | |
| REGISTERED OFFICE | Opposite Railway Station, Petlad — 388450 Dist. Anand, Gujarat, Website — www.pbmpolytex.com |
|
| MUMBAI OFFICE | 12th Floor, Raheja Chambers, 213, Nariman Point, Mumbai — 400021 |
|
| CORPORATE OFFICE | 8th Floor, Ramakrishna Chambers, Productivity Road, Alkapuri, Vadodara — 390007 |
|
| MANUFACTURING UNITS | (1) Dist. Anand, Gujarat. Plot No. 16 to 19, Sector B, (2) AKVN Industrial Area, |
Opposite Railway Station, Petlad — 388450 Kheritaigaon, Borgaon, Dist. Chhindwara (MP) |
| WINDMILLS | (1) (2) (3) Dist. Jamnagar (Guj.) (4) |
Vill: Suthari, Revenue Survey No. 870/p, AbdasaTaluka, Dist. Kutch (Guj.} Vill: OkhaMachi, Survey No. 24 Part, TalukaDwarka, Dist. Jamnagar (Guj.} Vill: Methan Survey No. 284, Taluka Jamjodhpur, Vill: Methan Survey No. 284/3 paiki, Taluka Jamjodhpur, Dist. Jamnagar (Guj.) |
| BANKERS | State Bank of India IDBI Bank Limited |
|
| AUDITORS | M/s. Rinkesh Shah& Co. (FRN : 129690W} Chartered Accountants, B-305/304, Fairdeal House, Nr. Swastik Cross road, Navrangpura, Ahmedabad-380 009. |
|
| REGISTRAR AND SHARE TRANSFER AGENT ("RTA") |
M/s. Link Intime India Pvt. Ltd. having its branch office at B-102 & 103, Shangrila Complex, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara — 390020 |
PBM POLYTEX LIMITED
NOTICE TO SHAREHOLDERS
Notice is, hereby, given that the 102nd Annual General Meeting of the Members of PBM Polytex Limited will be held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"}, on Thursday, the 30°" Day of September, 2021 at 11:00 A. M.to transact the following business:
ORDINARY BUSINESS:
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- To receive, consider and adopt the Financial Statements including Audited Balance Sheets as at 31% March 2021, Statements of Profit and Loss (along with Audited Consolidated Financial Statements) and Cash Flow Statements for the year ended on that date together with the Directors' Report and Auditors' Reports thereon.
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- To declare dividend on equity shares for the Financial Year ended on 31* March, 2021.
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- To appoint a Director in place of Shri Krishan Kumar Patodia (DIN: 00027335) as director who retires by rotation and being eligible, offers himself for re-appointment.
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- To appoint a Director in place of Shri Gopal Patodia (DIN: 00014247) as director who retires by rotation and being eligible, offers himself for re-appointment
SPECIAL BUSINESS:
- Toratify the remuneration payable to the Cost Auditor for the financial year 2020-21:
To consider and, if thought fit, to pass the following resolution, with or without modification(s), as an ORDINARY RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand) only plus GST and reimbursement of travelling and out-of pocket expenses to M/s. Y. S. Thakar & Co, Cost Accountants, Vadodara (FRN No-000318), who have been appointed to fill in the vacancy caused by the resignation submitted by Shri B.C. Desai (Membership No. 1077) as recommended by the Audit Committee and approved by the Board to conduct the audit of cost records and statements maintained by the Company for the financial year 2020 — 21, be and is, hereby, ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and is, hereby, authorized to do all such acts, things & deeds and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."
- Toratify the remuneration payable to the Cost Auditor for the financial year 2021-22:
To consider and, if thought fit, to pass the following resolution, with or without modification(s), as an ORDINARY RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand) only plus GST and reimbursement of travelling and out-of pocket expenses to M/s. Y. S. Thakar & Co, Cost Accountants, Vadodara (FRN No-000318), as recommended by the Audit Committee and approved by the Board to conduct the audit of cost records and statements maintained by the Company for the financial year 2021 — 22,be and is, hereby, ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and is, hereby, authorized to do all such acts, things & deeds and take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution."
To provide inter corporate loan in one or more tranches to Eurotex Industries and Exports Limited
To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a SPECIAL RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section 185(2)and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force) and subject to such permissions, consents, approvals as maybe required of various lenders, authorities as may be required, consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include, unless the context otherwise required, any Committee of the Board or any Director(s) or Officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution) for giving loan(s) in one or more tranches to Eurotex Industries and Exports Limited, a sum upto Rs. 3.00 Crores [Rupees Three Crores Only] at any point in time, in its absolute discretion deem beneficial and in the best interest of the Company for its principal business purposes including payment of dues of various creditors and /or lenders of the company on a security by way of mortgage of land and other immovable properties of the borrower company. "
"RESOLVED FURTHER THAT the Board is hereby authorized to negotiate, finalize and agree to the terms and conditions of the aforesaid loan and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds, documents, undertakings, agreements, papers, writings for giving effect to this Resolution.",
NOTES:
- In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required
and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
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In terms of the MCA Circulars, the physical attendance of Members has been dispensed with and there is no requirement for appointment of Proxy. Accordingly, the facility for appointment of proxy (ies) by the members will not be available for ensuing AGM and Proxy Form and Attendance Slip are not attached to this Notice.
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Corporates Members intending to appoint authorized representatives pursuant to Section 113 of the Act, are requested to send to the Company scan copy (pdf file) of Certified Board Resolution authorizing their representative(s) to attend the AGM through VC/OAVM and votes on their behalf through e-voting. The said resolution copy shall be sent through registered email ID of Members to the Scrutinizer on email ID [email protected] with a copy marked to [email protected].
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The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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The details of Director seeking Appointment / Re-appointment pursuant to provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standard — 2 are annexed herewith as Annexure — A.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI {Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.pbmpolytex.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
9.AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
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Communication in respect of issue of duplicate shares, non receipt of dividend, change of address etc. be directly sent to out R&T agent addressed to Mr. Alpesh Gandhi, M/s. Link Intime India Pvt. Ltd., B-102 & 103, Shangrila Complex, Off. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara-390020, Contact No. 0265 2356573/6136000,[email protected] under copy marked to the company addressed to the Company Secretary.
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Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all the Equity Shares held by such shareholders who have not claimed their dividend for consecutive seven years from the financial year 2013-14 shall be transferred to the Investor Education and Protection Fund (IEPF) Authority along with dividend remaining unpaid for the financial year 2013-14. The necessary notices in this regard have been given to all the concerned shareholders through Registered Post.
This information has also been placed on the Company's, as well as, BSE's websites and notified in Newspapers. The shareholders should take proper care in this regard in their interest as advised in the Notices by the Company. Such action will continue to be enforced year after year.
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All documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 1:00 p.m. on any working day except Saturdays and Sundays and holidays upto the date of Annual General Meeting.
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The Register of Members of the Company will remain closed from Friday 17th September, 2021 to Thursday, 30th September, 2021 (both days inclusive), for the purpose of Annual General Meeting.
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ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT: As per the MCA General Circular No. 20/2020 dated Sth May, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, Notice of AGM along with Annual Report for the Financial Year ended 31st March, 2021 is being sent only in electronic mode (through email) to those Members whose e-mail addresses are registered with the Company/ Link Intime India Private Limited or the Depository Participant(s). https://web.linkintime.co.in/EmailReg/Email Register.html and details of Tax exemption at
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Members are requested to register/update their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with Link Intime India Private Limited by following due procedure.
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Members are requested to register / update their details of Email ID, Bank Details by accessing https://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.html which is the portal of the RTA of the Company M/s. Link Intime India Private Limited.
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With reference to SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018, Shareholders who have not submitted Copy of PAN Card and Bank Account details, need to provide such particulars as are mandatorily required to be furnished to the Company/RTA for taking on record.
18. Dividend payment
The dividend would be credited to their bank account as per the mandate given by the Members to their Depository Participants. In absence of availability of NECS facility, the dividend will be paid through warrants and the bank details as furnished by the respective Depositories to the Company will be printed on their dividend warrants as per the applicable regulations.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on 27th September, 2021 at 9.00 AM and ends on 29th September, 2021 at 5.00 PM. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. close of working hours on 16th September 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 16th September 2021.
How do | vote electronically using NSDL e-Voting system?
Step 1: Access to NSDL e-Voting system
| September, 2021 at 5.00 PM. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. close of working hours on 16th September 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 16th September 2021. How do vote electronically using NSDL e-Voting system? |
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|---|---|---|---|---|
| way NSDL system of "Two e-Voting Steps" which electronically vote consists are on to |
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| mentioned below: | ||||
| Step 1: Access to NSDL e-Voting system | ||||
| A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities | ||||
| in demat mode | ||||
| In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, | ||||
| Individual shareholders holding securities in demat mode are allowed to vote through their demat | ||||
| account maintained with Depositories and Depository Participants. Shareholders are advised to update | ||||
| their mobile number and email Id in their demat accounts in order to access e-Voting facility. | ||||
| Login method for Individual shareholders holding securities in demat mode is given below: | ||||
| Login Method Type of shareholders |
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| Individual Shareholders If you are already registered for NSDL IDeAS facility, please 1. |
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| Open web browser by visit the e-Services website of NSDL. holding securities in |
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| demat mode with NSDL. typing the following URL: https://eservices.nsdl.com/ either on a |
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| Personal Computer or on a mobile. Once the home page of e | ||||
| Owner" launched, "Beneficial Services on the icon click is |
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| under "Login" which is available under "IDeAS" section. A new | ||||
| screen open. have to enter your You User and will will ID |
| Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e Voting services and you will be able to see e-Voting page. Click company name e-Voting options available against on or service provider - NSDL and you will be re-directed to NSDL e remote Voting website during the casting your vote for e Voting period or joining virtual meeting & voting during the meeting. |
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|---|---|---|
| If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.isp |
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| Open web browser e-Voting website NSDL. the by Visit of typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which 'Shareholder/Member' new under available section. A is screen will open. You will have to enter your User ID (i.e. your number demat account sixteen NSDL), held with digit Password/OTP shown Code and Verification the on as a screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e Voting period or joining virtual meeting & voting during the meeting. |
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| Individual Shareholders holding securities in demat mode with CDSL |
1) | Existing users who have opted for Easi / Easiest, they can login made password. through Option will user and their be id without e-Voting page reach further available any to authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. |
| 2) | After successful login of Easi/Easiest the user will be also able Menu Menu. Voting The have see the links to will of e E Voting service provider i.e. NSDL. Click on NSDL to cast your vote. |
| 3) | registered for Easi/Easiest, option to register If the user is not |
|
|---|---|---|
| is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration |
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| 4) | directly access e-Voting page Alternatively, the user can by providing demat Account Number and PAN No. from a link in home www.cdslindia.com system will authenticate page. The sending OTP Mobile registered user the on by & as demat recorded Account. successful After the in authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. |
|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
Once you the meeting. |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e Once login, you will be able to see e-Voting option. Voting facility. e-Voting redirected you option, you on be click will to NSDL/CDSL Depository site after successful authentication, wherein e-Voting options feature. available against can see on Click company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during |
| ID and Forget Password option available at abovementioned website. | Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User | |
| login through Depository i.e. NSDL and CDSL. to |
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related | |
| Login type Shareholders Individual mode demat securities in NSDL |
holding with |
Helpdesk details Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 1800 22 44 30 and |
| Individual Shareholders holding securities in demat mode with |
Members facing any technical issue in login can contact CDSL helpdesk sending request by at a [email protected] or contact at 022- 23058738 or |
| Login type | Helpdesk details |
|---|---|
| Shareholders holding Individual |
|
| mode demat securities with in |
Members facing any technical issue in login can contact NSDL |
| NSDL | helpdesk by sending a request at [email protected] or call at |
| toll free no.: 1800 1020 990 1800 22 44 30 and |
|
| Individual Shareholders holding | Members facing any technical issue in login can contact CDSL |
| securities in demat mode with | helpdesk sending request by at a |
| CDSL | [email protected] or contact at 022- 23058738 or |
| 022-23058542-43 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
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- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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- Your User ID details are given below :
| How to Log-in to NSDL e-Voting website? | ||
|---|---|---|
| 1. 2. 3. 4. |
website e-Voting NSDL. the Visit of https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. under 'Shareholder/Member' section. new screen open. You have A will will Verification Code as shown on the screen. registered Alternatively, you are for if using your log-in credentials, click on electronically. Your User ID details are given below : |
Open web browser following typing URL: the by Once the home page of e-Voting system is launched, click on the icon "Login" which is available Password/OTP enter your User your and to ID, NSDL eservices IDEAS, you can log-in i.e. https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after e-Voting and you can proceed to Step 2 i.e. Cast your vote |
| Manner of holding shares i.e. (NSDL or CDSL) or Physical |
Demat Your User ID is: | |
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example IN300 if your and DP ID is 12 your then Client user ID ID is is IN300 12% ** *** |
|
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID example your Beneficiary For ID is if L2*EREHEEHEEEE than your user ID is 1D EE |
|
| Members holding shares For c) in Physical Form. |
Number Number EVEN followed Folio by registered with the company number For example is 001 and if folio EVEN is 117351 then user ID is 117351001 |
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- Password details for shareholders other than Individual shareholders are given below:
- a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
- b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
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c) How to retrieve your 'initial password'?
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(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .padf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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- If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
- a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
- b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
- d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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- Now, you will have to click on "Login" button.
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- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
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- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
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- Now you are ready for e-Voting as the Voting page opens.
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- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
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- Upon confirmation, the message "Vote cast successfully" will be displayed.
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- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders 1. 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. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to pbmcs @patodiagroup.com
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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- Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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- In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat_ mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
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- The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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- Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
- Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
- The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR E-VOTING HOLDING SHARES IN PHYSICAL AND NON-INDIVIDUAL SHAREHOLDERS
Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. 16th September, 2021, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 16th September, 2021 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-Voting system".
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
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- Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
- Members are encouraged to join the Meeting through Laptops for better experience.
- Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
- Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
By Order of the Board For PBM Polytex Limited
GOPAL PATODIA Vadodara Managing Director 14.08.2021 (DIN : 00014247)
Place Date
Statement as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 102 of the Companies Act, 2013, as may be applicable.
ITEM NO. 5 and 6
The Cost Records and related statements of the Company are subject to audit as required under section 148 of the Companies Act, 2013. Mr. B.C. Desai, Cost Auditor, Anmedabad (Membership No.1077) was appointed on the recommendation of Audit Committee for the financial year 2020-21. His remuneration was ratified by the Shareholders at the 101% AGM. However, Mr. B.C. Desai, on account of his inability to conduct the audit submitted his resignation letter. Therefore, to fill up the casual vacancy, on the recommendation of Audit Committee, the Board appointed M/s. Y.S Thakar & Co., Cost Accountants (FRN 000318) to audit the cost records of the Company for the financial year 2020-21.The said M/s. Y.S Thakar & Co., Cost Accountants have also been appointed as Cost Auditors of the Company for the financial year 2021-22 also. His remuneration of Rs.65000/- (Rupees Sixty Five Thousand) only plus GST and reimbursement of travelling and out of pocket expenses per year has been decided by the Board. The consent of the members is sought for ratification of remuneration payable to the Cost Auditors for both years.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, members of the Company are required to ratify the remuneration to be paid to the Cost Auditors and therefore the Board recommends the Resolution set out under items No. 5 and 6 of the Notice for approval of the Members as Ordinary Resolutions.
None of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.
ITEM NO. 7
The Company is required to render support for the business requirements of M/s. Eurotex Industries and Exports Limited (Eurotex), an Associate Company, listed on BSE Limited. However, owing to certain restrictive provisions contained in Section 185 of the Companies Act, 2013 ('the Act'), the Company is unable to extend financial assistance by way of loan to such Entity. The Company is holding 25.06% equity shares in the capital of the said company, in addition to investment of Rs. 4.60 Crores, in Preference Shares, attracting voting rights in favour of the company. M/s. Eurotex was promoted by the company in 1987.
The Board of Directors seek consent of the Members by way of a Special Resolution pursuant to Section 185(2) of the Act {as amended by the Companies (Amendment) Act, 2017) for making loan(s) to the said company to enable to fulfil its business payment obligations to various parties and dues of others, which is incidental for its principal business activities. The Members may note that Board of Directors would carefully evaluate proposal and provide such loan against adequate security on vacant freehold immovable properties owned by the borrower company to safeguard the interest of the company. The said loan is proposed to be given at such rate of interest which shall not be lower than the rate prescribed in Section 186 (7) of the Act.
The Board of Directors recommend the resolution No. 7 given in the accompanying Notice for your approval as a Special Resolution.
Shri Hari Prasad Siotia, and Shri Krishan Kumar Patodia, directors of the company are directors on the Board of Eurotex Industries and Exports Limited and Shri Rajiv Krishan Kumar Patodia son of Shri Krishan Kumar Patodia is director of the said company. Shri Narayan Patodia, one other brother of Shri Gopal Patodia, Shri Krishan Kumar Patodia and Shri Mohan Kumar Patodia, is also a director on the Board of Eurotex. Shri Amit Patodia, Chief Executive Officer of the Company is son of Shri Gopal Patodia.
Except the above, none of the other Directors, Key Managerial Personnel of the Company or any of their relatives, is financially or otherwise concerned or interested in the above resolution.
Annexure —A
Details of Directors seeking Appointment/Reappointment at the 102" Annual General Meeting pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India ("ICSI") are as under:
| Annexure —A | |||
|---|---|---|---|
| Details of Directors seeking Appointment/Reappointment at the 102" Annual General Meeting pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and |
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| Secretarial Standard-2 issued by the Institute of Company Secretaries of India ("ICSI") are as under: | |||
| en | Name of Director | Shri Krishan Kumar Patodia, | snr! Gopal Patodia, |
| Chairman | ging Director | ||
| 1 | DIN Identification Number) |
(Director 00027335 | 00014247 |
| 2 | Date of Birth 3 Age (in Years) |
26.05.1945 76 |
12.12.1946 74 |
| 4 | Date of First Appointment 12.06.1979 on the Board |
12.09.1978 | |
| 5 | Qualifications | B.Sc Text (Hons.) | B.Sc. B. Tech (Chemical) |
| 6. | No. shares held of Company 31% on as March, 2021 |
in 141028 | 27369 |
| 7. Brief profile and nature of Gold their expertise in specific engineering. |
medalist in years 56 of |
textile B.Sc., Chemical Engineer (first division). 49 managing of experience rich years textile in |
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| functional areas. | managing experience in |
Managing textile industry and marketing. He is Managing Director of the Company since 1978. |
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| industries. Also he is Director of M/s. Eurotex Industries |
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| and Exports Limited and Chairman of the Company since 1984. |
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| 8. Number meetings of 1 of the Board attended |
4 | ||
| during the year 2020-21 9. Directorship of |
other Eurotex Industries and |
Exports Patodia Syntex Limited; | |
| Companies | Limited; Patodia Syntex Limited; |
Shashank Investments Private Limited; Trikon Investments Private Limited; |
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| Maharashtra Fibres & Limited; |
Syntex Sambhu Investments Private Limited Veepee Intrades Private Limited. |
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| Eurospin Industries Limited; Sambhu |
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| Investments _— Private Limited; |
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| Rajiv Agencies LLP; Thrust Invest. & Mgt. Consult. LLP.; |
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| Mercury Gems Private Limited; Patodia Company Pvt. Ltd. |
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| 10. Chairman of of other Companies |
Committees CSR Committee, Eurotex Industries and Exports |
NIL | |
| 11. Member of Committees of Stakeholders | Limited Relationship NIL |
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| other Companies | Committee, Eurotex Industries and Exports Limited |
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| 12. Relationship with Manager and Directors, |
other Brothers: Shri Gopal Patodia and |
Brothers: Shri Krishan Kumar Patodia, and |
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| Key Managerial Personnel ("KMP") |
Shri Mohan Kumar Patodia | Shri Mohan Kumar Patodia | |
| Son: Shri Amit Patodia — |
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| Senior President cum CEO |
Shri Gopal Patodia ceased to be Director of M/s. Patodia Company Private Limited w.e.f. 18.06.2020.
By Order of the Board For PBM Polytex Limited
GOPAL PATODIA Managing Director (DIN : 00014247)
Place Date Vadodara 14.08.2021