ANNUAL REPORT 2016 â€“ 2017 ... recommendation of the Nomination and Remuneration Committee, in...
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SURAJ PRODUCTS LIMITED Formerly
CHAMPION CEMENT INDUSTRIES LTD.
BARPALI, KESRAMAL, RAJGANGPUR, SUNDERGARH, ODISHA-770017
SURAJ PRODUCTS LIMITED
SURAJ PRODUCTS LIMITED CIN: L26942OR1991PLC002865
BOARD OF DIRECTORS
Mr. Y.K.Dalmia, Chairman
Mr. C.K.Bhartia, Independent Director
Mrs. Neha Singhania, Independent Director
Mrs. Sunita Dalmia, Promoter Director
Mr. Gagan Goyal, Executive Director
M/S Rustagi & Co.
19, R.N.Mukherjee Road
Kolkata – 700072
CHIEF FINANCIAL OFFICER
Mr. A.N. Khatua
REGISTRAR & SHARE TRANSFER AGENTS
M/S MCS Share Transfer Agent Limited,
12/1/5, Manoharpukur Road,
Ground Floor, Kolkata- 700026
P.O.: Kesarmal (Rajgangpur)
Odisha – 770017
EPBX No: 09437049074
Email: firstname.lastname@example.org, email@example.com
59, N.S.Road, 1st Floor
Kolkata – 700001
SURAJ PRODUCTS LIMITED
NOTICE OF THE 26th ANNUAL GENERAL MEETING Notice is hereby given that the Twenty Sixth Annual General Meeting of the members of SURAJ PRODUCTS LIMITED will be held on Friday the 29th day of September, 2017 at 11:30 AM at its Registered Ofice of the Company situated at Vill: Barpali, P.O. Kesarmal (Rajgangpur) – 770 017 Dist: Sundargarh, Odisha, to transact the following business:
ORDINARY BUSINESS :
1. To receive, consider and adopt the Audited Standalone Financial Statement of the Company for the Financial Year ended 31st March, 2017 together with the Report of the Board of Directors and the Auditors thereon.
2. To appoint a director in place of Mrs. Sunita Dalmia (DIN- 00605973) who retires by rotation and being eligible offers herself for reappointment.
3. To appoint Statutory Auditors and ix their remuneration and in this regard to consider and if thought it, to pass with or without modiication (s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, 142 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act 2013 and the Rules framed thereunder, as amended from time to time Messers Bharat D. Sarawgee & Co, Chartered Accountants (Firm Registration Number 326264E) be and is hereby appointed as the Statutory Auditors of the Company, in place of the retiring Auditors, Messers Rustagi & Co, Chartered Accountants (Firm Registration No- 301094E) to hold ofice from the conclusion of twenty sixth (26th) Annual General Meeting until the conclusion of thirty irst (31st) Annual General Meeting of the Company, subject to ratiication by the Members of the Company at every subsequent Annual General Meeting at such remuneration as may be mutually agreed by the Board of Directors of the Company and the Auditors.
“RESOLVED FURTHER THAT the Board of Directors (which term includes a duly constituted committee of the Board of Directors) be and is hereby authorized to do all acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company.”
4. To consider and if thought it, to pass, with or without modiication (s), 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, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualiication of Directors) Rules, 2014 (including any statutory modiication(s) or re-enactment thereof, for the time being in force) and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Smt. Neha Singhania (DIN- 06879112), who was appointed as an Independent Director of the Company by the Board of Directors of the Company in the casual vacancy caused by the resignation of Sri S.N.Kabra (DIN-00556947) w.e.f. 14th February, 2017 based on the recommendation of the Nomination and Remuneration Committee, in terms of Section 161(1) of the Companies Act, 2013 and who holds ofice up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member of the Company under Section 160 of the Companies Act, 2013 proposing her candidature for the ofice of Director, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation and to hold ofice for a period of one term of 5 years.”
“RESOLVED FURTHER THAT pursuant to the provisions of Section 149 and 197 of the Companies Act, 2013 read with Schedule IV of thereof (including any statutory modiication(s) or re-enactment thereof, for the time being in force), the board of Directors be and is hereby authorized to ix the sitting fees payable to her for attending the meeting(s) of the Board or any Committee thereof and also for the reimbursement of any expenses for participation in the Board and other meetings”.
By Order of the Board of Directors of Suraj Products Limited A.N.Khatua Place: Barpali Company Secretary Dated: 14th day of August, 2017 Membership No- ACS21776
SURAJ PRODUCTS LIMITED
1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under item No. 4 is annexed hereto. The relevant details of Directors seeking appointment/re- appointment under item Nos. 2 and 4 above pursuant to Regulations 26(4) and 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. A member entitled to attend, vote at the meeting is entitled to appoint a proxy to attend and vote on his behalf, and a proxy need not be a member of this company. Proxies in order to be effective must be received at the registered ofice of the company not later than 48 hours before the commencement of the meeting. A blank proxy form is enclosed.
3. Corporate members intending to send their authorized representative (s) to attend the meeting are requested to send a certiied copy of the Board Resolution to the Company, authorizing their representatives to attend and vote on their behalf at the Meeting.
4. Members/ proxies/ Authorised Representatives are requested to bring the duly illed Attendance Slip enclosed herewith to attend the meeting.
5. The Register of Members and Share Transfer Books of the company will remain closed from 25.09.2017 to 29.09.2017 (both days inclusive) for the purpose of Annual General Meeting.
6. The Company had declared Dividend @7% i.e. ` 0.70 per equity shares of the Company for the Financial Year 2009-10, @ 8 % i.e. ` .80 for the Financial Year 2010-11, @ 9 % ` 0.9 for the Financial Year 2011-12, @ 5% i.e. ` 0.50 for the Financial Year 2012-13 @ 6% i.e. ` 0.60 for the Financial Year 2013-14 and @ 7% i.e. ` 0.70 for the Financial Year 2014-15. All the equity shareholders of the Company are requested to contact the Company/ Share Transfer Agent i.e. M/s MCS Share Transfer Agent Limited,12/1/5, Manoharpukur Road, Kolkata-700026, for payment of their dividend amount, if they have not been paid. The un-paid dividend for the Financial Year 2009-10, 2010-11, 2011-12, 2012- 13, 2013-14 and 2014-15 as on 31.03.2017 are ` 6,01,241/-, ` 6,93,052/-, ` 8,40,849/- , ` 5,08,208/-, ` 6,30,856/- and ` 7,66,933/- respectively.
Members are requested to note that as per Section 124 of the Companies Act, 2013, dividends not en-cashed or claimed within seven years from the date of transfer to the Company’s Un-paid Dividend Account, will be transferred to the Investor Education and Protection Fund (IEPF).
The Securities and Exchange Board of India (SEBI) has made it mandatory for all Companies to use the bank account details furnished by the depositories for depositing dividends. As per the recent RBI guidelines, effective from September 30, 2009, ECS credit will be moved completely on National Electronic Clearance System (NECS) platform through core banking system. Accordingly, dividend will be credited to the shareholders’ Bank account through NECS where complete Core Banking details are available with the Company. In the event any branch of a Bank has not migrated to Core Banking system, or where the core banking account number is not furnished by the shareholder to the Depository/Company as the case may be, the Company will print the details available in its records on the dividend warrants to be issued to the shareholders. The Company is complying with SEBI’s directive in this regard.
7. Members, who have not encashed their dividend warrants issued for the years 2009-10 to 2014- 15, are requested to immediately forward the same for revalidation to our Share Registrars at their address given in the Annual Report.
8. Members desiring to seek any information/clariication on the Annual Accounts are requested to write to the Company at least seven days before the Annual General Meeting.
9. Share holders are requested to notify their Bank particulars giving the name of the Bank and the Branch and the nature of account and also any change of address t