Notice. EMAMI PAPER MILLS LIMITED 687, Anandapur, E. M. Bye Pass, Kasba-Golpark. Kolkata

Transcription

1 EMAMI PAPER MILLS LIMITED 687, Anandapur, E. M. Bye Pass, Kasba-Golpark Kolkata Notice Notice is hereby given that the Thirty First Annual General Meeting of EMAMI PAPER MILLS LIMITED will be held on Tuesday, the 13th August, 2013 at a.m. at 687, Anandapur, E. M. Bye Pass, Kasba-Golpark, Kolkata to transact the following business : ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Accounts of the Company for the year ended 31st March 2013 and the reports of the Directors and Auditors thereon. 2. To declare dividend on Equity and Preference Shares for the year ended on 31st March, To appoint a Director in place of Shri P. S. Patwari who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in place of Shri Aditya Vardhan Agarwal who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Shri S. Balasubramanian who retires by rotation and being eligible, offers himself for re-appointment. 6. To appoint Auditors and Unit Auditors (Kolkata Unit) of the Company to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting and to authorize the Board to fix their remuneration. SPECIAL BUSINESS 7. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution. AS SPECIAL RESOLUTION : RESOLVED THAT, pursuant to Sections 198,309 read with Schedule XIII and other applicable provisions of the Companies Act, 1956 including any statutory modification(s) or re-enactment thereof for the time being in force and subject to such other consents, approvals or permissions as may be necessary, the approval of the Company is hereby accorded to the appointment of Shri Aditya Vardhan Agarwal, Whole-Time Director, designated as Executive Chairman of the Company for a period of 3 years w.e.f.8th November, 2012 on such Salary and Perquisites as set out hereunder which Company is entitled to pay in terms of Para 1(B) of Section II of Part-II of Schedule XIII of the Companies, Act 1956 or any modification thereof from time to time. a) Salary : Rs.3,40,000/- (Rupees Three lac forty thousand only) per month. Additional increment(s) will be considered by the Board of Directors on merits and at its absolute discretion. b) Period : 8th November, 2012 to 7th November, c) Bonus : As per rules of the Company. d) Perquisites : The value and details of which are set out in the explanatory statement to the notice convening this Annual General Meeting. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter or vary the composition/ elements to the remuneration payable to Shri Aditya Vardhan Agarwal within the overall limits as setout above. RESOLVED FURTHER THAT Shri P. S. Patwari, Executive Director, and Shri G. Saraf, Vice President(Finance) & Secretary of the Company be and are hereby severally authorized to do all such act, deeds and things and furnish such information/clarifications/declarations, certificate and other papers as may be required in this regard, to file any e-forms as may be required in this regard. 8. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution. AS SPECIAL RESOLUTION : RESOLVED THAT consent of the Company be and is hereby accorded to the Board of Directors in terms of Section 314(1)(b) and other applicable provisions if any of the Companies Act, 1956,(including any statutory modification or enactments thereof from time to time) to review the remuneration of Shri Shyam Patwari a relative of Shri P. S. Patwari, our Executive Director and grant such increment or increments as the Directors may in their discretion think fit, and his total monthly remuneration after the increment shall not exceed the limit as may be prescribed under section 314(1)(b) from time to time. Registered Office : 687, Anandapur E.M.Bye Pass, Kasba Golpark Kolkata Dated 30th April, 2013 By order of the Board G.SARAF Vice President(Finance) & Company Secretary

2 NOTES : 1. A member who is entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote instead of himself/herself and the Proxy need not be a member. Proxy form in order to be valid should reach the Registered Office at least 48 hours before commencement of the meeting. 2. Corporate members intending to send their authorized representatives to attend the Meeting 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 Meeting. 3. The Register of members and Share Transfer Books of the Company shall remain closed from 6th August, 2013 to 13th August, 2013(both days inclusive). 4. Explanatory statements pursuant to section173(2) of the Companies Act, 1956 in respect of the Business under Item No.7 & 8 as set out above are annexed hereto as Annexure I. 5. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting. 6. Details of Directors seeking appointment/re-appointment pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) are annexed hereto as Annexure-II. 7. The Company s Equity Shares are listed with Bombay Stock Exchange, Calcutta Stock Exchange and U.P.Stock Exchange. Bombay Stock Exchange Limited (BSE) provides a nationwide trading terminals and unrestricted, unhindered access to the investors to trade in the Shares of the Company. As no trading of the Company s shares reported in U. P. Stock Exchange and trading volume in Calcutta Stock Exchange is very insignificant, the Board has decided in their meeting held on to delist the Equity Shares of the Company from U.P.Stock Exchange and Calcutta Stock Exchange. 8. Dividend on Equity and Preference Shares for the Financial year ended 31st March, 2013, if declared at the Annual General Meeting, shall be paid to those members whose names (in case of shares held in electronic form) appear as beneficial owners as at close of business hours on 6th August, 2013 and for the shares held in physical form, whose names appear in the Register of Members on the date of the Annual General Meeting. 9. In order to provide protection against fraudulent encashment of dividend warrants, the members holding shares in physical form are requested to provide, if not already provided, their bank account number, name and address of the Bank and Branch latest by 30th June, 2013 to enable the Company to incorporate the same in the dividend warrants. In case the shares are held in dematerialized form, the above intimation, along with any request for effecting changes in the details provided earlier, should only be forwarded to the respective depository participant. 10. Members are requested to immediately notify to the Company their change of Address, Mandate, Bank Particulars etc. to ensure prompt action. Members are requested to clearly mention their Registered Folio Number in every correspondence with the Company. In case the shares are held in dematerialised form, the above mentioned intimation is to be forwarded to the respective depository participant. 11. Those members who have not encashed dividend warrant for the Financial years to may return the time barred dividend warrant or write to the Company s Share Transfer Agents, M/s Maheshwari Datamatics Pvt.Ltd., 6, Mangoe Lane, Kolkata for issue of duplicate dividend warrant. 12. Pursuant to the provisions of section 205A of the Companies Act, 1956, as amended, dividend for the Financial Year and thereafter which remain unclaimed for a period of 7(Seven) years will be transferred to the Investor Education and Protection Fund(The Fund) constituted by the Central Government under section 205C of the Companies Act, Unclaimed Equity Dividend for the Financial Year will fall due for transfer to the said fund on 20th July, 2013.

3 ANNEXURE - I TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 TO THE ITEM NO. 7 & 8. ITEM NO.7 Shri Aditya Vardhan Agarwal holds office as a Non-Executive Director of the Company and has made significant contribution for development of the Company. With his rich and varied experience backed by family background Shri Aditya Vardhan Agarwal has contributed significantly to consolidating the paper business during the critical integration phase before and after merger of two units and commissioning of Paper Machine No.II and III including captive power plants at Balasore Unit. Further under his leadership, the Company had successfully completed a major mill development project at Balasore unit and increased its production capacity from TPA to TPA by installing State-of-Art Paper Machine imported from U.S.A. with latest de-inking system from VOITH, Germany and 15 MW captive Power Plant in Considering his extensive business experience, commendable leadership and expertise in Marketing, Corporate Planning, Business Development, strategy formulation and overall management as well as dedicated service; and with a view to avail his service for further growth and progress of the Company, the Board considered it necessary to appoint Shri Aditya Vardhan Agarwal as Whole-Time Director and also designate him as Executive Chairman of the Company. Accordingly, the Board of Director it its meeting held on 8th November, 2012 appointed Shri Aditya Vardhan Agarwal as Whole-Time Director, designated as Executive Chairman, subject to the approval of the Members in the General Meeting, for a period of 3 years w.e.f. 8th November, 2012 at such Salary and perquisites as set out in the resolution No.7 of the Notice convening the Annual General Meeting. The remuneration package is well within the overall limit prescribed under Schedule-XIII to the Companies Act, 1956, which permits the Company to pay an overall remuneration, not exceeding 10% of the net profits in any year to all its Directors. The Board of Directors will also be at liberty to alter, vary and revise the composition/elements of the remuneration and the perquisites from time to time within the limits prescribed in Schedule XIII to the Companies Act, 1956 or any amendment or Statutory modifications thereto. A copy of the Board Resolution in this regard is available for inspection by the Members at the Registered Office of the Company during business hours on any working day prior to the date of the meeting. REMUNERATION : a) Salary : Rs.3,40,000/-(Rupees Three lac forty thousand only) per month. Additional increment(s) will be considered by the Board of Directors on merits and at its absolute discretion. b) Period : 8th November, 2012 to 7th November, c) Bonus : As per rules of the Company. d) PERQUISITES : 1) Unfurnished accommodation shall be provided by the Company. 2) Reimbursement of medical expenses for self and family, Leave Travel concession as per the rules of the Company. 3) Use of Company s car for official purposes and telephone at residence. 4) The perquisites shall be evaluated as per the Income Tax Rules wherever applicable. In the absence of any such rules the perquisites shall be evaluated at actual cost. 5) Shri Agarwal shall also be eligible to the following perquisites which shall not be included in the computation of the ceiling on remuneration. i. contribution to Provident Fund, Superannuation Fund and Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, ii. Gratuity payable at a rate not exceeding half a month s salary for each completed year of service. iii. Encashment of unavailed earned leave at the end of the tenure.

4 MINIMUM REMUNERATION : Notwithstanding anything contained in this part where in any financial year during currency of the term of Office, the Company has no profits or its profits are inadequate, it may pay remuneration by way of salary and perquisites as Minimum remuneration subject to the limit provided under Para 1(B) of Section-II of Part-II of Schedule XIII of the Companies Act, 1956 or any modification thereof from time to time. The Remuneration Committee is authorised to make such changes in remuneration, if such changes are required to be made as per the provisions of the said Act. MEMORANDUM OF CONCERN OR INTEREST OF DIRECTORS: Except Shri Aditya Vardhan Agarwal himself none of the Directors of the Company is concerned or interested in the appointment of the Whole-Time Director. ITEM NO.8 Shri Shyam Patwari, is a qualified Chartered Accountant and Company Secretary having rich experience in the field of Accounts and Finance & Taxation since he has been working for last 2 years in the Company. Presently he is also involved in the Multi Layer Coated Board Expansion project being implemented in the Company. He was appointed as Asst. General Manager(Commercial) in 2011 and has been promoted to Deputy General Manager(Commercial) w.e.f. June, At present he is drawing Rs.45,500/- and other perquisites in the form of Provident Fund, Gratuity, Medical Reimbursement, L.T.A., Leave Encashment and Bonus as per the rules of the Company. Based on the performance and merit, Shri Shyam Patwari may be granted for further increment which may be sanctioned by the Executive Chairman of the Company as authorized by the Board from time to time. In terms of provision of section 314 of Companies Act, 1956 and as per the amendment of Director s Relative ( Office of Place of Profit ) Rules,2003 by Notification No.17/174/2011-CL.V. dated 7th July, 2011, the maximum remuneration which can be granted by the Board is restricted to Rs.50000/-pm. For further increase in the remuneration beyond Rs /-pm., the approval from the shareholders at the Annual General Meeting is required who can consider remuneration upto Rs /-pm without the approval of the Central Government. Shri Shyam Patwari, is the son of Shri P. S. Patwari, Executive Director of the Company and hence Shri Shyam Patwari, is deemed to hold office or place of profit as per provision of section 314 of the Companies Act, Shri P. S. Patwari being relative is deemed to be concerned or interested in the said resolution. None of the Directors is concerned or interested. The Board recommend this resolution for your approval. Common Information for Item No.7 Information pursuant to Schedule XIII of the Companies Act, 1956 I. GENERAL INFORMATION 1) Nature of Industry : Manufacturing and selling of PAPER including Newsprint 2) Expected date of Commencement of Commercial Production : Not applicable 3) In case of new companies expected date of commencement of activities as per project approved by Financial Institution appearing in the prospectus.-not applicable. 4) Financial Performance/Key indicators during last three years :- `in lacs a) Paid up Share Capital b) Reserve & Surplus (Excluding Revaluation Reserve) c) Sale/Income from operation d) Total Income e) Profit before Tax f) Profit after Tax

5 II) Information about the appointee : 1) Shri Aditya Vardhan Agarwal aged about 38 years. He joined in the Board on 23/10/2000 and presently holds office as a Non-Executive Director of the Company and has made significant contribution for the development of the Company. He has an extensive business experience commandable leadership and expertise in Marketing, Corporate Planning, Business Development, Strategy formulation and overall management. His brilliance, dedication and outstanding ability coupled with keen insight, tenacity and fair-sightedness, soon made him the Senior Executive of the Company. He has always an excellent flavor of Public relation. He is associated with various federations and social organizations. 2) Past Remuneration : `in lacs ) Job profile and his suitability : Shri Aditya Vardhan Agarwal presently holds office as Non-Executive Director of the Company and has made significant contribution for development of the Company. With his rich and varied experience backed by family background Shri Aditya Vardhan Agarwal has contributed significantly to consolidating the paper business during the critical integration phase before and after merger of two units and commissioning of Paper Machine No.III including captive power plant at Balasore which increased its production capacity from TPA to T.P.A. Considering his extensive business experience, ability, commandable leadership, expertise in Marketing, Corporate Planning, business development, strategy formulation, overall management, dedicated service, Commitment and with a view to avail his service for sustaining the growth and progress of the Company, the Board considered it necessary to appoint Shri Aditya Vardhan Agarwal as Whole-Time Director of the Company. Accordingly, the Board of Directors in its meeting held on 8th November, 2012 appointed Shri Aditya Vardhan Agarwal as Whole-Time Director, designated as Executive Chairman subject to approval of the Members in the General Meeting, for a period of 3 years w.e.f. 8th November, As Non-Executive Director of the organization, he is always been in front for the improved performance and all round progress of the Company. Keeping in view his expertise, dedication and experience the Board recommend for appointment of Shri Aditya Vardhan Agarwal for a period of 3 years w.e.f. 8th November, ) Remuneration Proposed : a) Salary : Rs.3,40,000/-(Rupees Three lac forty thousand only) per month. Additional increment(s) will be considered by the Board of Directors on merits and at its absolute discretion. b) Period : 8th November, 2012 to 7th November, c) Bonus : As per rules of the Company. d) PERQUISITES : 1) Unfurnished accommodation shall be provided by the Company. 2) Reimbursement of medical expenses for self and family, Leave Travel concession as per the rules of the Company. 3) Use of Company s car for official purposes and telephone at residence. 4) The perquisites shall be evaluated as per the Income Tax Rules wherever applicable. In the absence of any such rules the perquisites shall be evaluated at actual cost. 5) Shri Agarwal shall also be eligible to the following perquisites which shall not be included in the computation of the ceiling on remuneration. i. contribution to Provident Fund, Superannuation Fund and Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, ii. Gratuity payable at a rate not exceeding half a month s salary for each completed year of service. iii. Encashment of unavailed earned leave at the end of the tenure.

6 MINIMUM REMUNERATION : Notwithstanding anything contained in this part where in any financial year during currency of the term of Office, the Company has no profits or its profits are inadequate, it may pay remuneration by way of salary and perquisites as Minimum remuneration subject to the limit provided under Para 1(B) of Section-II of Part-II of Schedule XIII of the Companies Act, 1956 or any modification thereof from time to time. 5) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person : Considering the size, complexity and nature of business the remuneration and other pecuniary benefits proposed to be paid to the Whole-Time Director are commensurate with the increased job requirements, responsibilities and is in the line with other similar companies. However, in the event of loss or inadequacy of profits in any corporate financial year, during the currency of tenure of service of the Whole-Time Director, the payment of Salary, perquisites and other allowances shall be governed by the limits prescribed under Schedule XIII of the Companies Act, 1956 and the Remuneration Policies of the Company. 6) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any : Excepting the payment of remuneration for his service as Whole-Time Director as detailed hereinabove, he has no other direct or indirect interest in any contract by or with the Company. III) Steps taken for improvement 1) The Company has adopted the following strategy to restructure the Company thoroughly to make itself capable of handling the adverse market conditions in the present global competitive scenario : Continued efforts on reduction of cost of production with its special emphasis on the conservation of energy. Redesign the financial structure of the Company to bring down the Interest Costs on its Term Loan and Working Capital. Adopt flexibility in the product-mix in line with the customers requirements. o Concentrated efforts to improve its productivity, reduction of break-down, increase in efficiency at all level and creation of an atmosphere to build a profitable culture through involvement of 100% employees-simultaneously implementing Total Productive Maintenance(TPM). 2) Steps proposed to be taken : a) Continuous research on improvement of pulp yield of Waste Paper resulting in optimization. b) Conduct studies on optimization of wet-end chemicals for writing and printing paper. c) Conduct studies on optimization of de-inking and bleaching chemicals for newsprint and writing & printing pulp. d) Studies on optimization of moisture in writing & printing paper. e) Exploring new markets. IV) Disclosures : a) The details of remuneration to Shri Aditya Vardhan Agarwal are given in the proposed resolution and the explanatory statements annexed herewith. This may be treated as an abstract for the purpose of Section 302 of the Companies Act, b) The Remuneration Package and other terms applicable to the Directors shall be disclosed in the Corporate Governance Report forming part of the Annual Report of the Company.

7 ANNEXURE II TO THE NOTICE OF ANNUAL GENERAL MEETING Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting(In pursuance of Clause 49 of the Listing Agreement) Name of Director Mr.P.S.Patwari Mr.A V. Agarwal Mr.S.Balasubramanian Date of Birth 16/03/ /01/ /11/1942 Date of Appointment Expertise in Specific Functional areas Extensive experience in the area of Finance, Accounting, Corporate Planning, Business Development, Strategy formulations and overall management. Qualification B.Com., F.C.A. B.Com. Chairman/Director of other Companies. Emami Cement Ltd. Emami Biotech Ltd. Emami Power Ltd. Pan Emami Cosmed Ltd. Bengal Emami Housing Ltd. Emami Institute of Corporate Solutions Pvt.Ltd. Well known Industrialist. Rich and varied experience in marketing, Corporate Planning, Business Development, Strategy formulation and overall management. Emami Limited T.M.T.Viniyogan Ltd. Emami Cement Ltd. Emami Group of Companies(P) Ltd. Suntrack Commerce Pvt.Limited Merchants Chamber of Commerce Emami (Bangladesh) Ltd. Emami(U.K.) Ltd. Emami International FZE. Ajanta Suppliers Pvt.Ltd. He is former Chairman of Company Law Board, has rich and varied experience in the Corporate Law. He is a well known personality for his valuable contribution to the Corporate world. He was also former member of Indian Postal Service and having senior level experience in public sector. B.Com., L.L.B.,A.C.A. A.C.S., AICWA, DMA(ICA) GVK Power & Infrastructure Ltd. Jaypee Infratech Ltd. Crest Animation Studios Ltd. Machino Plastics Ltd.

8 EMAMI PAPER MILLS LIMITED 687, Anandapur, E. M. Bye Pass, Kasba-Golpark Kolkata FORM OF PROXY I/We of being a member/members of the above named Company, hereby appoint of or failing him, as my / our Proxy to attend and vote for me / us and on my / our behalf at the Thirty First Annual General Meeting of the Company, to be held on 13th August, 2013 and any adjournment thereof. Signed this day of Folio No./DP ID : Depositors Name : Client ID : Please Affix Re.1 Revenue Stamp No. of Shares : Signature Note : The proxy must be returned so as to reach the Registered Office of the Company, not less than FORTY EIGHT HOURS before the time for holding the aforesaid meeting. EMAMI PAPER MILLS LIMITED 687, Anandapur, E. M. Bye Pass, Kasba-Golpark Kolkata ATTENDANCE SLIP Folio No. No. of Shares DP ID# Client ID# I/We hereby record my/our presence at the 31st ANNUAL GENERAL MEETING to be held on Tuesday, August, 13, 2013 at 11:00 A.M. at Emami Tower 687, Anandapur, E. M. Bye Pass, Kasba Golpark, Kolkata Name of the Member (in block letters) Name of Proxy-holder/Authorised representative*(in block letters) *Strike out whichever is not applicable #Applicable for Investors holding shares in dematerialized form Notes Signature of the Member/Proxy/Authorised representative* 1. A Member/Proxy/Authorised representative wishing to attend the meeting must bring the Attendance Slip to the Meeting and hand it over at the Entrance duly signed. 2. Members are requested to bring their Annual Report, no extra copy of the same will be provided at the Annual General Meeting.