Brawn Biotech Limited

Transcription

1 CIN: L74899DL1985PLC Regd. Office: C-64, Lajpat Nagar-1, New Delhi Ph. No , Fax: website: NOTICE OF THIRTY FIRST ANNUAL GENERAL MEETING NOTICE is hereby given at e THIRTY FIRST ANNUAL GENERAL MEETING of e members of BRAWN ST BIOTECH LIMITED will be held on 1 September, 2016 at 11:00 A.M. at Rajmahal Banquet, Agarwal Funcity Mall, nd 2 Floor, CBD Ground, near Karkardooma Court, opp. ICAI building, Shahdara, Delhi , to transact e following businesses: AS ORDINARY BUSINESS Brawn Biotech Limited 31 Annual Report To receive, consider and adopt e audited financial atements of e company for e year ended 31 March, 2016 including Audited Balance Sheet as at 31 March, 2016 and Statement of Profit & Loss for e year ended on at date togeer wi Cash Flow Statement and e Reports of Board of Directors and Auditors ere on. 2. To declare Dividend for e financial year ended 31 march 2016, on Equity shares of e Company. 3. To appoint a director in place of Mrs. Brij Bala Gupta (DIN ), Who retires by rotation and being eligible, offers herself for re-appointment. 4. To appoint M/s Rajiv Udai & Associates, Chartered Accountants, (Firm Regn. No N), in place of M/s M.K Aggarwal & Co., Chartered Accountants (Firm Regn. No N), New Delhi, as Statutory Auditors of e company to hold office from e conclusion of is Annual General Meeting for e next 5 years, and to fix eir remuneration for e financial year ending 31 March, RESOLVED FURTHER THAT e Board of Directors of e company be and is hereby auorized to do all acts, deeds and ings as may be necessary and expedient to give effect to is resolution. Regd. Office: C-64, Lajpat Nagar-1 New Delhi Dated: 5 Augu, 2016 By order of e Board For BRAWN BIOTECH LIMITED Amit Bansal Company Secretary NOTES 1. a) A member entitled to attend and vote at e Annual General Meeting, is entitled to appoint a proxy to attend and vote inead of himself and such a proxy need not be a member of e Company. However, e company shall have e right to fully verify e identity of proxy. b) Proxies in order to be effective mu be received at e Regiered Office of e Company not later an 48 hours before e commencement of e meeting. c) A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more an 10 per cent of e total share capital of e Company carrying voting rights. A member holding more an ten percent of e total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any oer person or shareholder. d) Members / Proxies should bring e attendance slip duly filled in for attending e meeting along wi eir copy of Annual Report, as extra copies will not be supplied. 2. Corporate members intending to send eir auorized representatives to attend e meeting are requeed to send to e company a certified copy of e Board Resolution auorizing eir representative to attend and vote on eir behalf at e Meeting. 2

2 In case of joint holders attending e meeting, only such joint holder who is higher in order of names will be entitled to vote. 3. The relevant details as required under Regulation 36(3) of SEBI (Liing Obligations and Disclosure Requirements) Regulations 2015, of e persons seeking re-appointment/appointment as Directors are provided in integral part of e notice. 4. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requeed to submit eir PAN to eir Depository Participants wi whom ey are maintaining eir Demat accounts. Members holding shares in physical form are requeed to submit eir PAN to e Company/Regirar & Share Transfer Agent (RTA). 5. Members who are holding physical shares in identical names in more an one folio are requeed to write to e Company/ RTA to enable e Company to consolidate eir holdings in one folio. Furer, members are also requeed to immediately notify to e Company/RTA any change in eir address wi e poal area pin code number quoting eir folio number. 6. Regier of Members of e Company will remain closed from Friday, e 26 day of Augu 2016 to Thursday e 1 day of September 2016 (bo days inclusive) for e purpose of Annual General Meeting. 7. All documents referred to in e notice are open for inspection at e regiered office of e company between a.m. to 1.00 p.m. on all working days upto e date of e meeting. 8. Payment of dividend as recommended by e Directors, if declared at e meeting, will be made to; (a) e members holding shares in physical form and whose name appear in e Regier of Members on e TH close of e day on 25 Augu, 2016 and (b) to e members holding shares in dematerialized form and whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners on e TH close of business hours on 25 Augu, Payment of dividend will be made rough National Electronic Clearing Services (NECS) by crediting e dividend amount to e bank account of e shareholders wherever relevant information is made available to e Company. Members holding shares in physical form and who wish to avail of NECS facility to receive dividend from e Company may furnish e information to RCMC Share Regiry Private Limited, e Regirars and Transfer Agents. Members holding shares in electronic form may furnish e information to eir Depository Participants in order to receive dividend rough NECS mechanism. 10. Shareholders seeking any information wi regard to accounts are requeed to write to e Company at lea ten days in advance so as to enable e Company to keep e information ready at e time of Annual General Meeting. 11. Electronic copy of e Annual Report for e financial period ending , Notice of e 31 AGM of e Company, inructions for e-voting, along wi e Attendance Slip and Proxy Form is being sent to all e members whose IDs are regiered wi e Company/ Depository Participant(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copy of e Annual Report is being sent in e permitted mode. 12. Members may also note at e Notice of e 31 AGM and e Annual Report 2016 will be available on e Company's website, The physical copies of e aforesaid documents will also be available at e Company's Regiered Office for inspection during normal business hours on working days. Even after regiering for e-communication, members are entitled to receive such communication in physical form, upon making a reque for e same, by po free of co. For any communication, e shareholders may also send reques to e Company's inveor id: solution@brawnbiotech.com 31 Annual Report

3 13. VOTING THROUGH ELECTRONIC MEANS a. In compliance wi provisions of Section 108 of e Companies Act, 2013, Rule 20 of e Companies (Management and Adminiration) Rules, 2014 as amended from time to time and Regulations 44 of SEBI Liing Regulations, e Company is pleased to provide members facility to exercise eir right to vote on resolutions proposed to be considered at e Annual General Meeting (AGM) by electronic means and e business may be transacted rough e-voting services. The facility of caing e votes by e members using an electronic voting syem from a place oer an venue of e AGM ( remote e-voting ) will be provided by Central Depository Services Limited (CDSL). b. The facility for voting rough ballot paper shall be made available at e AGM and e members attending e meeting who have not ca eir vote by remote e-voting shall be able to exercise eir right at e meeting rough ballot paper. c. The members who have ca eir vote by remote e-voting prior to e AGM may also attend e AGM but shall not be entitled to ca eir vote again. d. The remote e-voting period commences on Monday, Augu 29, 2016 at 9.00 a. m. and ends on Wednesday, Augu 31, 2016 at 5.00 p.m. during e e-voting period, shareholders of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of 25 day of Augu, 2016 may ca eir votes electronically. Once e vote on a resolution is ca by e shareholder, he shall not be allowed to change it subsequently. The e-voting module shall be disabled by CDSL for voting ereafter. The inructions for members for voting electronically are as under:- (I) Shareholders who have already voted prior to e meeting date would not be entitled to vote at e meeting venue. (ii) The shareholders should log on to e e-voting website (iii) Click on Shareholders. (iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number regiered wi e Company. (v) Next enter e Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your exiing password is to be used. (vii) If you are a fir time user follow e eps given below: For Members holding shares in Demat Form and Physical Form 31 Annual Report PAN Dividend Bank Details Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Members who have not updated eir PAN wi e Company/Depository Participant are requeed to use e e fir two letters of eir name and e 8 digits of e sequence number in e PAN field. Sequence number is printed on e address label. In case e sequence number is less an 8 digits enter e applicable number of 0 s before e number after e fir two characters of e name in CAPITAL letters. Eg. If your name is Ramesh Kumar wi sequence number 1 en enter RA in e PAN field Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as recorded in your demat account or in e company records in order to login. OR Date of Bir (DOB) If bo e details are not recorded wi e depository or company please enter e member id / folio number in e Dividend Bank details field as mentioned in inruction (v). 4

4 31 Annual Report (viii) After entering ese details appropriately, click on SUBMIT tab. (ix) Members holding shares in physical form will en directly reach e Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for e-voting rough CDSL platform. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. (x) For Members holding shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. (xi) Click on e EVSN for e relevant <Company Name> on which you choose to vote. (xii) On e voting page, you will see RESOLUTION DESCRIPTION and again e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. (xiii) Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. (xiv) After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of e voting done by you by clicking on Click here to print option on e Voting page. (xvii) If Demat account holder has forgotten e changed password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e syem. (xviii) Note for Non Individual Shareholders and Cuodians Non-Individual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Cuodian are required to log on to and regier emselves as Corporates. A scanned copy of e Regiration Form bearing e amp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. After receiving e login details a compliance user should be created using e admin login and password. The Compliance user would be able to link e account(s) for which ey wish to vote on. The li of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to ca eir vote. A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF format in e syem for e scrutinizer to verify e same. (xix) Any person, who acquires shares of e Company and become Member of e Company after dispatch of e Notice and holding shares as on e cut-off date i.e 25 Augu,2016, may follow e same inructions as mentioned above for e-voting. Oer inructions for E-voting (A) In case of any queries or issues regarding e-voting, please refer e Frequently Asked Queions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. (B) The voting rights of e shareholders shall be in proportion to eir shares of e paid-up equity share capital of e Company as on e cut-off date of 25 Augu, (C) Mr. Gautam Goyal, Practicing Company Secretary (Membership No.: FCS No. 7973), have been appointed as Scrutinizer to scrutinize e e-voting process in a fair and transparent manner. (D) The Chairman shall, at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assiance of scrutinizer, by use of "Ballot Paper" for all ose members who are present at e AGM but have not ca eir votes by availing e remote e-voting facility. (E) The Scrutinizer shall after e conclusion of voting at e general meeting, will fir count e votes ca at e meeting and ereafter unblock e votes ca rough remote e-voting in e presence of at lea two witnesses not in e employment of e Company and shall make, not later an ree days of e conclusion of e AGM, a consolidated scrutinizer's report of e total votes ca in favour or again, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. (F) The results shall be declared on or after e AGM of e Company. The results of e e-voting along wi e scrutinizer's report shall be available for inspection and also placed on e Company's website The results will also be communicated to e ock exchanges where e shares of e Company are lied. 5

5 31 Annual Report DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AS REQUIRED UNDER (In pursuance of SEBI(Liing Obligations and Disclosure Requirements) Regulations,2015] Re-Appointment of Mrs. Brij Bala Gupta (DIN: ) (Item No. 3) In terms of Section 149, 152 and any oer applicable provisions of e Companies Act, 2013, effective from 1 day of April, 2015, for e purpose of determining e directors liable to retire by rotation, e independent directors shall not be included in e total number of directors of e Company. In view of above, e remaining directors, being Executive Directors, are now made liable to retire by rotation at every Annual General Meeting in accordance wi Section 152(6) of e Companies Act. Mrs. Brij Bala Gupta, being longe in office, shall accordingly retire at e forcoming Annual General Meeting and being eligible offers herself for re-appointment. A brief resume of Mrs. Brij Bala Gupta is provided in is Annual Report. Accordingly, e Board recommends her re-appointment. Except Mrs. Urmila Gupta and Mr. Brij Raj Gupta, none of e Directors and Key Managerial Personnel and eir relatives is concerned or intereed, financial or oerwise, in agenda Item No. 3. PROFILE OF DIRECTORS AND OTHER DIRECTORSHIPS Mrs. Brij Bala Gupta (DIN: ) Mrs. Gupta is presently e Director of e Company. She has been appointed as Director in e year 2004 and since en she is playing a vital role in e Company. Mrs. Gupta aged about 66 years is e wife of Shri Adarsh Kumar Gupta, who is a businessman in Pharmaceutical business. She has va experience of Business, Trade & Indury for over 25 years. She looks after back office functions and plays a vital role in overall management of e company. She holds Equity Shares in e Company. She is also a Director in M/s Brawn Laboratories Limited but does not hold membership of any committees of e Board of such oer companies. 6

6 BRAWN BIOTECH LIMITED (CIN: L74899DL1985PLC022468) PROXY FORM 31 Annual Report Regd. Office: C-64, Lajpat Nager-1, New Delhi Tel: , Fax: Website: 30 TH Annual General Meeting 24 September, 2015 Name of e member(s) : Regiered address: Id: Folio No./DP ID- Client ID: I / We, being e member(s) of shares of e above named Company, hereby appoint: 1) Name: E Mail: Address: Signature Or failing him / her 2) Name: E Mail: Address: Signature as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 31 Annual General Meeting of e Company to be held on Thursday, September 1, 2016 at 11:00 a.m. at Rajmahal Banquet, Agarwal Funcity Mall, 2nd Floor, CBD Ground, near Karkardooma Court, Opp. ICAI Building, Shahdara, Delhi and at any adjournment ereof in respect of such resolutions as are indicated below: Resolution No. Resolutions Optional* Ordinary Business For Again 1 Adoption of Balance Sheet, Statement of Profit and Loss and e Reports of e Board of Directors and Auditors ereon for e financial period ended on March 31, Appoint a Director in place of Mrs. Brij Bala Gupta, who retires by rotation and being eligible offers herself for re-appointment 3 Appointment of M/s Rajiv Udai & Associates as Statutory Auditors and fixation of eir remuneration Signed is. day of Signature of e member Signature of e Proxy Holder(s) NOTE: 1. This form of proxy in order to be effective should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting. 2. For e Resolutions, Explanatory Statement and Notes, please refer to e Notice of e 31 Annual General Meeting. *3. It is optional to put a 'X' in e appropriate column again e Resolution indicated in e Box. If you leave e 'For ' and 'Again' column blank again any or all Resolutions, your Proxy will be entitled to vote in e manner as he / she ink appropriate. 4. Please complete all details including detail of member(s) in above box before submission. 43

7 31 Annual Report ATTENDANCE SLIP Folio No./ DP ID / Client ID: Number of shares held I certify at I am a member / proxy for e member of e Company. I hereby record my presence at e 31 Annual General Meeting of e Company at Rajmahal Banquet, Agarwal Funcity Mall, 2nd Floor, CBD Ground, near Karkardooma Court, Opp. ICAI Building, Shahdara, Delhi on Thursday, September 1, 2016 at 11:00 A.M. Name of e Member / Proxy (in BLOCK letters) Note: Signature of e Member /Proxy 1. Please complete e Folio/DP ID-Client ID No. and name, sign e Attendance Slip and hand it over at e Attendance Verification counter at e entrance of e Meeting Hall. 2. Electronic copy of e Annual Report for e financial period ended on and Notice of e Annual General Meeting (AGM) alongwi Attendance Slip and Proxy Form is being sent to all e members whose address is regiered wi e Company / Depository Participant unless any member has requeed for a hard copy of e same. Members receiving electronic copy and attending e AGM can print copy of is Attendance Slip. 3. Physical copy of Annual Report for e financial period ended on and Notice of Annual General Meeting alongwi Attendance Slip and Proxy Form is sent in e permitted mode(s) to all members whose is not regiered or have requeed for a hard copy. 4. Members are requeed to carry eir photo ID proof for verification at e venue of Annual General Meeting. 44

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