HYDRO S & S INDUSTRIES LIMITED (A Kingfa Group Company) CIN : L25209TN1983PLC010438 Registered Office : Dhun Building, III Floor, 827, Anna Salai, Chennai - 600 002. Phone : 044-28521736, Fax : 044-28520420, E-mail : info@hssil.com, Website : www.hssil.com Dear Members, NOTICE OF POSTAL BALLOT AND E-VOTING Notice pursuant to Section 110 of e Companies Act, 2013 read wi e Companies (Management & Administration) Rules, 2014 Notice is hereby given at, pursuant to Section 110 of e Companies Act, 2013 ( e Act ) read wi Companies (Management and Administration) Rules, 2014 (e Rules ), Hydro S & S Industries Limited (e Company ) is seeking consent of its Members for e Special Businesses to be transacted rough Postal Ballot, which includes voting by electronic means for e following items: 1) Approval for change of name of e Company from Hydro S & S Industries Limited to Kingfa Science & Technology (India) Limited and consequent alteration to Memorandum of Association and Articles of Association of e Company. 2) Approval for appointment of Mr.N.K.Ramaswamy as a Director of e Company. 3) Approval for appointment of Mr.N.K.Ramaswamy as a Whole-time Director of e Company, designated as Chief Executive Officer. 4) Auorisation to vary/enlarge e terms of offer made for rights issue relating only to e Object of e issue and Utilisation of proceeds. The proposed resolutions along wi Explanatory Statement setting out e material facts and e reasons ereof are appended along wi e Postal Ballot Form for your consideration. Mr.P.S.Srinivasan, Practising Company Secretary (C.P. No.3122) has been appointed by e Company as Scrutinizer for conducting e Postal Ballot process in a fair and transparent manner. Please read carefully e instructions printed on e back of e Postal Ballot Form and return e form duly completed in all respects in e attached self-addressed postage prepaid envelope so as to reach e Scrutinizer by Friday, January 29, 2016, before 5.00 p.m. Please note at any Postal Ballot Form(s) received after e said date will be treated as if no reply has been received from e member. E-Voting In compliance wi e Listing Agreement and provisions of Section 110 of e Act read wi e Rules, e-voting facility is being provided to all e members which would enable em to cast eir votes electronically. The Company has engaged National Securities Depository Limited (NSDL) for providing e e-voting facility rough its platform. The process and manner for e-voting is provided in e notice. In case a member votes rough e-voting facility, he/ she is not required to vote rough Postal Ballot Form. In case a member votes rough e-voting facility as well as sends his/ her vote rough Postal Ballot Form, e vote cast rough e-voting shall be considered and e voting rough Postal Ballot Form shall not be considered by e Scrutinizer. The e-voting will commence on Thursday, December 31, 2015 at 9.00 a.m. and will end on Friday, January 29, 2016 at 5.00 p.m. (bo days inclusive). The results, togeer wi e Scrutinizer's Report, will be announced on or before Monday, February 01, 2016 at e registered office of e Company and will be displayed on e website of e Company i.e., www.hssil.com and also on e website of NSDL i.e., https://www.evoting.nsdl.com besides being communicated to BSE Limited on which e shares of e Company are listed. 1 Hydro S & S
Item No.1 RESOLUTIONS PUT THROUGH POSTAL BALLOT Approval for change of name of e Company from Hydro S & S Industries Limited to Kingfa Science & Technology (India) Limited and consequent alteration to Memorandum of Association and Articles of Association of e Company. To consider and if ought t, to assent / dissent to e following Special Resolutions: RESOLVED THAT pursuant to e provisions of Section 4, 13, 14 and 15 and all oer applicable provisions, if any, of e Companies Act, 2013 read wi Companies (Incorporation) Rules, 2014 (including any statutory modifications or re-enactment ereof for e time being in force) and subject to approval of Central Government, Registrar of Companies and any oer statutory approvals as may be required in is matter, consent of e members of e Company be and is hereby accorded to e Board of Directors of e Company for changing e name of e Company from Hydro S & S Industries Limited to Kingfa Science & Technology (India) Limited as made available by e Registrar of Companies, Chennai, Tamil Nadu. RESOLVED FURTHER THAT upon receipt of fresh Certificate of Incorporation consequent upon change of name, e old name, i.e., Hydro S & S Industries Limited, be substituted wi e new name, i.e, Kingfa Science & Technology (India) Limited and Clause I of e Memorandum of Association of e Company be substituted by e following clause: I. The name of e Company is Kingfa Science & Technology (India) Limited. RESOLVED FURTHER THAT Clause 2.i. (b) of e Articles of Association of e Company be substituted by e following clause: 2. i. (b) The Company means Kingfa Science & Technology (India) Limited. RESOLVED FURTHER THAT subject to e above, e name of e Company wherever it appears in e Memorandum of Association and e Articles of Association of e Company be substituted by e new name Kingfa Science & Technology (India) Limited. RESOLVED FURTHER THAT e Security ID in BSE Limited, where e Company's Equity Shares are listed be amended as KINGFA instead of HYDROS&S. RESOLVED FURTHER THAT any of e Directors and/ or Company Secretary be and are hereby severally auorised to do and perform or cause to be done and perform all such acts, deeds, matters and ings, as may be required or deemed necessary or incidental ereto including signing and filing all e e-forms and oer documents wi any statutory auorities and to settle and finalise all issues at may arise in is regard and e Board of Directors is also auorized to delegate all or any of e powers or auorities herein conferred to any Directors or oer officials of e Company, wiout furer reference to e shareholders of e Company. Item No.2 Approval for appointment of Mr.N.K.Ramaswamy as a Director of e Company. To consider and if ought t, to assent / dissent to e following Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 and 152 and all oer applicable provisions, if any, of e Companies Act, 2013 and e Rules made ere under (including any statutory modification(s) or re-enactment(s) ereof, for e time being in force) ( e Act ), Mr.N.K.Ramaswamy (holding DIN 07339610), who was appointed as an Additional Director pursuant to Section 161 of e Act and e Articles of Association of e Company and who holds office up to e date of e ensuing Annual General Meeting and in respect of whom e Company has received a Special notice in writing from a member under Section 160 of e Act proposing his candidature for appointment as a Director, be and is hereby appointed as a Director of e Company whose period of office shall be liable to determination by retirement of directors by rotation. Item No.3 Approval for appointment of Mr.N.K.Ramaswamy as a Whole-time Director of e Company, designated as Chief Executive Officer. To consider and if ought t, to assent / dissent to e following Special Resolution: RESOLVED THAT, pursuant to e provisions of Sections 196, 197, 198, Schedule V and oer applicable provisions, if any, of e Companies Act, 2013 (including any amendment/modification ereof) and such oer 2 necessary approval(s), consent(s) or permission(s), as may be required, e consent of e Members of e Company be and is hereby accorded to appoint Mr.N.K.Ramaswamy (holding DIN 07339610), as a Whole-time Director of e Company, designated as Chief Executive Officer, liable to retire by rotation, for a period of 3 years w.e.f November 13, 2015 wi such remuneration as set out in e Explanatory Statement provided at e total remuneration (including all perquisites) shall not exceed e ceiling limit as provided in Schedule V, Part II, of e Companies Act, 2013 or such amounts as may be specified by any amendment to e Act. RESOLVED FURTHER THAT in e event of e Company making adequate profits e Board of Directors / Nomination and Remuneration Committee constituted by e Board, be and hereby auorized to revise, amend, alter and vary e terms of e remuneration and/or perquisites payable to Mr.N.K.Ramaswamy, at its absolute discretion, subject to e guidelines or ceilings wherever applicable, wiin e applicable provisions of e Companies Act, 2013 and e amount of remuneration shall not exceed e limits specified in such section. RESOLVED FURTHER THAT in case e Company has no profits or its profits are inadequate in any financial year during e tenure of appointment of Mr.N.K.Ramaswamy, it may pay a remuneration to Mr.N.K.Ramaswamy, which shall not exceed e ceiling as provided in Schedule V, Part II, of e Companies Act, 2013 or such amounts as may be specified by any amendment to e Act. RESOLVED FURTHER THAT e Board of Directors and e Company Secretary be and are hereby auorized to do all such acts, deeds and ings and execute all such documents, instruments and writings as may be required and do all statutory filings, as mandated, as per e provisions of Companies Act, 2013. Item No.4 Auorisation to vary/enlarge e terms of offer made for rights issue relating only to e Object of e issue and Utilisation of proceeds. To consider and if ought t, to assent / dissent to e following Special Resolution: RESOLVED THAT pursuant to e provisions of Section 27 and oer applicable provisions, if any, of e Companies Act, 2013 and oer applicable rules, regulations, guidelines and oer statutory provisions for e time being in force, approval of e Members of e Company be and is hereby accorded to vary e terms referred to in e Letter of Offer dated September 16, 2015 filed by e Company wi Securities and Exchange Board of India, (e 'Letter of Offer') including to vary and or revise (amount or schedule of deployment) e utilization of e proceeds from e Rights issue of Equity Shares made in pursuance of e said Letter of Offer and or to utilize e proceeds from e Rights Issue including but not limited to allocation intended for New Manufacturing facility land into objects oerwise an identified in e Letter of Offer as below: 1. Setting up of a facility at Pune or such oer location. RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board be and is hereby auorized to do all such acts, deeds, matters and ings, deal wi such matters, take necessary steps in e matter as e Board may in its absolute discretion deem necessary, desirable or expedient and to settle any question at may arise in is regard and incidental ereto, wiout being required to seek any furer consent or approval of e members or oerwise to e end and intent at e members shall be deemed to have given eir approval ereto expressly by e auority of is resolution. RESOLVED FURTHER THAT e Board be and is hereby auorized to delegate all or any of e powers herein conferred to any committee of directors or any oer officer(s) or auorized representative(s) of e Company to give effect to e aforesaid resolution. Place : Chennai Date : 15 December, 2015 Notes: By Order of e Board, for Hydro S & S Industries Limited S.K. SUBRAMANYAN Company Secretary 1. The Explanatory Statement as required under Section 102 of e Companies Act, 2013 is annexed hereto. 3
2. The Notice, togeer wi e documents accompanying e same, is being sent to all e members by email / registered post whose names appear in e Register of Members/ list of Beneficial Owners as received from e National Securities Depository Services Limited (NSDL)/ Central Depository rd Services (India) Limited (CDSL) or Registrar and Share Transfer Agent as at 23 December, 2015, at eir respective registered/ last known address. The Notice will be displayed on e website of e Company (www.hssil.com) and of NSDL (https://www.evoting.nsdl.com) 3. Members have e option eier to vote rough e e-voting process or rough e postal ballot form. 4. A postal ballot form along wi self-addressed postage pre-paid envelope is also enclosed. Members who have received e postal ballot notice by e-mail and who wish to vote rough postal ballot form, can download e postal ballot form from e Company's website (www.hssil.com) or seek duplicate postal ballot form from e Company or Registrar at yuvraj@integratedindia.in 5. Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be rejected. There will be only 1 (one) postal ballot form for every registered folio /client ID irrespective of e number of joint members. 6. The postal ballot form should be completed and signed by e Shareholder (as per specimen signature registered wi e Company and/or furnished to NSDL/ CDSL). In case, shares are jointly held, is form should be completed and signed by e first named member and, in his/her absence, by e next named member. Holder(s) of Power of Attorney ( PoA ) on behalf of a Shareholder may vote on e postal ballot mentioning e registration number of e PoA wi e Company or enclosing a copy of e PoA auenticated by a notary. In case of shares held by companies, societies etc., e duly completed postal ballot form should be accompanied by a certified copy of e board resolution/ auorization giving e requisite auority to e person voting on e postal ballot form. 7. Profile of Director being appointed as required under e Listing Agreement entered into wi e Stock Exchanges. Particulars Item No.2 & 3 Name of e Director Mr. N.K.Ramaswamy Date of Bir 21/08/1961 Date of first appointment 13.11.2015 Qualifications Bachelor degree in Science & Technology. Experience in specific functional area New project implementation & e strategic marketing. Directorships held in oer Public - Companies Committee Chairmanship/ Membership - held in oer Companies Number of shares held in e NIL st Company as on 31 March 2015 8. In compliance wi provisions of e equity Listing Agreement, e Company is pleased to offer e-voting facility to its Members holding equity shares as on Wednesday, December 23, 2015, to exercise eir right to vote electronically on e above resolutions. For is purpose, e Company has signed an agreement wi NSDL for facilitating e-voting. 9. The instructions for e Members for voting electronically are as under:- A. In case a Member receives an email from NSDL [for members whose email IDs are registered wi e Company/Depository Participants(s)]: (i) (ii) (iii) (iv) Open email and open PDF file viz; Hydro S & S e-voting.pdf wi your Client ID or Folio No. as password. The said PDF file contains your user ID and password/pin for e-voting. Please note at e password is an initial password. Launch internet browser by typing e following URL: https://www.evoting.nsdl.com Click on Shareholder Login Put user ID and password as initial password/pin noted in step (i) above. Click Login. 4 (v) Password change menu appears. Change e password/pin wi new password of your choice wi minimum 8 digits/characters or combination ereof. Note new password. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password confidential. (vi) (vii) Home page of e-voting opens. Click on e-voting: Active Voting Cycles. Select EVEN of Hydro S & S Industries Limited. (viii) Now you are ready for e-voting as Cast Vote page opens. (ix) (x) (xi) (xii) Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted. Upon confirmation, e message Vote cast successfully will be displayed. Once you have voted on e resolution, you will not be allowed to modify your vote. Institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority letter etc. togeer wi attested specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough e-mail to pssrinivasan1939@gmail.com or evoting@hssil.com wi a copy marked to evoting@nsdl.co.in B. In case a Member receives physical copy of e Postal Ballot Forms [for members whose email IDs are not registered wi e Company/ Depository Participants(s) or requesting physical copy] : (i) Initial password is provided as below/at e bottom of e Postal Ballot Form : EVEN (E-Voting Event Number) USER ID PASSWORD/PIN (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. 10. In case of any queries, you may refer e Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at e download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990. 11. If you are already registered wi NSDL for e-voting en you can use your existing user ID and password/pin for casting your vote. 12. You can also update your mobile number and e-mail id in e user profile details of e folio which may be used for sending future communication(s). 13. The e-voting period commences on Thursday, December 31, 2015 (9.00 am) and ends on Friday, January 29, 2016 (5.00 p.m.), (bo days inclusive). During is period, shareholders' of e company, holding shares eier in physical form or in dematerialized form, as on e relevant date Wednesday, December 23, 2015 may cast eir votes electronically. The e-voting module shall be disabled by NSDL for voting ereafter. Once e vote on a resolution is cast by e shareholder, e shareholder shall not be allowed to change it subsequently. 14. The voting rights of Members shall be in proportion to eir share of e paid-up equity share capital of e Company as on e relevant date i.e. Wednesday, December 23, 2015. 15. Members have e option to vote eier rough e-voting or rough physical postal ballot form. If a Shareholder has opted for e-voting, en he/she should not vote by physical postal ballot form also and vice-versa. However, in case Members cast eir vote bo via physical postal ballot form and e-voting, en voting rough e-voting shall prevail and voting done by postal ballot shall be treated as invalid. 16. A person, whose name is recorded in e register of members or in e register of beneficial owners maintained by e depositories as on e relevant date only shall be entitled to avail e facility of e-voting or voting by postal ballot. 17. The Company has appointed Mr.P.S.Srinivasan, Practising Company Secretary (C.P. No.3122) as Scrutiniser for providing facility to e members of e Company to scrutinize e voting and e-voting process in a fair and transparent manner. 18. The Scrutiniser shall wiin a period not exceeding two (2) working days from e conclusion of e e-voting period unblock e votes in e presence of at least two witnesses not in e employment of e Company and make a Scrutiniser's Report, forwi to e Chairman and Managing Director of e Company. 5
Item No.1 19. The results along wi e Scrutiniser's Report shall be placed on e website of e Company http://www.hssil.com and on e notice board of e Company at its registered office immediately after e declaration of result by e Chairman or a Director auorized by him in writing. The results shall also be communicated to BSE Limited, Mumbai. EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013) In order to reflect e new ownership of e Company, it is proposed to change e name of e Company to Kingfa Science & Technology (India) Limited. Board of Directors of e Company on December 15, 2015 approved e proposed name change. Pursuant to e Company's application filed wi e Registrar of Companies, e Registrar vide eir letter dated December 08, 2015 have made available e name "Kingfa Science & Technology (India) Limited". Pursuant to Sections 13 and 14 of e Companies Act, 2013, approval of e members is sought by way of special resolution for alteration of e Memorandum of Association and Articles of Association of e Company consequent to name change. The draft of e revised Memorandum of Association and Articles of Association reflecting e name change is available for inspection by e Members at e registered office of e Company on all working days (except Saturdays, Sundays and public holidays) between 11.00 am to 1.00 pm upto e date of closing of e-voting or last date of receipt of Postal Ballot Forms i.e., Friday, January 29, 2016. The Board recommends e resolutions as set out at Item No. 1 of e Notice for approval of Members as a Special Resolutions. None of e Promoters, Directors, Key Managerial Personnel or eir relatives are in any way concerned or interested, financially or oerwise, in is resolutions except to e extent of eir shareholding as Members. Item No.2 Mr.N.K.Ramaswamy was appointed as an Additional Director by e Board, based on e recommendations of e Nomination and Remuneration Committee of e Board, wi effect from 13 November, 2015. The Company has received a notice in writing from a Member of e Company alongwi requisite deposit proposing his candidature for e office of Director of e Company. The Company has received from Mr.N.K.Ramaswamy consent in writing to act as director. Mr. N.K.Ramaswamy, aged 54 years, holds a Bachelor degree in Science & Technology. He joined our Company as e Chief Executive Officer since May 04, 2009. He is responsible for new project implementation & e strategic marketing of our company. He has a total work experience of about 28 years. Mr. N.K.Ramaswamy, is also e Member of Corporate Social Responsibility Committee of e Board of e Company. Except Mr.N.K.Ramaswamy, being an appointee, none of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or interested, financial or oerwise, in e resolution. This Explanatory Statement may also be regarded as a disclosure under e Listing agreement wi e Stock Exchange. The Board considers at e appointment of Mr.N.K.Ramaswamy would be of immense benefit to e Company. Accordingly, e Board recommends e resolution for e approval of e members. Item No.3 Appointment of Mr.N.K.Ramaswamy as Whole-time Director Mr.N.K.Ramaswamy was appointed as Whole-time Director of e Company, designated as Chief Executive Officer, by e Board, based on e recommendations of e Nomination and Remuneration Committee of e Board, for a period of ree years wi effect from November 13, 2015 subject to e consent of e Members of e Company. In view of e current business situation globally and more particularly e industry segment in which e Company operates, it is felt at ere is a likelihood of a situation of inadequacy of profits for payment of Managerial remuneration as specified in Schedule V of e Companies Act, 2013. However, e remuneration payable to Mr.N.K.Ramaswamy, Whole-time Director shall not exceed e limit as provided under Schedule V, Part II of e Companies Act, 2013 and his appointment is being moved as Special Resolution. 6 The following additional information as required by Section II of Part II of Schedule V to e Companies Act, 2013 is given below: I. General Information: 1. Nature of Industry. The Company is engaged in e business of manufacture of Modified Thermoplastics. 2. Date or expected date of commencement of Commercial production. Not applicable as e Company is an existing Company. 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in e prospectus. Not applicable as e Company is an existing Company. 4. Financial Performance based on given indicators. 5. Export Performance. 7 (` in lacs) The Company is taking continuous steps to develop export markets as appropriate to e nature of its products. 6. Foreign investments or collaborations, if any. II. Particulars Year ended Year ended Year ended 31.03.2013 31.03.2014 31.03.2015 Sales 17,634.38 19,933.00 24,680.58 PBDIT 268.64 (306.51) 658.16 PBIT (13.21) (572.24) 343.98 Loss after Tax (504.83) (847.72) (304.21) Technology transfer and Investments are envisaged from M/s. Kingfa Sci. & Tech. Co. Ltd., Guangzhou, China. Information about e appointee: S No. Description 1. Background details 2. Past Remuneration for e Financial year 2014-15. 3. Recognition or awards / job profile and suitability. 4. Remuneration Proposed 5. Comparative remuneration profile wi respect to industry, size of e Company, profile of e position and person. 6. Pecuniary relationship directly or indirectly wi e Company, or relationship wi managerial personnel, if any. Particulars Mr. N.K.Ramaswamy, aged 54 years, holds a Bachelor degree in Science & Technology. He joined our Company as e Chief Executive Officer since May 04, 2009. He is responsible for new project implementation & e strategic marketing of our company. ` 50.50 lacs per annum. IPI Chennai Chapter - Vice Chairman. Industry Experience of over 28 years. Paper presented in international and national seminars. It shall not exceed ` 65 lacs per annum. The remuneration proposed to be paid is consistent wi e responsibility of e position and is comparable wi e remuneration in similar industries in e same segment of business. Nil
III. IV. Oer Information: (1) Reasons of loss or inadequate profits. The substantial increase in e input Raw Material, steep depreciation of e value of e Indian Rupee ereby increasing input cost and inability to pass on e full impact to e Customer. (2) Steps taken or proposed to be taken for improvement. i) Broad based product offering. ii) iii) iv) More focus on non auto business. Enhancing geographical customer base. Introducing various cost control measures including implementation of Energy Conservation, Optimization of formulation, reduction in interest costs rough efficient funds management and seeking appropriate price revision from Customers. (3) Expected increase in productivity and profits in measurable terms. The Company is seeking revision in e terms of reference wi major OEMs to rework pricing on a quarterly basis from e current half yearly / annual basis which will benefit e Company by way of faster passing on e cost increases. The Company which is expanding its business horizon is now poised to take advantage of several new opportunities. It also faces several challenges which are to be addressed from time to time wi regard to costs etc. The Company is confident of successfully addressing ese issues in e long term interest of all stakeholders. Disclosures: None of e Directors or Key Managerial Personnel of e Company or eir relatives is concerned or interested, financial or oerwise, in e said Resolution except Mr.N.K.Ramaswamy. The information contained in e foregoing paragraphs may also be treated as a notice to be issued to e members of e Company under e applicable provisions of e Companies Act, 2013. Your Directors accordingly recommend e resolution proposing his appointment for e approval of e members of e Company. Item No. 4 The Company in e Offer document at e recently concluded Rights Issue, had specified Capital Expenditure (` 45.99 crores) at e existing manufacturing location as one of e objects of e Issue. Recently Senior Executives from Kingfa, China who had visited India to discuss e Infrastructure and Capacity Expansion proposals concluded at from a long term perspective and vision for e Indian Company, it is better to go in for a green field manufacturing location near Pune, which will be capable of housing e capacity expansion in e medium term future. The location would also house a State of Art Technical and Product Development Centre to meet e growing needs of e Company. Hence it was advised not to furer invest in Building related needs at e existing manufacturing location. Instead e company may identity a suitable land which will take care of e above needs. We have identified certain land near Pune for is purpose. It is proposed to utilize e funds mobilized from e Rights Issue to e extent of ` 45.99 crores for is purpose. Since ere is a change in end use of objects of Utilisation of e Rights Issue money, is change requires e approval of e Shareholder's by means of a Special Resolution, which is proposed to be obtained rough postal ballot. None of e Promoters, Directors, Key Managerial Personnel or eir relatives are in any way concerned or interested, financially or oerwise, in is resolution except to e extent of eir shareholding as Members. Accordingly, e Board recommends e resolution for e approval of e members. Place : Chennai Date : 15 December, 2015 8 By Order of e Board, for Hydro S & S Industries Limited S.K. SUBRAMANYAN Company Secretary