NOTICE TO THE MEMBERS

NOTICE is hereby given that the 28th Annual General Meeting of the Members of             SHARAD FIBRES AND YARN PROCESSORS LIMITED will be held at the Registered Office of the Company at 220, Unique Industrial Estate, Off. Veer Savarkar Marg, Prabhadevi,               Mumbai – 400 025 on Wednesday, September 30, 2015 at 3.00 p.m.to transact, with or without modification(s) the following business:

ORDINARY BUSINESS:

1.        To receive, consider and adopt the Audited Financial Statement for the financial year ended March 31, 2015 together with the Reports of the Directors and Auditors thereon.

2.        To appoint a Director in place of Mr. Aditya Dalmia, who retires from office by rotation, and being eligible offers himself for re-appointment.

3.        To consider and if thought fit, to pass, the following resolution as anOrdinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other relevant provisions of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the appointment of M/s. Vinod S. Mehta, Chartered Accountants, Mumbai (Firm Registration Number 111524W with the Institute of Chartered Accountants of India), as Auditors of the Company, by resolution passed at the 27th

AGM until the conclusion of 30th  AGM, be and is hereby ratified for one year and accordingly they continue to hold office from the conclusion of the 28th AGM until the conclusion of the 29th AGM on such remuneration as may be agreed upon by the Audit Committee/ Board of Directors in consultation with the Auditors”.

SPECIAL BUSINESS:

4.        To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Ms. Jyoti Nankani (DIN: 07145004), who was appointed as an Additional Director with effect from w.e.f  30th March, 2015  by the Board of Directors of the Company and who in terms of Section 161 of the Companies Act, 2013, holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation”.

5.        To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT  in  supersession of the earlier Special Resolution passed by the shareholders at the 27th Annual General Meeting of the Company, consent of the Company be and is hereby accorded to the Board of Directors under Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications or re-enactments thereof for the time being in force) and the Articles of Association of the Company for borrowing, whether by way of Term Loan / Equipment Finance / Cash Credit facilities or the like, from time to time, any sum or sums at its discretion from Financial Institutions / Banks / others,  on such terms and conditions and with or without security as the Board of Directors may think fit, which together with the moneys already borrowed by the Company (apart from temporary loans obtained from the bankers of the Company in the ordinary course of business) shall not exceed in the aggregate at any time Rs.50 Crores (Rupees Fifty Crores Only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to finalise, settle and execute such documents/deeds/writings/agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard and also to delegate all or any of the above powers to the Directors or the Principal Officers of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution”.

6.        To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in  supersession of the earlier Special Resolution passed by the shareholders at the 27th Annual General Meeting of the Company, pursuant to Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 consent of the Company be and is hereby given to the Board of Directors of the Company to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future and in such manner as the Board may deem fit, together with the power to take over the substantial assets of the Company in certain events in favour of the Financial Institutions/Banks/any other investing agencies/trustees for the holders of debentures/bonds/other instruments which may be issued to and subscribed by all or any other person(s)/bodies corporate by way of private placement or otherwise, to secure rupee/foreign currency loans, debentures, bonds or other instruments (hereinafter collectively referred to as “Loans”) provided that the total amount of Loans together with interest thereon, additional interest, compound interest, costs, charges, expenses and all other monies payable by the Company in respect of the said Loans, shall not, at any time exceed Rs.50 Crores (Rupees Fifty Crores Only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and are hereby authorized to finalize, settle and execute such documents / deeds / writings / papers / agreements as may be required and to do all acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgage / charge as aforesaid and also to delegate all or any of the above powers to the Principal Officers of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid   Resolution”.

7.        To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 5 and 14 of Companies Act, 2013 ('the Act'), Schedule I made thereunder, read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the new set of Articles of Association pursuant to the Act primarily based on Table F under the Act, be and is hereby approved and adopted as new set of Articles of Association in the place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board and/or the Company Secretary be and are hereby jointly or severally authorized to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

8.        To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THATsubject to Section 188, 177 and other applicable provisions, ifany, of the Companies Act, 2013 and Rules made thereunder, the Equity Listing Agreement (as amended from time to time by the Securities and Exchange Board of India  and the Stock  Exchanges), and the Memorandum and Articles of Association of the Company, the consent of the Members be and is hereby accorded for the Company to enter into various transactions with M/s. Dalmia Polypro Industries Private Limited, for an aggregate value of Rs. 3 Crores, on annual basis, on such terms and conditions as may be agreed by the Board. 

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and to take all such steps as may be necessary for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or anyone or more Directors of the Company."

9.    To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution

“RESOLVED THAT in accordance with the provisions of Sections 23, 42, 62, and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time, the Articles of Association of the Company, the listing agreement entered into between the Company and the stock exchanges on which the equity shares of the Company are listed (“Stock Exchanges”), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”) as amended from time to time and all other applicable laws,regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to such approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred to as “Board” which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the Board by this Resolution) or as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board, the consent of the Company be and is hereby accorded to the Board to offer, issue and allot, upto 3,60,000 Equity Shares of the Company of the face value of Rs. 10 each   for an aggregate value of  Rs. 36,00,000/- for cash at par and on such terms as may be determined by the Board on preferential basis to:

RESOLVED FURTHER THAT in accordance with Regulation 71(a) of the ICDR Regulations, the “Relevant Date”, for determining the minimum price of the equity shares being allotted to the Proposed Allottees, on a preferential basis, is 31st August, 2015 being the date which is 30 (Thirty) days prior to the date 30th September, 2015. 

“RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and shall rank pari passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period that may be prescribed under the ICDR Regulations.”

"RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary and desirable for such purpose, including without limitation, issuing clarifications on the issue and allotment of Equity Shares, resolving any difficulties, effecting any modifications to the foregoing (including any modifications to the terms of the issue) preparing, signing and filing applications with the appropriate authorities for obtaining requisite approvals, entering into contracts, arrangements, agreements, memoranda, documents for appointment of agencies for managing listing and trading of Equity Shares, to appoint such consultants, legal advisors and all such agencies as may be required for issuance of the Equity Shares."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors/Officials of the Company."

Regd.Office:                                                                       For and on behalf of the Board

220, Unique Industrial Estate ,                  For Sharad Fibres and Yarn Processors Limited

Off. Veer Savarkar Marg,

Prabhadevi,

Mumbai - 400025

Date: -         29th May,2015.                                              Aditya Dalmia [DIN: 00634890]

Director

NOTES:

1.         A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED NOT LESS THAN FORTYEIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2.        The business set out in the Notice may be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No.18.

3.        The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out in the Notice is annexed.

4.        The Register of Members and the Share Transfer Books of the Company will remain closed from 23/09/2015 to 29/09/2015 (both days inclusive) for determining the names of members.

5.        Members desirous of seeking any information concerning the Accounts of the Company are requested to address their queries in writing to the Company at least seven days before the date of the meeting so that the requested information can be made available at the time of the meeting.

6.        Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

7.        In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

8.        The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

9.        Members / Proxies are requested to please bring their copies of the Annual Report to the meeting since copies of the Annual Report will not be distributed at the meeting.

10.      The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market.  Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts.  Members holding shares in physical form should submit their PAN to the Registrar /Company.

11.      The shares of the Company are listed on BSE Ltd, Ahmedabad Stock Exchange Limited, Jaipur Stock Exchange Limited and Chennai Stock Exchanges Limited.   

12.      a. The Company has appointed M/s. BIGSHARE SERVICES PRIVATE LIMITED as Common Registrar & Transfer Agent of the Company for physicals as well as demat mode of transfers. Members are therefore requested to send their grievances to them for early disposal at the address given below.

b. Members holding Shares in physical form are requested to notify immediately any change in their address with PIN CODE to the Registrar and Transfer Agent of the Company at the address given below AND in case their shares are held in demat this information should be passed on directly to their respective Depository Participants and not to the Company.

M/S .BIGSHARE SERVICES PRIVATE LIMITED.

(Unit: Sharad Fibres and Yarn Processors Limited)

E–2/3, Ansa Industrial Estate, Saki Vihar Road,

Saki Naka, Andheri (East), Mumbai – 400 072.

Tel. No. 022 2847 0652/ 4043 0200.

Email id - info@bigshareonline.com

13.      All documents referred to in the Notice are open for inspection at the registered office of the Company during office hours on all working days except public holidays between 11.00 a.m. and 1.00 p.m. upto the date of the AGM.

14.      Members/Proxies holding their Shares in Physical mode are requested to fill the enclosed attendance slip and handover the same at the entrance with signature. In the absence thereof, they may not be admitted to the meeting venue.

15.      Members who are holding shares in dematerialised form are requested to bring their Client ID and DP ID numbers for easy identification at the meeting.

16.      In all correspondence with the Company, members are requested to quote their Folio No. and in case their shares are held in demat form; they must quote their DP ID and Client ID Number.

17.      The Company is concerned about the environment and utilizes natural resources in a sustainable way.  We request you to update your email address with the Depository Participant to enable us to send you the quarterly reports and other communications via email.

18.    SHAREHOLDER INSTRUCTIONS FOR E-VOTING

(i). Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company will be providing members facility to exercise their right to vote on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Securities Limited (CDSL). The detailed procedure to be followed in this regard has been given below. The members are requested to go through them carefully.

(ii) The Board of Directors of the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary, Mumbai (Membership No. 2259) as Scrutinizer to scrutinise the e-voting and remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

(iii)  The facility for voting through e-voting system shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through e-voting.

(iv)  The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

(v)    The Company has engaged the services of Central Depository Services Limited (CDSL) as the Agency to provide e-voting facility.

(vi)  Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. September 23, 2015.

(vii)  A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e.  September 23, 2015 only shall be entitled to avail the facility of e-voting / remote e-voting.

(viii)  Any person who becomes a member of the Company after dispatch of the Notice  of the Meeting and holding shares as on the cut-off date i.e. September 23, 2015 may obtain the User ID and password from BIG SHARE SERVICES PRIVATE LIMITED (Registrar & Transfer Agents of the company).

(ix)   The Scrutinizer, after scrutinising the votes cast at the meeting and through remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company (www.sharadfibres.com) and on the website of CDSL https://www.evotingindia.com. The results shall simultaneously be communicated to the Stock Exchange.

(x)    Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. September 30, 2015.

(x)    The instructions for shareholders voting electronically are as under:

    The voting period begins at 9 a.m. on September 26, 2015 and ends at 5 p.m. on September 29, 2015. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 23, 2015 may cast their vote electronically. The            e-voting module shall be disabled by CDSL for voting thereafter.

Log on to the e-voting website www.evotingindia.com during the voting period

Click on “Shareholders” tab

Now, select the “SHARAD FIBRES AND YARN PROCESSORS LIMITED” from the drop down menu and click on “SUBMIT”

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 registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii)          If you are a first time user follow the steps given below:

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix)   Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x)    For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.

(xi)   Click on the EVSN for SHARAD FIBRES AND YARN PROCESSORS LIMITED.

(xii)  On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the 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 modifyyour vote.

(xv)  Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii)          If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

-   Non – Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

-     A scanned copy of the Registration Form bearing the stamp and sign of the entity to  helpdesk.evoting@cdslindia.com.

-    After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) which they wish to vote on.

-    The list of accounts should be mailed to helpdesk.evoting@cdslindia.com

      and on approval of the accounts they would be able to cast their vote.

-    A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix)         In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

Regd.Office:                                                                       For and on behalf of the Board

220, Unique Industrial Estate ,                           For Sharad Fibres and Yarn Processors Limited

Off. Veer Savarkar Marg,

Prabhadevi,

Mumbai - 400025

Date: -         29th May,2015.                                              Aditya Dalmia [DIN: 00634890]

                                                                                                                   Director

ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act,2013.

Item 4

The Board of Directors at their meeting held on March 30, 2015 and on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Jyoti Nankani (DIN: 07145004) as an Additional Director in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company.

The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Jyoti Nankani for the office of Director of the Company.

Ms. Jyoti Nankani is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director.

The Board of Directors propose the appointment of Ms. Jyoti Nankani as a Non-Executive Director of the Company and recommend the Ordinary Resolution as set out in Item No. 4 of the Notice for the approval of the members at the ensuing Annual General Meeting.

Item 5 & 6

The Shareholders of the Company had, by a Special Resolution at the 27th Annual General Meeting of the Company held on September 27, 2014, authorized the Board of Directors to borrow monies (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) from time to time on behalf of the Company not exceeding Rs. 20 Crores for the business of the Company. In view of future business plans, now, the Board proposes to enhance the limit to Rs. 50 Crores.

The Board proposes the enhancement in the limits to Rs. 50 Crores for creation of mortgages, charges and hypothecations etc. to secure aforesaid borrowings, pursant to the approval of Sharholders at the AGM of the Company.

It may be noted that Directors and Key Managerial Personal of the Company and their relatives who are members of the Company, may be deemed to be concerned or interested in this Resolution only to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company.

Item No. 7

The Articles of Association (“AOA”) of the Company is presently in force since incorporation.  The existing Articles of Association was in line with the erstwhile Companies Act 1956, which is no longer in full conformity with the Companies Act, 2013 (’New Act’).  The New Act is now largely in force and substantive sections of the Act which deals with the general working of companies stand notified.  With the coming into force of the New Act several articles of the existing Articles of Association of the Company require alteration / deletions. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles. It is thus expedient to adopt new set of Articles of Association (primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of Association of the Company instead of amending the Articles of Association by alteration/incorporation of provisions of the Companies Act, 2013. Hence the Board of Directors at its meeting held on May 29, 2015 decided to adopt new set of Articles in place of existing Articles of Association of the Company and seek shareholders' approval for the same. In terms of Section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company.

Your approval is sought by voting in terms of the provisions of inter-alia, Section 14 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.  A copy of the proposed set of new Articles of Association of the Company would be available for inspection, for the members at the Registered Office of the Company during the office hours on any working day, between 11.00 a.m. to 1.00 p.m.  

None of the Directors / Key Managerial Personnel of the Company / their relatives is/are in any way, concerned or interested, financially or otherwise, in the Special Resolution, except as shareholders of the Company.

Item No. 8

Section 188 of the Companies Act, 2013 read with Rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribes certain procedure for approval of related party transactions.  The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in its ordinary course of business and at arm’s length basis. The Company in its ordinary course of business, and on arm's length basis, purchase goods from M/s. Dalmia Polypro Industries Private Limited.  The Company is seeking approval by Ordinary resolution from shareholders for the said transaction for an aggregate amount of Rs. 3 Crores annually. 

M/s. Dalmia Polypro Industries Private Limited is a Group Companies having Common Directorship i.e.  Mr. Aditya Dalmia and Mr. Unni Krishnan Nair, being interested Director in both Companies this transaction will require approval of the shareholders of the Company.  Pursuant to the Section 188 of the Companies Act, 2013 and Rules made thereunder, the approval of transactions is required by passing a Ordinary Resolution at the General Meeting for appointment of any agent for purchase or sale of goods, materials or services or property where the amount exceeds 10% of the Turnover of the Company or Rs.100 Crores, whichever is lower OR exceeds 10% of the net worth of the Company or Rs.100 Crores whichever is lower.

It may be noted that the Directors and Key Managerial Personnel of the Company and their relatives who are members of the Company, may be deemed to be concerned or interested in this Resolution only to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company.

Item no. 9:

In order to strengthen the financial position of the Company so as to increase its capacity to raise funds for the future growth of the business. The Company intends to grow inorganically by acquiring companies having reasonable cliental.  The Company believes that it has reasonable market presence and has been taking certain structural measures to strengthen its operating performance. In order to make available required funds and having regard to its present stressed condition, it is proposed to make preferential issue of securities of the Company.

Consent of the shareholders is sought for issuing Securities as stated in the resolution which may result in issuance of further shares of the Company in accordance with the terms and nature of Securities to be issued by the Company.

Section 62 of the Companies Act, 2013 and the Listing Agreement provides, inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, such further shares shall be offered to the existing shareholders of the Company in the manner laid down in Section 62 unless the shareholders of the Company in general meeting decide otherwise.

The Resolution, if passed, will have the effect of allowing the Board to issue and allot Securities to the investors who may or may not be the existing members of the Company. Since the proposed Special Resolution may result in issue of shares of the Company otherwise than to the members of the Company in the manner laid down under Section 62 of the Companies Act, 2013, consent of the shareholders is being sought pursuant to the provisions of Sections 23, 41, 42, 62(1), 71 and all other applicable provisions of the Companies Act, 2013 and the Listing Agreement.

Disclosure as per Rule 13 of Chapter 4 of The Companies (Share capital & Debenture) Rules, 2014:

(i) OBJECTS OF THE ISSUE:

To generate long term resources for the growth  of the Company and to  strengthen the financial position of the Company.. The proceeds of the Issue will be utilized to invest in acquiring companies having similar cliental and  to  strengthen the financial base of the Company 

(ii) THE TOTAL NUMBER OF SHARES OR OTHER SECURITIES TO BE ISSUED;

      3,60,000 Equity shares of Rs. 10/- each

(iii) THE PRICE OR PRICE BAND AT/WITHIN WHICH THE ALLOTMENT IS PROPOSED;

       Equity Shares of Rs. 10/- each at par.

(iv) BASIS ON WHICH THE PRICE HAS BEEN ARRIVED AT ALONG WITH REPORT OF THE   REGISTERED VALUER;

The issue price is determined in accordance with the  Reg. 76A & 76B of Chapter VII of SEBI (ICDR) Regulations, 2009:

Price is calculated highest of the below:

(a)  The average of the weekly high and low of the  closing prices of the  equity shares of the Company on the Bombay Stock Exchange during the six months preceding the relevant date; or

(b)  The average of the weekly high and low of the closing prices of the  equity shares of the Company quoted on the Bombay stock exchange  during the two weeks preceding the relevant date.

The company will recalculate the price and appropriate adjustment shall be made in issue price by taking Rs.10/- (face value) or price as per relevant date i.e.-25/05/2015, whichever is highest.

The Equity Shares to be allotted to non promoters pursuant to the proposed special resolution shall be subject to lock-in for a period of 1 year from the date of trading approval, consistent with SEBI ICDR Regulations.

(v)  RELEVANT DATE WITH REFERENCE TO WHICH THE PRICE HAS BEEN ARRIVED AT;

The Relevant date for the purpose of pricing of Equity Shares, shall be 31st August, 2015, which is thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue

(vi) THE CLASS OR CLASSES OF PERSONS TO WHOM THE ALLOTMENT IS PROPOSED TO   BE MADE; 

The Equity shares are offered to the Non Promoter select specified investors. 

 (vii)INTENTION OF THE PROMOTERS / DIRECTORS / KEY MANAGEMENT PERSONS TO SUBSCRIBE TO THE OFFER:

 The promoters / directors / key management persons have no intention to subscribe to the offer

(viii) PROPOSED TIME WITHIN WHICH ALLOTMENT WILL BE COMPLETED

Under regulation 74(1) of the ICDR Regulations, the Equity Shares are required to be allotted within a period of 15 days from the date of passing of the Special resolution. If any approval or permissions by any regulatory authority or the Central Government for allotment is pending, the period of 15 days shall be counted from the date of such approval or permission.

(ix) THE NAMES OF THE PROPOSED ALLOTTEES AND THE PERCENTAGE OF POST PREFERENTIAL OFFER CAPITAL THAT MAY BE HELD BY THEM;

(x) CHANGE IN CONTROL, IF ANY, IN THE COMPANY THAT WOULD OCCUR CONSEQUENT TO THE PREFERENTIAL OFFER:

There will be no change in the management of the Company consequent to the issue of Equity  shares on Preferential Allotment Basis

(xi) THE NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE  ALREADY BEEN MADE DURING THE YEAR, IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE; 

No allotment has been made on preferential issue during the financial year.

(XII)THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR   CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION REPORT OF THE REGISTERED VALUER.

      Proposed Issue of shares is against Cash consideration.

(xiii) THE PRE ISSUE AND POST ISSUE SHAREHOLDING PATTERN OF THE COMPANY IN THE FOLLOWING FORMAT-