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RELIANCE
‘CHEMOTEX INDUSTRIES LIMITED
RCIL/SEC/18—19/Dated: 20.08.2018
To,
BSE Limited
24 Pheroze Jeejeebhoy Tower,
Dalal Street,
Mumbai— 400 001
Sub: Notice of 40th Annual General Meeting— Disclosure under Regulation 30 of
SEBI (Listing Regulations) 2015.
Dear Sir,
With reference to Regulation 30 of SEBI (Listing Regulations) 2015, we are
enclosing herewith Notice of 40th Annual General Meeting to be held on Monday,10th September, 2018 at 10:30 A.M. at Alka Hotel, Near Shastri Circle, Udaipur,
Rajasthan— 313001.
This is for your information and necessary record.
Thanking You,
For Reliance Chemotex Industries Ltd
WW(Vimal Tank)
Company Secretary 86 Compliance Officer
M.No. 22370
Registered Office 8 Mills : Village Kanpur, P. O. Box No, 73, Udaipur-313 003 (Raj.)
Phone : (0294) 2490488. 2491489-90 Fax : 0294-2490067 e-mail: udaipur@re|iancechemotex.com
CIN : L40102RJ1977PLC001994
Website : www.re|iancechemotex.com
°
RELIANCE
V“ CHEMOTEX INDUSTRIES LIMITEDCIN I40102Iu1977I1C 001994
RELIANCE CHEMOTEX INDUSTRIES LIMITED
Registered ornte VIIIagz xanpur, Udaiwrs313m3 IRaII
cw tamuzmgwtcumgga Contact 029472490433 FaxND 029472490057
EmaII udaipur@reiientetnemotex [Dru Weosite wwwreiiantetnemotex [Dru
NOTICE OF FDRTIETH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE FORTIETH ANNUAL
GENERAL MEETING [AGM) OF THE MEMBERS OF RELIANCE
EHEMOTEX INDUSTRIES LIMITED wIII beneId at AIka HBteI, Near
Sriastri CircIe, Udaipur on Monday 10‘” September, 2010 at 10:30
A.MtBtransacunefBIIBwIng businesszr
ORDINARY BUSINESS:
1. Toconsiderandadopttne Audited rinanciaIStatementsottrie
CBmpanvartnefInanciaIvearended Marcri 31,201B,togetrier
untri reports ottrie BoardofDirectorsandAuditorstnereon.
2. To decIare a nnaI dividend Bf Rs. lu/sper 10% CumuIatiye
PreferenceSI'IaresBfRs.1UU/sea:n.
3. TodecIareatinaIdiyidend BfRs.1/sperEduIt\/SnaresBfRs.1U/r
eacn.
4. To appoint a Director in pIace Bf Mr. R.N. Sriarma, (DIN:
0035mm wrio retires py rotation, and Being eIigipIe, Bffers
I'IImseIffBrrerappBIntmenL
SPEEIALBUSINESS:
5. To consider continuous appointment of Mi. Kiinoii Lal
Somhalia asan Independentniiectoiottiiecompany
To considerandittriougritnt,to passtnefBIIBwIngresBILmBnas
aSpecla Resolution:
"RESOLVED THAT pursuant to BeguIatiori 17(1AI Bf trie
Securities and Excnange Board Bflndia (Listing opiigations and
DiscIosure Beduirementsi BeguIatioris, 201s (incIudirig any
statutory modincationtsi or reenactmenttsi tnereot fBr tne
time Being in torcei and turtnerto tne approyaI granted pytrie
Members In LI’IE 35‘" AnnuaI GeneraI Meeting neId Bn 29‘"
September, 2014, approyaI ottrie Members Be and is nerepy
granted fBr tne continues appointment Bf Mr. K.L SBntnaIIa(
DIN :UUEBQQSEI as a ‘NBanerLmve, Independent DIreEtBr‘ Bf
trie Company up to 20m Seatember, 2019, not IiapIeto retire py
rotation.
RESOLVED FURTHER THAT LI’IE BBard Bf DIreEtBrs be and Is
nerepy autnorized to settIe any ouestion, ditncuity or doupt
tnat may arise in giying errect to tnis resqution and to do an
sucri acts, deeds, matters and tnings and take aII sucri steps as
may pe necessary, proper or expedient to give effect to tnis
resqution.
s. Toconsidei continuousapp'
ment ofM1.NavayanShmflas
anIndependentniiectoioftnecompany
Toconsider and ittnougntnt,to passtnetoiIounngresoiution as
Resolution:
.74.
"RESOLVED THAT pursuant t: BeguIatiori 17(1AI Bf trie
Securities and Excnange Board oIIndia (Listing opiigations and
DiscIosure Beeuirementsi Beeuiations. 201s (incIudirie any
statutory ranIfIEatIBn(sI or reenactmenttsi tnereot fBr tne
time Being in torcei andturtnertotne approuaI granted pytrie
Members In LI’IE 35‘" AnnuaI GeneraI Meeting neId Bn 29‘"
September, 2014, approyaI Bf tne Members Be and is nerepy
granted fBr tne continues appointment Bf Mr. Narayan snrotr
(DIN : 05207412I as a ‘NBanerImIIe, Independent Director‘ Bf
trie CBmpanvuptBZE‘"September,2019,nBtIIabIetBretlre by
rotation.
RESOLVED FURTHER THAT LI’IE BBard Bf DIreEtBrs be and Is
nerepyautnorizedtosettieanyouestion,ditncuityordoupttriat
mayariseingiyingettecttotnisresoiutionandtodoaIIsucriacts,
deeds, matters and tnings and take aII sucri steps as may pe
necessary,properorexpedienttogiyeettecttotriisresqution."
To ie-appoint Mi. Rahul shiofIIDIN: 01301653) as Executive
Diiectoioftiiecompany
Toconsiderand ittnougntnt,topasstnetoIIoWingresqution as
aSpecialResolufion:
"RESOLVED THAT pursuant (D the perIsIan Bf SeEuan 195,
197,190 and 203 read Witri ScrieduIe v and otrier appIicapIe
proyisioris, if any, Bf trie Companies Act, 2013 read Witri trie
Companies (Appointment arid Remuneration Bf ManageriaI
PeranneI IBuIes, 2014 and Securities and Excriarige Board Bf
India (Listing opiigations and DiscIosure Beouirementsi
BeguIations, 201s (incIuding anv statutory ranIfIEatIBn(sI or
rerenactmendsI tnereot fBr tne time Being in torcei and
provisions Bf tne ArticIes Bf Association Bf tne Company and
supiect to aII otrier reouisite approyaIs, permissions and
sanctions and supiecttosucn conditions as may pe prescriped
pyanyottrie concerned autnorities (itanyi wniiegrantingsucn
approyaIsasmaypeappiicapie,tieconsentottriemempersot
tne Company, and Based on tne recommendation Bf
Nomination and Remuneration CBmmmee, Be and is nerepy
accorded fBr tne reappointment Bf Mr. RanuI snrotr (DIN:
02301593I as trie WI'IBIettlme Director Bf trie Company
designated as Executive Director untri etrect fer 25m
Septemper, 201B fBr a period Bf tnree years at an oyeraII
remuneration upto Rs. 10.00 LaILI'Is permontri incIusiyeotaII
aIIowances and perouisites, as may pe decided pytrie Board Bf
Directors of trie Company and on sticri citrier terms and
conditions, as set out in tne Expianatory Statement annexed
neretownicrisriaiipe deemedtotormpartnereot,untniiperty
to tne Board Bf Directors to aiter and vary tne terms and
conditions Bf appointment and ,I or remuneration, supiect to
tne same riot exceedingtrie Iimirs specified under Scneduiev
Bf trie Companies Act, 2013 and / Br any statutory
deIfI:atIBn(sIBrrerenactmenflshnerer.
RELIANCE
‘l‘ CHEMOTEX INDUSTRIES LIMITEDCIN L40102R11977I1C001994
RESOLVED FURTHER THAT in the event Bf any Statuthy
amendment, delficatlBri Bf feIaxatIBri by the Central
GBvefrimerit LU ScheduIeV Bf the CDmnanles Act, 2013,Bfaflv
other relevant StatutBry enactment(s) thereof In tnIs regard,
the Board Bf BIreetbrs be and Is nereby autnbrIzed (B vary Bf
Inerease tne remuneratIon IneiudIng salary, :BmmlSSan,
berduIsItes, alibwanees eta. vntnIn suen prescribed iImIt Bf
eeIiIngandtnesaIdtermsofagreementbetweentnecbmbany
and Mr. Randi snrotf, Executwe BIreetbr be suItabiy amended
(B gIve etfeet (B suen mdeeranaIn, feIaxatIBri or variatIBri
vntnbut any further referenee (B the members fBr tneIr
abbrovai.
RESOLVED FURTHER THAT the BBde Bf DirecthS Bf the
CBmpanv be and Is nereby autnbnzed (B do» all suen acts and
takeaII suen steps as maybe necessary, perer or expedient (B
gIveetfeettotnIsresoiunon."
a. To ratify the remuneration of cost auditors for the finaneral
yearzma-u.
Tb ebnsIder and Iftnbugntnt, tobass, tnefbiiowmgresbiunbn
asanordinaryResolution
"RESOLVED THAT pursuant LU prvlSlBriS Bf SectIBri 145 and
otherabbhcable brovIsIons,Ifany,ofThe CombanIesAct,2013
read vntn The CombanIes (AudIt and AudItbrs) Rules, 2014
(IneiudIng any statutbry mdetIeanaIn(s) or feenactmerids)
thereof, for the tnne beIng In forte) the payment Bf tne
remuneranon Bf Rs. Sudan/(Rupees Sixty TI'iBusarid Only)
bios abbheabie taxes and reImbursement art but Bf pBCket
expensesatamuaItBM/§.N.N.&ASSBCIBIES,CBSIACCBLAHIBMS
(rIrm RegIstratron MB. 2322) whowas abboInted bythe Board
BfleectBrSBftI'ieCBmpanv,a§"CBStAudlths"(BcBnducttI'ie
audIt art the cost reeords maIntaIned by the CBmpanv for
rInancIal‘fearendIngMarch 31,2019,beandIsherebyratrtIed
andabbrbved.
RESOLVED FURTHER THAT the BBde Bf DirecthS Bf the
CBmpanv be and Is nereby autnbnzed (B do» all suen acts and
take all suen steps as maybe necessary, pererBrexpedlenttB
giveeffecttBtI'ilsfesBIutlB'i.”
Place Mumbai By order ofthe Board
Dam 13‘" Ausufi. 20“ :urReIldllLe CIlellluIex IIIduslnes LIIIIIled
Registered office: 5.”.
Village Kanpur Post Box No 73 vimal Tank
Udaipur 313003 Company SecretaryM.No. 22370
.75.
NOTES FOR MEMBERS' ATTENTION
An Explanatory Statement pursuant to section 102 (1) of
the Companies Act, 2013, in respect of business to be
transacted at Annual General Meeting (AGM), as set put
under item no.(s) 5, 5, 7 and a above and relevant details
ofthe directorsseeking reappointment underitem no.4,
5, SB 7above as required by Regulation 25 (A) and 35 (3)
of the Securities and Exchange Board of india (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) and as required under
Secretarial standards . 2 on aeneral Meetings issued by
the institute of Company Secretaries of india is annexed
hereto.
A member entitled m attend and vote BL the AGM is
entitledto appoint a proxyto attend and vote on a poll in
the meeting instead of himself/herself and the proxy
need not be a member of the company. Pursuant to
Section 105 of the Act, a person can act as pmxy on
behalf of members not exceeding Fifty (so) and holding
in the aggregate not morethan ten percent (10%) ofthe
total paid up share capital of the Campany carrying
voting rights. However, a member holding more than
10% of the total paid up share capital of the company
carrying voting rights may appoint a single person as
proxy and such person shall not act as proxy for any
otherperson orshareholders. ifa Proxyis appointedfor
more than fifty Members, the Proxy shall choose any
fiftyMembersandconfirm thesameto the Companynot
later than as hours before the commencement of the
meeting.
The instrument appointing the proxy in order to be
effective should be, duly stamped, completed and signed
and must be deposited at His registered offIce of the
company not less than 42 hours before commencement
ofthe AGM.A proxyform isannexedtothe annual report.
Corporate Members intending to send their authorized
representatives to attend the meeting are requested to
send a duly certified true copy of the Board Resolution
authorizing their representatives to attend and vote on
their behalf atthe AGM.
Members may now avail the facility of nomination as
permitted under Section 72 of the CompaniesAct, 2013 in
respect ofphysicalsharesheld bythem inthe Company, by
nominating in the prescribed form SHVlS which can be
procured from Registrar and Share Transfer Agent (Big
Shares Services Private Limited) a person to whom their
sharesintheCompanyshallvestinthe event oftheirdeath.
x8RELIANCE
CHEMOTEX INDUSTRIES LIMITEDCIN 140102Rl1977l1c 001994
Members holding shares in demat form may contact their
respective depositoryparticipantsforsuchnominations.
Members/vaieS/au'hmixed representatives should
bring copyofAnnualReportandthedulyfilled attendance
slip enclosed herewith to attendthe meeting.
Members are informed that in case of joint holders
attending the Meeting, only such ioint holder who is
higher in the order ofthe nameswill be entitled tovote.
Duringthe period beginning 24 hrs. before the time fixed
for the commencement of the AGM and until the
conclusion ofthe meeting, a memberwould be entitled to
inspect the proxies lodged during the business hours of
the Company, provided that not less than three days of
notice in wvifingisgiveh(otheCompany
Book closure and Dividend
. The Register ofmembers and share Transfer Booksofthe
company will remain closed from Am September, 2018 to
10‘” september, 2012 (both days inclusive) for annual
closing and in conne:tion with the payment of final
dividend, ifdeclaved,faithsfinancialyeavlolTlS.
. Payment of Dividend for the Financial Year ended 31"
Mavch,20]8
i Final Di dend for financial rear ended 31“ March,
2012, asrecommended by Board ofDirectors, ifapproved
bythe members atthe AGM, will be paid on or after 14‘"
september,201stothose memberswhose namesappear
on the Register ofmembers ason the book closure date.
ii. Members holding shares in dematerialized form are
hereby informed that bank particulars registered with
their respective depository participants (DP), with whom
they maintain their DEMAT Accounts will be used bythe
company forthe payment of dividend. Members holding
shares in dematerialized form are requested to intimate
all changes pertaining to their bank details, National
Electronic Clearing service (NECS), Electronic Clearing
Service (ECS), mandates, power of attorney, change of
address, change of name, email address, contact
numbers, etc., to their Depository Participant (DP).
changes intimated to the DP will then automatically be
rejected in the Company‘s record which will help the
Company and the Company‘s Registrars and Transfer
Agents to provide better services. The company or RTA
cannot act on any request received directly from the
membersholdingsharesin electronicformforanychange
ofbankparticularsorbankmandates.5uchchangesareto
beadvised onlytothe DPofthemembers.
iii. Membersholding sharesin physicalform and desirous
.7 5.
10.
11.
12.
of either registering bank particulars or changing bank
particulars already registered against their respective
folios for the payment of dividend are requested to
intimate to Big share Services Private Limited and/or the
company.
Members are encouraged to update their details to
enable expeditiouscreditofcividendintotheir respective
bank accountselectronicallylhvough Automated clearing
House (ACH) mode or such other permitted mode for
creditofdividend.
. In accordance with the amendments to regulation 40 of
Listing Regulation, to be made effective w.e.f 5'"
December, 2012, the securiies and Exchange Board of
lndia (SEBI) has revised the provision relatingtotransfer
of Listing securities and has decide that request for
effective transfer of listed securities shall not be
processed unless the securitiesare held in dematerialized
form with Depository (Naional security Depository
Limited) and (central Depository services lndia Limited).
This measure is aimed at curbingfraud and manipulation
risk in physical transfer of securities by unscrupulous
entities. Transfer of securities only in DEMAT form will
improve ease, facilitate convenience and safety of
transactions for investors. Members holding shares in
physicalform are requested to converttheir holding(s)to
dematerialized form to eliminate all risks associated with
physicalshares.
Members holding shares in physicalform under multiple
folios are requested to send Company‘s Registrar and
share Transfer Agent details of such folios together with
the share certificates for consolidating their holdings in
one folio. such shareholders are also requested to
dematerialize their physical holdings. A consolidated
share certificate will be returned to such Members after
makingreduisitechangestheieon.
Members desiring any inlormation as regards the
Accountsand/oroperation oithecompanyarereduested
to write to the Company at least seven days before the
date ofmeeting so astoenablethe Management to keep
theinformationreadyatthemeeting.
The Register of Directors and Key Managerial Personnel
and lh shareholding and Regisler of Conlracls or
Arrangements in which Directors are interested,
maintained undersections170 and 189 ofthe Companies
Act, 2013 respectively will be available for inspection by
themembersatAGM.
AIIthe documents referred in the notice will be available
\IRELIANCE
CHEMOTEX INDUSTRIES LIMITEDCIN 140102Rl1977l1c 001994
13.
1A.
15.
15.
17
1s.
forinspection by the shareholdersatthe registered office
ofthe Company between 11.00AMto 5.00 PM on allthe
working days excluding saturdayshereofuptothe date of
the meeting.
Members are requested to address all their
correspondence including demat applications, request
for share transfers, intimation of change of address and
othercorrespondencetotheCompany‘sRTA.
M/s Bigshare Services Pvt. ltd.
Bharat Tin works Building,1st Floor,
Opposite vasant Oasis, nextto Keys Hotel Marol
Maroshi Road, Andheri Fast, Mumbai 7400059.
Telr 022752538200/217
Email id [email protected]
Members are requested to quote their Regd. Folio
Number / DP and Client ID Nos. in all their
Covvespondencewith'he CompanyoritsRTA.
Non Resident lndian Members are requested to inform
RTA ofthe Company anychange in their residential status
on return to lndia for permanent settlement, particulars
of their bank account maintained in lndia with complete
name, branch accoun'typt, account number and address
ofthe bankwith pin codenumber,ifnotfurnished earlier.
Pursuant to circular No. SEBI/HO/ MIRSD/ D0P1/
ClR/P/2013/73 dated 20th April, 2013 has mandated
registration of Permanent Account Number (PAN) and
BankAccount Detailsforall securities holders. Members
holding shares in physical form aretherefore, requested
to submit their PAN and Bank Account Details to
CompanyoritsRTAbysendingadulysignedletteralong
with self-attested copy of PAN Card and original
cancelled cheque. The original cancelled cheque should
bear the name of the Member. in the alternative.
Members are requested to submit a copy of bank
passbook / statement attested by the bank. Members
holding shares in demat form are requested to submit
theaforesaidinformationtotheirrespectiueDepository
Participant.
The annualreport andthe notice ofAGM is available at the
websiteofthecompanyatwww.reliancechemotex.com
The Company has engaged the seruices of Central
Depository Seruices (lndia) Limited (“CDSL”) asAgencyto
pvovidesvofingfacilfly.
Theuoting rights of shareholders shall be in proportionto
their shares in the paid up equity share capital of the
Companyason 5‘”5eptember,201s (Cutroffdate).
.77.
19.
20.
21.
22.
23.
The notice of the meeting along with the Annual Report
2017718isbeingsentthvough electronic mode onlytothe
memberswhose email addresses are registered with the
Company/Depository Parti pant(s), unless any member
has requested for a physical copy of the report. For
memberswhohaue not vegis’eved their email addresses,
physical copies of the Annual Report 2017712 are being
sentbythepermitted mode.
To supportthe “Green lnitiatue“ Memberswho have not
registered their Email addresses are requested to
register the same with Company‘s Registrar and share
TransferAgent.
In compliance with section 108 of CompaniesAct, 2013,
read with Rule 20 of The Companies (Management &
Administration) Rules, 2014. substituted by Companies
(Management and Admi stiation) Amendment, Rules
2015, and Regulation 44(3) of SEBI ( Listing Obligations
and Disclosure Requirements) Regulations 2015,
the
Company has provided a facility to the members to
exercise their uotes electronicallyfrom a place other than
the venue of the AGM through the electronic uoting
service facility arranged by CDSL The facility for voting,
through ballot paper,willalsomade auailable at (heAGM
and members attending the AGM who have not already
cast their uotes by remote eeuoting shall be able to
exercise their right at the AGM through ballot paper.
Members who have cast their uotes by remote eeuoting
prior to the AGM may attend the AGM but shall not be
entitled to cast their uotes again. The instructions for
vemoteew/ofingareannexedtotheNotice.
The Board of Directors has appointed CS Manoj
Maheshwari, FCS 3355, Practicing Company secretary,
Jaipurasthe5crutinizerfortheconductofremote eeuoting
and polling process in a fair and transparent manner and
alsofovpollingat(hefimeof40‘"AGMofthecompany.
The Voting period begins on Thursday, 5‘” September,
2012 at 10.00 AM and ends on sunday, 9‘” September,
2012 at 5.00 PM. During this period shareholders of the
company, holding shares either in physicalform or demat
form ason the cutoff date 5‘" September, 2018 may cast
their uote electronically. The eeuoting module shall be
disablcd by CDstoruotingthcrcaftcr. anccthc uotc on a
resolution is cast by the shareholder, the shareholder
shallnotbeallowedtochangeitsubsequently.
The Final result including remote eeuoting & poll results
shallbe declared on within 42 hours from conclusion
of the Annual General Meeting. The Final result along
with the Scrutinizers Report shall be placed on the
n8RELIANCE
CHEMOTEX INDUSTRIES LIMITEDCIN [40102R11977I1C001994
24.
25.
25.
27.
Company‘s website www.reliancechemotex.com and on
the website of CDSL within two days of passing of
resolution attheAnnralGeneralMeetingoftheCombanv
andcommunicatetoosFLimited simultaneously.
Any person who acquires shares of the Company and
becomes member ofthe Company after dispatch of the
noticeofAGM andhoidingsharesasonthecutcoffdateie
10‘”August,2018mayobtaintheloginlDandpassword by
sending a request at [email protected].
However, if you are already registered with Cost for
remote ervoting, then you can use your existing user ID
andpasswordforcastingyourvote.
A Route map showing direction to reach the venue ofthe
40‘” Annual General Meeting is given at the end of the
AnnualReport aspartofNotice under requirement ofthe
SecretarialStandard?ofGeneralMeefing.
Pursuant to the pro'li ons of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2015 (including any amendments
madetherein) (‘The Rules‘), all shares in respect of which
dividend has not been paid or claimed by the
shareholders for 7 (seven) consecutive years or more
would be transferred to the DEMAT Account created by
lnvestor Education and Protection Fund (IEPF) Authority.
The Company has sent reminder letters to the
shareholders whose shares are proposed to be
transferred to iFPF, relating to transfer of underlying
shares. The details ofunclaimed dividends along with full
details of such shareholders are available on company‘s
websitewww.reliancechemotex.com.
All unclaimed dividend of Fnancial year Fr 2009710 has
been transferred intolnvestor Education Protection Fund
of the Central Government. Pursuant to provision of
investor Education Protection Funds Rules, the Company
has uploaded the details of the unpaid and unclaimed
dividends amounts lying with the Company on the
website ofthe Company. un claimed dividend of the Fr
2010711 willfall due lor transfer to the said funds in due
time. Those members who have not enchased their
dividend for the Financialyear 2010711 are requested to
claim it from company or Big shares Services private
limited, the share 'ransfer agent of the Company,
immediately,those memberswhohavenotsofar claimed
their dividend for the subsequent Financial year are also
advisedtoclaimitfrom company.
The sharestransferredto iFPF Authority can be claimed by
the concerned members from the IEPF Authority after
complyingwiththeprccedureprescribedunderiFPFrules.
.73.
The instructions for members for voting electronically are as
under:-
(0
(ii)
(iii)
(M
(V)
M)
(v
The voting period begins on Thursday, a“ september,
2018 and ends on sunday, 9‘” September, 2018. During
this period shareholders‘ ofthe Company, holding shares
eitherin physicalform orin dematerializedform, asonthe
cutoff date (record date) of Wednesday, 5‘” September,
2012 may cast their vote electronically. The ervoting
module shall be disabled by CDstorvotingthereafter.
Log ontothe ervotingwebsitewww.evotingindia.com
Click on shareholders/Members
Now EnteryourUserlD
ForCDsL lsdigitsbenefi’ciarle,
For NSDL 8Character DP lchillowed by s DigitsClientlD,
Members holding shares in Physical Form should enter
Folio Number registered withthe Company.
Next enterthe image Verification as displayed and Click on
Login.
lfyou are holding sharesin dematform and had logged on
to www.evotingindia.com and voted on an earlier voting
ofanycompany, then your existing password isto be used.
lfyou are afirsttimeuserfollcwthestepsg en below
Fol Members midwgshalss in DsmatFulmaffl Puma Palm
err moron rororsirisrrmoc no and n vim/he in Department
IAPPIubIeioibmh demztxhzfeholde/szweiiii piriaisisciouesi
- Members we have ml “MM weir w m. we Caraway!
mm mes-run feuumd re rune nm on ienenmeir
r. allIMIdllmoflhlmmfx-numb-flnfif-lli Mlmw
IhlnimlindafidmlkHV/MI Bailyllvmi/mainirith-HNM. .. r. o. were run. Is Iess mun r We smut: Winnie
mmaev m D‘s more oerrnrer oer or no. no Minna; rm.
.m In tAPim imrs u moor me i. rmrr ham-Mm ,ern
mmheflmemmiuhenflm
vaflsnd Eank
more UK om er
sroer rre amend Ink neroiir or we a? rim (In «mm/rmhmilliImamyourdnmlmumuflnmlmmfllwnmxln
nmnmbfln.EinfilDoElnomthedetzrlnre no lemma! no rr. demo Whoa-r
rimmrremrmrroiionvmremrr.mirerrrsrrumrs
fieuasrriemonaiinmsirumnnliv)
(viii) After entering these details appropriately, click on
(ix)
“SUBMIT“tab.
Members holding shares in physical form willthen reach
directly the Company selection screen. However,
members holding shares in demat form will now reach
‘Password Creafion‘ menu wherein they are required to
maridaio password in the new
password field. Kindly note thatthis password isto be also
used by the demat holders 'or voting for resolutions of
any other company on which they are eligible to vote,
provided that company opts for envofing through CDsL
platform. it is strongly recommended not to share your
password with any other person and take utmost care to
keepyourpasswordconfidential.
eriier llleil lo
x8RELIANCE
CHEMOTEX INDUSTRIES LIMITEDCIN [40102R11977I1C001994
(X)
(Xi)
(xii)
(xiii)
(xiu)
(XV)
(Xvi)
(xvii)
(xuiii)
(xix
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(XX)
(A)
(B)
(C)
.79.
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The uoting period begins on Thursday, 5‘” September,
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RELIANCE
V“ CHEMOTEX INDUSTRIES LIMITEDCIN L40102IU1977I1C 001994
ANNEXU RE TO THE NOTICE
EXPLANATDRV STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT To SECTION 102 DFTHE COMPANIES ACT, 2013
Item Na. 5 s. 5
Pursuant to Subrvegulafion (1A) of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures
Reduirements) Regulations, 2019 inserted by the Securities and Exchange Board of India (Listing obligations and Disclosures
RequirementsHAmEdeED')Regulations,2018,approvaloftheMembersbywayofaSpecialResolufionisnecessawfovappointment
/continuation ofappointmentofanyNoanxeCufiveDirectovwhohasanained(heageof75(5eventyFive)yeavS.
The Members ofthe Company, attheiv35‘"Annua|Geneval MeetingheId on 29‘”September, 2014,granted approuaIfor appointment
oer. I<ishori LaI SonthaIia (DIN 00299992) & Mr. Narayan Shroff (DIN 9207412) as a "NoanxeCufive, Independent Director" of the
Companyfor a term of 9 (five) yearsw.e.f. 29‘” September, 2014, up to 28‘”September, 2019, not liable to retire by rotation. Mr. I<ishori
LaI SonthaIia hoIdsa degree of Commerce and having 40 rears ofIndustriaI experience and Mr. Narayan Shroff, Commerce Graduate
and having 40 rears of Industry experience. A brief resume of Mr. I<ishori LaI SonthaIia and Mr. Narayan Shroff and their other
details/disclosures under regulation 35 of the Securi es and Exchange Board of India (Listing obligations and Disclosures
Reduirements)ReguIations, 2019 and Secretarial Standard on GeneraIMeetingsissued bytheInstitute ofCompanySecretariesofIndia
aIsoformspartofthisNotice.
The Nomination and Remuneration Committee of the Board of Directors has recommended the coitinuation of Mr. Kishori LaI
SonthaIia &Mv. Narayan Shroff as an “Independent Director" ofthe Company, considering hisrich experience, expertise and uaIuabIe
contribution made tothe Board of Directors ofthe Company.
The Members are, therefore, requested to granttheir approuaI by way of a Special Resolution for the continuation of appointment of
Mr. Kishori LaI SonthaIia and Mr. Narayan Shroff as a "NoanxeCufive, Independent Director" ofthe Company upto 22“ September,
2019, notIiabIetoretire by rotation.
None ofthe Directors, Key Managerial Personnel ofthe Company ortheir reIatiues is in anyway, concerned or interested, financially or
otherwise, inthe aforementioned resolution.
The Board recommendsthe Special Resqution setforth in Item No. 9 &5fov approuaI ofthe Members.
Item Nfl.7
Mr. RahuI Shroff was appoiited asthe Executiue Director ofthe Companyfor a period of 3 years with effect from 25.09.2019, with
approuaI ofthe Members. The present term oer. RahuIShroffcomesto an end on 29‘" September, 201s.The Board has, based on the
recommendation ofthe Nomination and Remuneration Committee and subject to the approuaI of the Members, approued the var
appointment of Mr. RahuI Shroffas Executiue Director for a further period of 3 years, post completion of his presentterm in September
2018.
Mr. RahuI Shroff is not disqualified from being reappointed as a Director in terms ofSection 154 ofthe Act and hasgiuen hisconsentto
act as Executive Director ofthe Company. Mr. Rahul Shroffsatisfies allthe conditions as set out in Section 195(3) ofthe Act and Panrll of
Schedule vtothe Act,for being eIigibIefor his appointment.
Abrieiprotile oiMr. RahuI Shrotf, including nature of his expertise, is annexed with the notice in accordance with Regulation 35 (3) of
SEBI (Listing Regulation).
In so far asthe remuneration oer. RahuI Shroff, as Executiue Director isconcerned,the Membershaue by a Special Resqution at the
AGM held on 12‘" September 2015approued thefoIIowing maximum Iimitswithin which the authority hasbeen deIegated tothe Board
or Committeethereoftofixthe remuneration ofthe Executiue Director. TheTermsofRemuneration are as under
.3 0.
°
RELIANCE
h‘ CHEMOTEXINDUSTRIESLIMITEDcm [40102RJ1977RC 001994
Name Mr. Rahul Shmff
Designation Executive Director
Basic salary From Rs. 2,55,000/rupto Rs. Siaoiooo/r Per Month
House Rent Allowance/ RFHA From Rs. 50,450/rupto Rs. 1,21,000/r Per Month
Dther Allowances From Rs. 25,000/7 Upto Rs. 1.70.000/r Per Month
Extgiafia in lieu oisonus From Rs. sauna/r upto Rs. 1,05,000/7 Per Month
Leave T'aVE' COMESSiO"For family and self, once in ayear asper rulesoithe company, butshallnot exceed the one
month basicsalary.
Mediia'REimbWfimemMedicalReimbursementexpensesincurrediorseliandiamily, butshall not exceed One
month basic salary ayear or 3 Months‘ basic salary over a periods rears.
PersonalAmidem/“fledica' '"SWWEActualpremium on personalaccidental/medicalinsuranceiorseliandtheiamily.
Provident Fund. superannuation fund and Gratuity as per rules oi the Company, subiectto ceiling as per guidelines for Managerial
Remuneration.
carwith Driver and telephone at residence are provided to our Executive Director for business purpose as well as for personal use.
Perouisite valueiorthe use oicarwith Driver hasbeen included in his Computation oilncome asper Section 17(2) oithe IncomeTax
Act. 1951. Howevertelephone provided to our Executive Director is not ataxable perquisite as per section 17(2) oithe lncomeTaxAct,
1951.
Fncasement oileave as per rules oithe Company.
Club Fees issubjectto a maximum oftwo clubs, thiswiII not include admission and life membershipfees.
statement piParti’culars purstanttp Schedulerv piTne Companies Act, 2013
1. General Information
Namre oi industry Manuiacturing and marketing oi Syntbetic Blended rarn
Date or expected date oi commencement oicommercial production, ibe Campany is in operation since August, 1m,
in case oinew companies, expected date oi commencement oi activities as Not Applicable
per proiectapproved byiinancial institutions appearing intbe prospectus,
earneuian rei tne nnaneoi [Rs in iaoi
Financial periormance based ongiven indicators. year ended 31032013
saies ineiudne etnei intone 23535 73
eientibeme eieeonenai b extraordinary itens b m) X] 43
eientopei raxbereie onei eonoienensive intone zss 77
Furelgn investment and collaboration iiany No sucn ioreign investmnnt or collaboration except minor
sbareboldingomon Residentlndians, iiany,
.gi.
°
RELIANCE
V“ CHEMOTEX INDUSTRIES LIMITEDCIN L40102RJ1977I1C 001994
2. information about the appointee
Name Mr. Rahul Shrnff
Background Details Mr. RahuI shroff, Executive Director of the Company since 1’August, 2010. He is a us
Citizen and hasa Bachelor of Science in Management5cience and Master ofEngineeringin Electrical Engineering and Computer Science from Massachusetts lnsitute of
Technology, Cambridge USA. He has been the wholetime Director cum Executive
Director ofReliance Chemotexlndustries Limited for last 9 rears and has been associated
withTexfileIndustryfromLastgvears.
Past Remuneration paid during the
year2017s1s
Rs. 71.11 Lakhs Paid duringtheyear
Recognition orawards N.A
Job profile and hissuitability He looks afterthe daystonay running ofthe company and has substantial power under
supervision, control, direction of Managing Director. He focuses on streamlining the
company‘s manufacturing processes with speci c emphasis on lean ideologies,
analytical reasoning and increased flexibility. He is responsible for the organization‘sincreased exports and its focus on diversifying into qualiwsconscious industrial and
medicaltextilemarkets.
Remuneration proposed Upto Rs. 10.00 Lakhs Per Month
Comparative remuneration profilewith respect to industry, size of the
Company, profile of the position and
person.
The Nomination and Remuneration Committee constituted bythe Board ofDirectors, in
terms of Schedule v ofthe Companies Act, 2013 pursue remuneration of ManagerialPerson in the Textile industry and other Companies comparable with the size of the
Company, industry benchmarkin general, profile and responsibilities of Mr. Rahul shroff,
Executive Director, before approving the remuneration as proposed herein above.
Taking into account the turnover of the company and responsibilities ofthe Executive
Director, remuneration proposed to be paid to him is reasonable and in line with the
remuneration levelsintheindustry acrossthe country.
Pecuniary relationship directly or
indirectly with the company or
relationship with the managerial
Son of Mr. Sanjiv shroff, Managing Director & Mrs. Dipika shroff, Director and brother of
Mr.Ameya shroff, Executive Director ofthe Company.
personnel.ifany.
3. other Infarmafinn
Reasons ot inadeduate
pmfit
The last year has been challenging due to tvvin headvvinds in torm ot lingering effect of demonetization and a
subdued economic environment caused by issues faced during implementation otthe Goods and Services Tax
(ssmhe onetime implementation otthe GSThas ledtoa downturn innrsthaltottrennancial year.
Steps taken or
proposed to be taken
torimprovement
The lndian textile market is almngmnmenmm and is settor resurgence on account otstronggrowth in the domestic
anc export markets. Vnuf Company intends to leverage this along With its longstanding customer relations, deeptocus on understand its cusmmef‘s needs, EXCEIIEntsttssaIES service, innovative product development and versatile
product mix to turther strengthen its sales both globallyand in the domestic market. Furthermore, in its etforts to
remain ahead of the curve, the company has actively taken steps to enhance economies of scale, increase
productivity, reduce costs, shrink delivery schedules, invest in the research and development otnevv products and
aggressively pursue opportunities in new markets. FlriaIIy, Vour Company is also evaluating the feasibility of a
diversitication and expansion proiectwhich wlIIfunI'ieflmpfnvethecnmpafiv‘s bottomline.
Expected increase in
the productivity and
protits in measurable
terms.
Locking to the Company‘s strong performance during the Financial Vear 2017713 The company is cautiously
optimisttor 2015719. The Companylooking atmodernisation otold ring trame andto continued tocus on value
added products, consistent duality and versatile product mix and cost cutting wlII result in increased protit by 2%
(aparox.iottherevenueinthenexttiscal.
.gz.
°
RELIANCE
V“ CHEMOTEX INDUSTRIES LIMITEDCIN 140102Rl1977l1c 001994
A. Disclnsures
lntarmanan an the The sharEHDIders are nanned atthe remuneratmrl gaeRage Df managenal persnnnEI (I'lmugI'l abstracts attenns
remuneratmrl gaeRage einulated ta them as well as EpranatUry statementannexed ta the name atmeetmg m whieh pmpnsaI atthen
atthe managenal appmntmentlspIaCEdbefnrethesharehnIders.
persnnneI
DlSCInsurE an The Bnard Regan and Cnrpnrate savemanee Regan farms gan Df the Annual Regan fur the year and the
remuneratmrl gaeRage remuneratmrl gaeRage and ntherterms aggheabletathe Directnrs have been diselased (Herein.
and ntherterms Df
Bnard under
‘Cnrpnrate
Gavernanee‘ Regan
Theterms of remuneration specified aboue are now being placed before the Membevsfovtheiv approual.
Mr. saniiu Shvoff, Mrs. Dipika Shvoff, Mr. Rahul Shvoff,Mv.Ameya Shvoff and Mr. N.G Rhaitan Directors of the company forthemsewes
and through theirrelatiuestothe extent oftheiv shareholding, if any, in the Company, may be deemed to be concerned or interested,
financially or otherwise, in tte Resolution at SI. Nos. 7, respectiuehy.
saue and exceptthe aboue, none ofthe other Directors, Key Managerial Personnel ofthe Company and/ortheir relatiues are in anyway
concerned or interested,linsncially or otherwise in the said Resolution.The Board recommendsthe Resolutions at item no. 7 of the
Noficefovappvovaloflhe Membersby meansofspecialResolufion
ITEM N0. 3
The Board, on the recommendation of the Audit Committee, has approued the appointment and remuneration of M/s N.N B
Associates, CostAccountantstoconductthe auditofthe cost records ofthe Companyforthefinancialyearending March 31, 2019.
in accordance with the provisions of Section 142 ofthe CompaniesAct, 2013 read with the Companies (Audit and Auditors) Rules,
201A,the remuneration payabletothe CostAuditorhasto be ra 'ed bvtheshaveholdevsofthe Company.
Accordingly, consent ofthe members is soughtfovpassing an DrdinaryResolution as set outin item No. Softhe Noficefov ratification ofthe
remuneration payabletothe ZostAudiIovfov(hefinancialyeav ending March 31, 2019. None ofthe Directors or Rey Managerial Personnel
ofthe Company ortheir relatiues are, in anyway, concerned or interested,linancially or otherwise, in the Resolution set outat item No. 2 of
the Notice.The Board recommendsthe Drdinary Resolution setfonh in item No. B ofthe Noficefov approual cfthe members.
Place Mumhai By order of the Board
Date 13'August,2on ForRehaiceChemotexlndustnestimited
Registered Office:_
“/-VlmalTank
Village Kanpur Post Box No 73
udaipure 313003Company Secretary
M.No. 22370
Details of Director seeking appointment/reappointment atthe AGM (Pursuantto Regulation 25(4) and 35(3) ofthe Listing Regulation
and Secretarialstandamyz oleeneral Meeting)
Name a aneenn MR Rsnuisnmn MR Ru snama Mr M sample MR Rn shaman
aw d22disa2 mam 00st dsmm2
ones) Bmh R nae m2 1955 Emma moan dsdsian
22Reas Mess wees wees
Dale at am me in an ne Be: a 2eoe2dis mums mama 14014011
QuzIm esnan RseReRn m seeRee n Msnaaenen seenae RseReianseenee iniesnie Canneieeaause cannece
mussels) wheeling n ceernai reemaeanan WY emanate
En ween sRaCanRaeiseeee
csReieme sna Expemse areaissiespeienaeiniReResneiRatenr mealsrespeieneemne unreaiaRexReneee n unreaimepeienemausnesssna
techie wads Rusnesssna made new
terms we Commons en Reenrem Ra 7m MmmbfiM ARReineassReecseemue AppfllmfldzsND» Appaineass Murvhxume/Imepemsm
sRReiRmeRu eeRRei men may iaseraienesr nxmwe/lmepemem (new ianee emew Ream
Mullen aieeei Ilzbbmleweby
Numbel m Meenna nuanced 4 2 4 2
dullni he Yul
PeIzmn between aieenn inei se Reaeae Ml sznhushnm Ml Ame»: Ml R u Shawl: lsmllehmd Ml KI sannaia 5 Rat reared Ml vawanhlmfilsmnehmmlw
snsn Mrs Dipiusmmm Ml us Khzrun reawmeiaieeei iaawaneiaieeei mVeldlmol
aeaitsaRRenuReumn last Rs mums snnmeesar snnnReesaR SVIWVstm
aim Rs 252w Rs mSw/e Re 22mm.
Rem snsesnea inmebzmpl R un sosnaes mdsnaes sosnses
Ilsx m aneennsmp ea in he I IMDYeinIeEr Flbresllmnad ul GODIIJ PDIYDIlslIlmnad NII
VubIr Dumplings ssan 1101mm 2 sunnsetaminausmeslmnea
.33.
‘9
RELIANCE
V“ CHEMOTEX INDUSTRIES LIMITEDCIN I40102Iu1977PIC 001994
gig“:RELIANCE
/ CHEMOTEX INDUSTRIES LIMITED
Registered Office: ViIIage Kanpur, Udaipur—313003 (Ray)CIN: L40102RJ1977PLC001994 Contact: 0294-2490488, Fax No. : 0294 4490057
Email: [email protected] Website: wwwreIiancechemotexcom
PROXY FORM
(Pursuant to Section 105 (e) of the Companies Act, 2013 and Rule 19 (3) of the Companies (Managementand Administration) Rule, 2014)
Name oItne member (s): Lmaii Id:
ND. oIsnares neId
Registered address: FDIID ND.
DP ID’.
CIient ID’.
’
Appiicabieior investors noIding shares in eIectronicIorm.
I/We being the member(si oItne above named Company hereby appoint:
S.ND. Name Address EmaII address
1 orIaiIing him
1 ortaiiing him
3
as my/our pruxy to attend and vote (on a poIII Ior me/us and on my/our benaII attne40m AnnuaI Generai Meeting oItne Company to be neId on
Monday, 10“ day oISepuember, 2017 allD.BDA.MalNka Hotewearsrastri CIr:IE,UdaIpurr3130013nd atanyadiournmentnereoiinrespectoisucnresoiutionsasareindicated beIow:
”IWisn myaboveProxytovote intne manneras indicatedintneboxbeiow:
s.No. Resolution For Against
1 To. consider and adopt the Audited Financial Statements of the Company for the year ended March
31,2018. togethervvith reportsofthe Board and Auditorsthereon.
2 To declare a Final Dividend ofRs. 10/7 per 10% Cumulative Redeemable Preference shares of Rs. 100/7
each.
To declare a Final Dividend of Rs. 1/7 per Equity Shares otRs 10/7 each.
A To Appoint a Director in place of Mr. R.N. Sharma, who retires by rotation, and being eligible, ofler
himselttorreappointment.
5. To Considerthe Continuousappointment of Mr. Kishori Lal Sonthlia as an Independent Director ofthe
company
5. To Consider the Continuous appointment of Mr. Narayan Shmfl as an Independent Director of the
company
7. To reappoint Mr. Rahul Shmfl(DlN 02301593) as Executive Director ofthe company
8. Ratification ofRemunerationmthe CostAuditors
”Itis optionaIto puta intneappropriatecoiumn againsttne Resoiotions indicated intne Bax. IIyou Ieavetne ‘FDr‘ Dr‘againsl‘ cqumn biank
againslanyuraIIREsDIutiDns,yDurPer\/WIIIbeentilIEdlDI/DleInlhemannerashe/Shelhinksappmpriale.
34.