JBF Industries : Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE 40TH ANNUAL GENERAL MEETING OF THE MEMBERS OF JBF INDUSTRIES LIMITED WILL BE HELD ON THURSDAY, 29TH SEPTEMBER, 2022 AT 11.30 A.M. (IST) via two-way Video Conferencing ('VC') facility or other audio visual means ('OAVM') to transact the following businesses:

1. To receive, consider and adopt Financial Statements of the Company for the financial year ended on 31st March, 2022 and the Reports of the Board of Directors and Auditors thereon.
2. To appoint Director in place of Mr. Yash Gupta, (DIN : 06843474) who retires by rotation and being eligible, offers himself for re-appointment.
3. To declare dividend on Preference Shares to be carried forward to the next year for payment.
4. To ratify the appointment of M/s. S C Ajmera & Co., Chartered Accountants, Udaipur, as Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to the provisions of section 139 of the Companies Act, 2013 and Rules made there under, re-appointment of M/s. S C Ajmera & Co., Chartered Accountants, (Registration No. 002908C) the Chartered Accountants, Udaipur, be and is hereby ratified as the Auditors of the Company to hold office until the conclusion of the Forty First Annual General Meeting of the Company (subject to ratification of the appointment by the members at every Annual General Meeting) at a remuneration as may be decided by the Board of Directors."

SPECIAL BUSINESS

5. To Consider appointment & Remuneration payable to Mr. S N Shetty (Din : 07962778) as Additional Director-Legal & Admn, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the being in force) Mr. S N Shetty (Din : 07962778) who was appointed as an Additional Director on 2nd June 2022, pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company received a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director, be and is hereby appointed as Director-Legal & Admn of the Company, to hold office from 2nd June 2022 to 1st June, 2025, and who will be liable to retire by rotation.

And

FURTHER RESOLVED THAT pursuant to the provisions of Section 196 & 197, read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the being in force) and as recommended by the Nomination and Remuneration Committee and by the Board of Directors in their meeting held on 2nd June, 2022, Mr. S N Shetty (Din : 07962778) be paid a monthly salary at the rate of 4,50,000 [Rupees Four Lacs Fifty Thousand Only] p.m. with effect from 2nd June, 2022, payable on the last working day of each calendar month subject to deduction of all the taxes which the Company is required to deduct."

And that in addition to the above monthly salary he will be entitled for

1. Reimbursement of education expenses equivalent to 9,500 [Rupees Nine Thousand Five Hundred Only] per month ;

1. Reimbursement of conveyance expenses equivalent to 9,500 [Rupees Nine Thousand Five Hundred Only] per month ;
2. Reimbursement of medical expenses incurred for himself, wife and dependent children subject to a maximum of 1,250 [Rupees One Thousand Two Hundred Fifty Only] per month.

6. Participation in the Provident Fund and any other schemes provided by the Company for the benefit of its Senior Executives;

7. He will be entitled to one month's leave for every 11 months of service or such leave as the exigencies of the business shall permit and as may be mutually agreed. However, the total monetary value of encashed leave at the end of the Tenure will not be included in the Computation of ceiling of perquisites;

"RESOLVED FURTHER THAT the remuneration payable as aforesaid shall be paid to Mr. S N Shetty (Din : 07962778), Director Legal & Admn, as minimum remuneration in accordance with in the case of absence or inadequacy of profits in any financial year during the term of his office and that the Board of Directors be and is hereby authorised to vary or increase, or enhance the scope of the remuneration and perquisites including the monetary value thereof, as referred to hereinabove to the extent of 25% of the Gross amount of remuneration but the same may be enhanced, altered, or varied in accordance with any guidelines regarding payment of managerial remuneration under the Companies Act, 2013, from time to time in force and that the agreement between the Company and Mr. S. N. Shetty, Director Legal & Admn, be suitably amended to give effect to those amendments."

FURTHER RESOLVED THAT notwithstanding anything contained herein above, in any financial year, the remuneration payable to the appointee shall be within the limits stated in sub Section II (A) of the Part II of the Schedule V to the Companies Act, 2013, as may be amended from time to time."

6. To consider appointment and remuneration of Mrs. Ujjwala Apte (DIN: 00403378) Additional Director from 2nd June, 2022, to pass the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the being in force) Mrs. Ujjwala Apte (Din : 00403378) who was appointed as an Additional Director on 2nd June, 2022, pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company received a notice in writing under Section 160 of the Companies Act, 2013 proposing her candidature for the office of the Director, be and is hereby appointed as as Director-Company Secretary of the Company, to hold office upto 1st June, 2025, and who will be liable to retire by rotation.

And

RESOLVED THAT Mrs. Ujjwala Apte (Din : 00403378) be paid a monthly salary at the rate of 3,47,630 [Rupees Three Lacs Forty Seven Thousand Six Hundred Thirty Only] p.m with effect from 2nd June, 2022, payable on the last working day of each calendar month subject to deduction of all the taxes which the Company is required to deduct."

And that in addition to the above monthly salary he will be entitled for

1. Reimbursement of entertainment expenses equivalent to 5,283 [Rupees Five Thousand Two Hundred Eighty Three Only] per month ;

2. Reimbursement of medical expenses incurred for herself, husband and dependent children subject to a maximum of 1,250 [Rupees One Thousand Two Hundred Fifty Only] per month.

1. Participation in the Provident Fund and any other schemes provided by the Company for the benefit of its Senior Executives;
2. She will be entitled to one month's leave for every 11 months of service or such leave as the exigencies of the business shall permit and as may be mutually agreed. However, the total monetary value of encashed leave at the end of the Tenure will not be included in the Computation of ceiling of perquisites;

"RESOLVED FURTHER THAT the remuneration payable as aforesaid shall be paid to Mrs. Ujjwala Apte (Din : 00403378), Director & Company Secretary, as minimum remuneration in accordance with in the case of absence or inadequacy of profits in any financial year during the term of her office and that the Board of Directors be and is hereby authorised to vary or increase, or enhance the scope of the remuneration and perquisites including the monetary value thereof, as referred to hereinabove to the extent of 25% of the Gross amount of remuneration but the same may be enhanced, altered, or varied in accordance with any guidelines regarding payment of managerial remuneration under the Companies Act, 2013, from time to time in force and that the agreement between the Company and Mrs. Ujjwala Apte, Director-Company Secretary, be suitably amended to give effect to those amendments."

7. To approve the remuneration of the Cost Auditors for the financial year ending 31st March, 2022 and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of the Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr.Vijay Bhavchandbhai Patel the Cost Auditors of the Company as appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2023, be paid remuneration of 1,75,000 (Rupees One Lac Seventy Five Thousand) per annum inclusive of all expenses."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By order of the Board of Directors

Mrs. Ujjwala Apte

Company Secretary

Membership No. A3330

Place : Mumbai

Date : 02nd June, 2022

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT

As required under Section 102(1) of the Companies Act, 2013, the following Explanatory Statement is set out all material facts relating to items of special business mentioned in the Notice.

Item No. 5

Mr. S N Shetty was appointed as an Additional Director on 2nd June, 2022 during the year to hold office upto the conclusion of this Annual General Meeting of the Company.

The Company has received notices under Companies Act, 2013, for recommendation of candidature of Mr. S N Shetty for the office of the Director. The Board recommends Mr. S N Shetty to be appointed as Director-Legal & Admn of the Company to hold office upto 1st June, 2025 and who will be liable to retire by rotation.

Pursuant to the requirement of the listing regulations, relating to the Corporate Governance, a statement containing brief profile of the above Director is included in Directors' Report, a part of the Annual Report.

None of the Directors/Key Managerial Personnel of the Company their relatives, except Mr. S N Shetty, is in any way, concerned or interested, financially or otherwise, in the Resolution mentioned Item No.5.

Item No. 6

Mrs. Ujjwala Apte was appointed as an Additional Director on 2nd June, 2022 to hold office upto the conclusion of this Annual General Meeting of the Company.

The Company has received notices under Companies Act, 2013, for recommendation of candidature of Mrs. Ujjwala Apte for the office of the Director The Board recommends Mrs. Ujjwala Apte to be appointed as Director-Company Secretary of the Company to hold office upto 1st June, 2025, and who will be liable to retire by rotation.

Pursuant to the requirement of the listing regulations, relating to the Corporate Governance, a statement containing brief profile of the above Director is included in Directors' Report, a part of the Annual Report.

None of the Directors/Key Managerial Personnel of the Company / their relatives,

financially or otherwise, in the Resolution mentioned Item No. 6.

Item No. 7

The Board, on the recommendation of Audit Committee in their Meeting held on 19th May, 2022, has approved the appointment and remuneration of the Cost Auditors to conduct the Audit of the cost records of the Company for the financial year ending 31st March, 2023.

1. In accordance with provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors has to be ratified by the shareholders of the Company.
2. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 7 of the Notice for ratification of the remuneration payable to the Cost Auditors of for the financial year ending 31st March, 2023.

None of the Directors/Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No.7 of the Notice.

By order of the Board of Directors

Mrs. Ujjwala Apte

Company Secretary

Membership No. A3330

Place : Mumbai

Date : 02nd June, 2022

NOTES:

1. In view of the global outbreak of the Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide its General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as 'MCA Circulars') permitted the holding of the Annual General Meeting ('AGM ' or 'Meeting') through Video Conferencing ('VC') facility or other audio visual means ('OA VM'), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India ('SEBI') vide its Circular dated May 12, 2020 ('SEBI Circular') has also granted certain relaxations. In compliance with the provisions of the Companies Act, 2013 ('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and MCA Circulars, the 40th AGM of the Company is being held through VC/OA VM on Thursday, 29th September, 2022 11.30 a.m hrs. (IST). The deemed venue for the 40th AGM will be Survey No.273, Village Athola, Daman and Diu, Silvassa-396 230.
   Pursuant to the provisions of the act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA circulars through vc/oavm, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA circulars and the sebi circular, the facility for appointment of proxies by the members will not be available for this agm and hence the proxy form, attendance slip and route map of the AGM venue are not annexed to this notice.
2. The Company has notified closure of Register of Members and Share Transfer Books from 22nd September, 2022 to 29th September, 2022 (both days inclusive) for holding Annual General Meeting.
3. Member holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / Link Intime Pvt. Ltd.
4. The Members whose names appear in the Register of Members / list of Beneficial Owners as received from Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) on Friday, 2nd September 2022, are entitled to vote on the resolutions set forth in this notice.
5. Please note that any person, who acquires shares of the company and becomes member of the Company after dispatch of the notice and holding shares as of the cut- off date i.e. Thursday, 22nd September, 2022 is entitled to vote and may obtain the login ID and password by sending a request by email to : https://www.evoting.nsdl. com/ or sec.shares@jbfmail.com
6. 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 their Depository Participants with whom they are maintain their demat accounts. Members holding shares in physical form and submit their PAN to the Company/Link Intime India Pvt. Ltd.
7. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
8. Members are requested to contact Link Intime Private Limited/ the Company for encashing the unclaimed dividends standing to the credit of their account.
9. The detailed dividend history and due dates for transfer to IEPF are available on the website of the Company.
10. CS Jagdish Patel failing him Ashwini Inamdar of M/s Mehta & Mehta, Practicing Company Secretaries, has been appointed as the Scrutinizer for conducting the remote e-voting process before and during AGM in a fair and transparent manner.
11. The E-Voting period starts on Monday, 26th September, 2022 at 9.00 a.m and ends on Wednesday, 28th September, 2022 at 5.00 p.m. The e-voting module shall be disabled by NSDL, for voting thereafter.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday, 26th September, 2022 at 9.00 a.m. and ends on Wednesday, 28th September, 2022, at 5.00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, 22nd September, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, 22nd September, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jpc@mehta-mehta.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms.Soni Singh at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to sec.shares@jbfmail.com
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to sec.shares@jbfmail.com
3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
4. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
5. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at sec.shares@jbfmail.com
6. The same will be replied by the company suitably.
7. Registration of Speaker related point needs to be added by company.