AXXENURE-B - Bilcare Research · 2017-11-11 · Website: Email: [email protected] CIN:...

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AXXENURE-B

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Bilcare LimitedRegd. Office: 1028, Shiroli, Rajgurunagar, Pune - 410 505, India

Phone : +91 2135 304200 Fax: +91 2135 304370Website: www.bilcare.com Email: [email protected]

CIN: L28939PN1987PLC043953

Notice

Notice is given that the 29th Annual General Meeting of the Members of Bilcare Limited will be held on Wednesday, the 14th day of September 2016, at 11.00 a.m. at the Registered Office of the Company at 1028, Shiroli, Rajgurunagar, Pune - 410 505 to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statement of the Company for the year ended 31March 2016, together with the Report of the Board of Directors attached thereto and Auditors’Report thereon.

2. To appoint a director in place of Mrs. Nutan M. Bhandari [DIN 02198203], who retires by rotationand being eligible, seeks re-appointment.

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

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions,of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (includingany statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuantto the resolution passed by the Members at the 27th Annual General Meeting held on 30September 2014, the appointment of M/s. R. L. Rathi & Co., (Firm Registration No. 108719W)Chartered Accountants, Pune, as Statutory Auditors of the Company, made to hold the officetill the conclusion of 30th Annual General Meeting of the Company to be held in the year 2017,be and is hereby ratified for the financial year 2016-17 and that the Board of Directors be and ishereby authorised to fix their remuneration for the period, as may be determined by the AuditCommittee in consultation with the Auditors.”

SPECIAL BUSINESS

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

“RESOLVED that pursuant to the provisions of Section 148 (3) of the Companies Act, 2013 read withRule 14(a) of the Companies (Audit & Auditors) Rules 2014 and as per the recommendation of the AuditCommittee and approved by the Board of Directors, the remuneration of Rs. 1,50,000/- (Rupees One LacFifty Thousand only) plus taxes as applicable, conveyance and other out of pocket expenses at actuals,payable to M/s. Parkhi Limaye & Co., Cost Accountants (Firm Registration No: 000191) appointed asCost Auditors for the financial year 2016-17 be and is hereby ratified and confirmed.

RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorized todo all acts and take all such steps as may be necessary, proper or expedient to give effect to thisresolution.”

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

“RESOLVED THAT pursuant to the provisions of Section 73 and section 76 of Companies Act, 2013 andprovisions of Companies (Acceptance of Deposits) Rules, 2014, consent of shareholders of the Companybe and is hereby accorded to the Board of Directors of the Company including any committee thereof,for inviting and accepting deposits from public up to an amount not exceeding Rs. 129.79 Crores or

Bilcare_AR2016_Notice_F.indd 1 8/19/2016 6:39:16 PM

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such amount representing 25% of the aggregate of paid-up share capital, free reserves and Securities Premium Account as per the latest audited balance sheet as reduced by the amount of deposits accepted from public and which are outstanding on the date of acceptance, whichever is less, AND for inviting and accepting deposits from its members up to an amount not exceeding Rs. 51.91 Crores or such amount representing 10% of the aggregate of paid-up share capital, free reserves and Securities Premium Account as per the latest audited balance sheet, as reduced by the amount of deposits accepted from members and which are outstanding on the date of acceptance, whichever is less.

FURTHER RESOLVED THAT the Board of Directors including a committee thereof be and is hereby authorized to obtain credit rating, taking insurance, appointing trustees and to take all other necessary steps as may be required for the above mentioned purpose.”

By Order of the Board of DirectorsFor Bilcare Limited

Mohan H. BhandariChairman & Managing Director

Pune : 17th August 2016

Notes:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the special business under item Nos. 4 and 5 of the notice is annexed herewith.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company duly completed and signed not less than 48 (forty eight) hours before the commencement of the Meeting. Proxies submitted on behalf of limited companies, societies, etc. must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% (Ten percent) of the total share capital of the Company. In case, a proxy is proposed to be appointed by a Member holding more than 10% (Ten percent) of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Member.

4. Corporate Members are requested to send board resolution duly certified, authorising their representative to attend and vote on their behalf at the AGM.

5. The business set out in the Notice will 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. 23.

6. The Company’s Share Transfer Books and the Register of Members will remain closed from Friday, 9 September, 2016 to Wednesday, 14 September 2016 (both days inclusive).

7. Members holding shares in dematerialised form are requested to intimate any change in their address, bank details, ECS details etc. to their respective Depositories Participants and those holding shares in physical form are requested to intimate the above mentioned changes to the Secretarial Department at the Registered Office of the Company / Registrar and Transfer Agent of the Company.

8. Equity Shares of the Company are under compulsory demat trading by all investors. Those Members who have not dematerialised their shareholding are advised to dematerialise their shareholding to avoid any inconvenience in future.


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9. Members who hold shares in electronic form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio number/s in the Attendance Slip for attending the meeting to facilitate identification of Membership at the meeting.

10. Members are requested to bring their Attendance Slip alongwith the copy of Annual Report to the Meeting.

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

12. In terms of the Articles of Association of the Company, read with Section 152 of the Companies Act, 2013, Mrs. Nutan M. Bhandari, Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Board of Directors of the Company recommends her re-appointment.

13. Promoter Non-Executive Director, Mrs. Nutan M. Bhandari is holding 12,05,122 Equity Shares of Rs.10/- each of the Company.

14. Brief Profile of Directors proposed to be appointed/ re-appointed, names of Companies in which they hold Directorships and Memberships / Chairmanships of Board Committees, shareholding and relationships between Directors inter-se as stipulated under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Report on Corporate Governance forming part of the Annual Report.

15. Those Members who have not encashed/received their Dividend Warrants for the previous year(s), may approach to the Registrar & Transfer Agent of the Company for claiming unpaid / unclaimed Dividend.

16. Dividends which remain unclaimed/unencashed for a period of 7 (Seven) years will be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under the provisions of Sections 124 (5) of the Companies Act, 2013. No claim by the Members shall lie for the unclaimed dividend once the same is transferred to IEPF.

17. Non-Resident Indian Members are requested to inform the Company/Depository Participant, immediately of:

a. Change in their residential status on return to India for permanent settlement.

b. Particulars of their bank account maintained in India with complete name, branch, account type, MICR number, account number and address of the bank with pin code number, if not furnished earlier.

18. 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 the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar and Transfer Agent of the Company.

19. Members, who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names, are requested to send the Share Certificate(s) to the Company / Registrar and Transfer Agent of the Company for consolidation into a single folio.

20. Green initiative in Corporate Governance: The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by

allowing paperless compliances by the Companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its Members. To further Company’s environment friendly agenda and to participate in MCA’s Green Initiative, members who have not registered their e-mail addresses so far are requested to register their e-mail address


for receiving all the communications including Annual Report, Notices, Circulars, etc. from the Company electronically.

21. The Notice of the AGM alongwith the annual report for the year 2015-16 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for the physical copy of the same.

22. Road Map showing directions to reach the venue of the AGM is given at the end of this Notice.

23. Voting through electronic means:

a) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services Limited (CDSL), on all the resolutions set forth in this Notice.

b) Mr. Shekhar Ghatpande, Practicing Company Secretary (Membership No. FCS 1659), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

c) The facility for voting through Ballot Paper shall be made available at the AGM and the Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through Ballot Paper.

d) The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

e) The e-voting facility will be available during the following voting period:

Commencement of e-voting End of e-voting

Sunday, 11th September 2016, 9.00 A.M.IST Tuesday, 13 September 2016, 5.00 PM IST

f) During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of Wednesday, 7th September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

g) Instructions and other information relating to e-voting are as under:

i) The shareholders should log on to the e-voting website www.evotingindia.com.

ii) Click on Shareholders.

iii) 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.

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

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v) 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.

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

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

Dividend Bank DetailsOR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

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

viii) Members holding shares in physical form will then directly reach 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.

ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

x) Click on the EVSN for Bilcare Limited on which you choose to vote.

xi) 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.

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

xiii) 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 modify your vote.

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

xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.


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xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

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 www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• 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) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• The list of accounts linked in the login should be mailed to [email protected] 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 requently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

xx) Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 7th September, 2016 and not casting their vote electronically, may only cast their vote at the Annual General Meeting.

xxi) The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast hrough remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the Annual General Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

xxii) The voting rights of shareholders shall be in proportion to their shares of the paid equity capital of the Company as on 7th September, 2016.

xxiii) The results shall be declared on or after the Annual General Meeting of the Company. The results declared alongwith the Scrutinizers’ Report shall be placed on the Company’s website www. bilcare.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchange.


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24. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, except

Saturdays, during business hours up to the date of the Meeting.

Address of the Registrar and Transfer Agents:

Link Intime India Pvt. Ltd., (Unit: Bilcare Limited) Block No. 202, 2nd Floor, Akshay Complex Off Dhole Patil Road, Pune-411 001, India Telefax: +91-20–26163503 Website: www.linkintime.co.in E-mail: [email protected]

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out material facts relating to the business under items 4 to 5 of the accompanying Notice dated 17th August 2016.

Item No. 4

The Board of Directors, at its meeting held on 17th August, 2016 as per the recommendation of the Audit Committee, approved the appointment of M/s. Parkhi Limaye & Co., Cost Accountants (Firm Registration No: 000191) appointed as the Cost Auditors, for the Financial year 2016-17 at a fee of Rs. 150,000/- plus applicable taxes and other out of pocket expenses, for conducting the audit of the cost accounting records of the Company for the financial year ending 31st March, 2017. Pursuant to section 148(3) of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 members of the Company are required to ratify the remuneration to be paid to the Cost Auditors of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No 4 of the notice for ratification of remuneration payable to the Cost Auditors of the Company for the year ending 31st March, 2017.

None of the Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in the Resolution at Item No 4.

Board recommends the Resolution at item No. 4 for approval of the Members.

Item No. 5

Bilcare Limited has been accepting deposits from the general public since the year 1998. It has raised Deposits from Public during the years 1998 to 2005 and repaid them along with interest by the year 2007-2008 as per their terms and conditions. There is no default on the part of the Company in this regard.

The Company launched its latest Fixed Deposit scheme in the month of August 2012. Total deposits accepted by the Company as on 31st March 2013 were Rs. 163.71 Crores (Principal Amount).

The Hon’ble Company Law Board vide its order dated 18th September 2013 granted extension of a period of 2 years for repayment of Fixed deposits maturing till 31st March 2014.

Post extension the Company was regular in repayment of the fixed deposits along with interest due thereon.

The Hon’ble Company Law Board vide its order dated 7th August, 2015 granted the time period of 15 months from the date of Order for repayment of entire amount of fixed deposits along with interest and amount of Rs. 40 Crores to be paid in 7 months from the said date of the Order.

Hon’ble Company Law Board based on Company’s proposal, sanctioned the monthly schedule of payment vide Order dated 9th March 2016. The Company is following the Order and making all the payments as per the schedule provided in the Order along with the interest.


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The Company may accept further deposits from public, including directors and members as per the provisions of Section 73 and Section 76 and as per the provisions of Companies (Acceptance of Deposits) Rules, 2014.

The amount proposed to be accepted by way of deposits exceeds the aggregate of paid up share capital and free reserves. For the above mentioned purpose a Special Resolution is required to be passed by shareholders for authorizing the Board of Directors to accept the deposits from public and members.

The purpose for accepting / renewing unsecured deposits from the public including directors and members is to meet the operational requirements, repay the earlier deposits and to fulfill the growing financial needs for the business of the Company and the Company is confident about making all the repayments through its operations, partial disinvestment of property and launch of new fixed deposit scheme.

The Directors recommend the resolution for members' approval as a Special Resolution.

None of the Directors, Key Managerial Persons, Managers of the Company or their relatives have any concern or interest, financial or otherwise in the above resolution except to the extent of their Shareholding.

Copies of the Orders of the Hon’ble Company Law Board are available for inspection during 11.00 a.m. to 2.00 p.m. at the Registered Office of the Company, upto the date of the meeting.


thI/We record my/our presence at the `29 Annual General Meeting' of the Company to be held on Wednesday, 14 September 2016 at 11.00 a.m. at the Registered Office of the Company at 1028, Shiroli, Rajgurunagar, Pune - 410 505.

(To be handed over at the entrance of the Meeting Hall)

The remote e-Voting period starts from 9.00 a.m. IST on Sunday, 11 September 2016 and ends at 5.00 p.m. IST on Tuesday, 13 September 2016. The Voting module shall be disabled by Central Depository Services (India) Limited (CDSL) for voting thereafter.

Please read the instructions printed under the Notes to the Notice of the 29th Annual General Meeting of the Company to be held on Wednesday, 14 September 2016 at 11.00 a.m.

AXXENURE-B - Bilcare Research · 2017-11-11 · Website: Email: [email protected] CIN:...

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