mfg. of fibc jumbo bags · a\ m : 9173398575 9825363594 a and m jumbo bags limited mfg. of fibc...
TRANSCRIPT
A\ M : 9173398575
9825363594
A and M JUMBO BAGS LIMITED MFG. OF FIBC JUMBO BAGS
CIN: U25202GJ2011PLC065632
Block No.-100, Bhagwati Rice Mill, Opp. Hp Petrol Pump, Jetalpur, Daskroi Ahmedabad Ahmedabad Gj 382426 In E-mail : [email protected] website : www.aandmjumbobags.com
Ref No.:
To, The Manager National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. Cf 1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai- 400 051,
ISIN: INE749Y01014 NSE SYMBOL: AMJUMBO
Date:
DATE:25/12/2018
Dear Sir /Ma'am SUB: Submission of Postal Ballot notice for Alteration of Object Clause by
addition of Clause III (A) 2 in Memorandum of Association of Company.
This is with reference to our letter dated 20th December 2018 regarding approval of Board of Directors of Company for proposed alteration of Object Clause by addition of Clause III (A) 2 in Memorandum of Association of Company. The dispatch of Postal Ballot notice to all the shareholders has been completed on 24th December 2018.
A Copy of Postal Ballot notice is enclosed herewith.
Kindly consider for your information and records
Thanking you, For, A AND M JUMBO,:P���o FOW:X2 ��-� ��-f!----+':l-tt'rl��S�E�C_RETARY DHAV AL MUKESHBHAI PAREKH Company Secretary and Compliance Officer. 1tle_ y{] NO' 11 So.2i I '1 .
CIN : U25202GJ2011 PLC065632 M : 9173398575 9825363594
A and M JUMBO BAGS LIMITED MFG. OF FIBC JUMBO BAGS
Block No.-100, Bhagwati Rice Mill, Opp. Hp Petrol Pump, Jetalpu_r. Daskroi Ahme�abad Ahmedabad Gj 382426 In E-mail: [email protected] website: www.aandrniurnbobaqs.corn
Ref No.: Date:
POSTAL BAI,,LOT NOTICE
[Notice under section 110 of the Companies act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014)
Dear Member(s), A AND M JUMBO BAGS LIMITED
Notice is hereby given pursuant to the provisions of section 110 and other applicable provisions, any, of the Companies Act, 2013 (the Act,), read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re enactment thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolution(s) appended below is proposed to be passed by the Members through postal ballot.
You are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed self-addressed Postal stamp Paid Envelope. Postal ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) will also be accepted. The postal ballot Form(s) may also be deposited personally at the address given on the self-addressed postal stamp paid Envelope. The duly completed postal Ballot Form(s) should reach the scrutinizer not later than 05:00 P.M. on 24/01/2019 to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the Member.
The scrutinizer will submit his report to the chairperson or any other person authorized by the chairperson in that behalf after the completion of the scrutiny of the postal ballots. The results shall be declared on or before 26/01/2019 and communicated to the stock Exchanges, Depository, Registrar and Share Transfer Agent and shall also be displayed on the Company's website www.aandmjumbobags.com.
Thanking you, For, A AND M JUMBO BAGS LIMITED
�� DHAVAL MUKESHBHAI PAREKH Company Secretary and Compliance Officer. Mem A50314
A\ A and M JUMBO BAGS LTD.
1. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
ALTERATION IN OBJECT CLAUSE BY ADDITION OF CLAUSE III (A) 2 IN MEMORANDUM OF ASSOCIATION OF COMPANY:
RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re enactment thereof, for the time being in force), and the rules framed there under, consent of the members of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, to include following Clause III (a) 2 in Memorandum of Association of Company:
III (a) 2 . To establish, own, run, manage and to Carry on the business of manufacturers, processors, producers, developers, traders, exporters, importers, buyers, sellers, stockists, agents, operators, engineers, fabricators, contractors, sub contractors, brokers, assemblers, packers, re-packers, jobbers, designers, laminators, merchants, resellers, dealers, distributors, converters, recyclers and distributors of and/ or in any other capacity in which the business may be carried on all kinds of goods P.V.C. and plastic products and goods, including P.V.C. Pipes, sheets, lining, conduit pipe and ancillary products, resins and high density polythene products, pipes, tubes, hoses, sprinklers, Polyethylene pipes, drippers, accessories, fittings HDPE material for moulding and extrusion and all other ancillary and auxiliary materials or derivatives or articles or things which can be made of by using rigid PVC, polythene, LDPE, HDPE, PP, LLDPE, PET, plastic resins, plastic granules, polymers, monomers, polypropylene, thermoplastics, foam, adhesives, synthetic resins, emulsions, fiberglass, PVC Compound, PVC Dryblend, PVC Premix, PVC, HDPE, LLDPE, PLB Cable, Duct Pipe, Hose Pipe, PVC Pipe fittings, PVC. wood, rails, grills, door closures, mirrors, fitting glasses, sanitary fittings, basin, shower, commode, pipe fittings, tap fittings, geysers, water filters, electric fittings and accessories fans, lamps, security items and sanitary items, polythene, polyproplene, ABS, nylon, polystyrene, pur, P.V.C. polyster strips, plastic powder and such other articles required to manufacture profile plastic, P.V.C. pipe, moulded household articles, tubing, films, rolls and the like by whatever name called or their derivatives/mixtures and to do all incidental acts and things necessary for the attainment of the above objects.
RESOLVED FURTHER THAT any Director and / or company secretary of the company be and is hereby authorized to do all such acts, deeds, matters and things, as may be necessary, proper or expedient without being required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the authority of this resolution.
DHAVAL MUKESHBHAIPA.REKJf"' COMPANY SECRETARY AND COMPLIANCE OFFICER. MEM A50314 DATE: 20/ 12/2018 PLACE: AHMEDABAD
BY ORDER OF THE BOARD A AN�UMBO BAGS LIMITED
�\0P�
Notes:
1. Explanatory statement pursuant to Section 102 of the Companies Act, 2013, stating all
material facts and reasons annexed herewith.
2. The Board of Directors has appointed M/s. MEHUL THAKKAR & ASSOCIATES,
Practicing Company Secretaries having membership no. FCS 9568 & C.P. 11478 for
conducting postal ballot process in true and fair manner.
3. Dispatch of notices shall be completed by 24/12/2018.
4. The Postal Ballot Notice is being sent to all the Members, whose names appear on the
Register of Members / List of Beneficial owners as on Friday, 21/12/2018 (closing
business hours). The Physical copies postal Ballot Notice is being sent to Members by
permitted mode (i.e. through registered or speed post or through courier). Along with a
self-addressed postal Stamp paid Envelope. [In terms of provision of Section 108 of the
Companies Act, 2013 read with Companies (Management and Administration)
Amendment Rules, 2015, the Company is not required to provide the e-voting facility to
shareholders of the Company, as Company’s securities is listed on NSE EMERGE
Platform i.e. SME Platform]
5. The notice will be displayed on the website of the Company
www.aandmjumbobags.com. Postal ballot form can also be downloaded from the
website of the company i.e www.aandmjumbobags.com or seek duplicate postal ballot
form from the company.
6. The Postal Ballot Form for voting by shareholders is enclosed.
7. In Accordance with the rule 22 (3) of the companies (management and administration)
rules, 2014 after the postal ballot is dispatched, An advertisement will be published in
at least one English Language and One Vernacular Language Newspaper.
8. Members whose names appear on the register of Members / List of Beneficial owners as
on Friday, 21/12/2018 will be considered for the purpose of voting.
9. Resolution passed by the shareholders through postal ballot is deemed to have been
passed at a general meeting of the shareholders of the company.
10. Voting rights shall be reckoned on the paid up value of the shares registered in the
names of the members as on end of day – 21/12/2018.
11. Members shall fill in the requisite details and send the duly completed and signed
postal ballot form in the enclosed self-addressed postal Stamp paid Envelope to the
scrutinizer so as to reach on or before 24th January, 2019 5:00 P.M. Any postal ballot
form received after the said date and time period shall be treated Invalid.
12. Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be
rejected. There will be only 1 (one) postal ballot form for every registered folio / client ID
irrespective of the number of joint members.
13. The postal ballot form should be completed and signed by the shareholder (as per
specimen signature registered with the Company and / or furnished to CDSL/NSDL).
In case, shares are jointly held, this form should be completed and signed by the first
named member and, in his / her absence, by the next named member. Holder(s) of
Power of Attorney (“PoA”) on behalf of a Shareholder may vote on the postal ballot
mentioning the registration number of the PoA with the Company or enclosing a copy of
the PoA authenticated by a notary. In case of shares held by companies, societies etc.,
the duly completed postal ballot form should be accompanied by a certified copy of the
board resolution / authorisation giving the requisite authority to the person voting on
the postal ballot form.
14. A Member cannot exercise his/her vote by proxy on postal ballot.
15. Members having any queries relevant to voting via postal ballot may mail to Company
Secretary [email protected]).
/;.\ A and M JUMBO BAGS LTD.
16. Members exercising their vote are requested to carefully read the instructions printed
in the postal Ballot Form and return the Form duly completed and signed, in the
enclosed self-addressed postal stamp paid Envelope to the scrutinizer, so that it
reaches to scrutinizer not later than close of working hours i.e. 5:00 PM on
24/01/2019. The postage is borne by the company. However, envelopes containing
postal ballots, if sent by courier or registered speed post at the expense of the Members
will also be accepted. If any postal ballot is received on or after 5:00 PM on
24/01/2019, it will be considered as if no reply from the Member has been received.
17. The scrutinizer will submit his report to the chairperson as soon as possible after the
last date but not later than 26/01/2019, and the result of the voting by postal ballot
will be announced by the chairperson or any Director of the company duly authorized,
on or before 26/01/2019 at the registered office and will also be displayed on the
website of the company (WWW.aandmjumbobags.com), besides being communicated to
the stock Exchanges, Depository Registrar and share Transfer AGENT on the said date.
18. The date of declaration of results of the postal ballot, i.e. on or before 26/01/2019,
shall be the date on which the resolution would be deemed to have been passed, if
approved by requisite majority.
19. All the material documents referred to in the explanatory statement will be available for
inspection at the registered office of the company during office hours on all working
from date of dispatch of the Notice till 05:00 PM 24/01/2019.
h.\ A and M JUMBO BAGS LTD.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
2013
ITEM NO. 1
ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF
THE COMPANY
The board of directors of company at their meeting held on 20/12/2018 has approved,
subject to consent of the shareholders, alteration of memorandum of association by
addition of clause after sub-clause of Clause III (A) bearing Serial No. 2, in the manner as
set out in the special resolution at item no. 1 of this notice.
The alteration in the Object Clause of the MOA, as set out in the resolution, is to facilitate
Company’s business expansion in the area of PVC, HDPE, LLDPE, PLB products as defined
in Draft resolution as set out in item No.1 of Notice. The proposed activities can be carried
out, under the existing circumstances, conveniently and advantageously along with the
existing activities of the Company.
Your Directors have been considering various proposals for expansion of the company's
activities. This will also enlarge the area of operations of the company.
Pursuant to the provisions of Section 4, 13, 110 and all other applicable provisions, if any,
of the Act, read with applicable Rules and Regulations made there under (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), alteration of
the Object Clause of the MOA of the Company requires the approval of the members by
means of a Special Resolution through Postal Ballot.
None of the Directors/Key Managerial Personnel of the Company/their relatives are in any
way, concerned or interested, financially or otherwise in the Special Resolution set out in
Item No. 1 except to the extent to their shareholding in the Company, if any.
The Board recommends the resolution under Item No. 1 for approval of the members as a
Special Resolution.
/>.\ A and M JUMBO BAGS LTD.
. CIN: U25202GJ2011PLC065632 M : 9173398575 9825363594
A and M JUMBO BAGS LIMITED MFG. OF FIBC JUMBO BAGS
Block No.-100, Bhagwati Rice Mill, Opp. Hp Petrol Pump, Jetalpur, Daskroi Ahmedabad Ahmedabad Gj 382426 In E-mail: [email protected] website: www.aandmjumbobags.com
Ref No.:
POSTAL BALLOT FORM
Date:
Sr. Particulars Details No
1 Name of The First Named Shareholder
2 Postal Address 3 Registered Folio (For
Physical) I Client ID No. (For Demat) I
4 Class of Share Equitv Shares 5 Number of Equity Shares
held on 21/12/2018
I/We hereby exercise my I our votes in respect of Special Resolution to be passed through Postal Ballot for the business stated in the Notice of the Company dated 20/12/2018 by sending my/our assent or dissent to the said resolution by placing the tick ('V) mark at the appropriate box below
Sr. Item No. I assent to the I dissent to the No. resolution resolution 1. ALTERATION IN OBJECT CLAUSE
BY ADDITION OF CLAUSE III (A) 2 IN MEMORANDUM OF ASSOCIATION OF COMPANY
Place: Date:
[Signature of Shareholder I Authorised representative)
Note: Please read carefully the instructions before exercising your vote.
1. A Member desiring to exercise his/her vote may complete this postal Ballot
Form and send it to the company / scrutinizer in the attached self addressed
Postal stamp Paid envelope. Postage is borne and paid by the company.
However, envelope containing postal Ballot, if sent by courier or by hand at
the expense of the registered Shareholder will also be accepted.
2. The self-addressed envelope bears the name of the scrutinizer appointed by
the Board of Directors of the Company.
3. This Form should be completed and signed by the shareholder. In case of joint
holding, this Form should be completed and signed (as per the specimen
signature Registered with the company / Depository) by the first named
shareholder and in his absence, by the next named shareholder.
4. There will be one Postal Ballot Form for every Folio / Client ID No. irrespective
of the number of joint holders.
5. The Postal Ballot shall not be exercised by a proxy.
6. Incomplete, unsigned or incorrectly ticked Ballot Form will be rejected.
7. The Scrutinizer’s decision on the validity of a postal Ballot will be final.
8. Duly completed postal Ballot Forms should reach the company / Scrutinizer
not later than on 24th January, 2019 (05.00 pm), All Postal Ballot Forms
received after this date will be strictly treated as if the reply from the
Shareholder(s) has not been received.
9. Voting rights shall be reckoned on the paid up value of shares registered in
the name of the Shareholders on 21st December, 2018 which is declared as
specified date for dispatch of the Notice.
10. In case of shares held by companies, trusts, societies, etc. the duly completed
postal Ballot Form should be accompanied by a certified true copy of the
Board Resolution/Authorization together with specimen signature(s) of the
duly authorized signatories.
11. Members are requested not to send any other paper along with the postal
Ballot Form in the enclosed self addressed postage prepaid envelope in as
much as all such envelopes will be sent to the scrutinizer and any extraneous
paper found in such envelope would be destroyed by the Scrutinizer.
12. Postal Ballot form received by fax will be rejected as if reply from shareholder
has not been received unless the original postal Ballot Form is received within
prescribed time period.
13. The scrutinizer will submit the report to the chairperson or any other person
authorized by chairperson in this regard, after completion of the scrutiny and
result of the postal Ballot will be announced by the said chairperson and/or
Managing Director of the company on or before 26th January, 2019 at
Registered Office of the Company.
IA\ A and M JUMBO BAGS LTD.