B & A Ltd. — AGM Information 2019

Aug 13, 2019

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B&A Limited

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B&A Limited

CIN: L01132AS1915PLC000200 Registered Office : Indu Bhawan, Mahatma Gandhi Road, Jorhat - 785001, Assam Corporate Office : 113, Park Street, 9th Floor, Kolkata - 700016 Phone : (033) 2265 7389, 4004 7472, Fax : (033) 2265 1388 Email : investorrelations@bandaltd.in, Website: www.barooahs.com

Notice of Annual General Meeting

Notice to the Shareholders

Notice is hereby given that the Annual General Meeting of the Shareholders of B & A Limited (hereinafter the Company) for the financial year ended 31st March 2019 will be held at the Registered Office of the Company at Indu Bhawan, Mahatma Gandhi Road, Jorhat - 785001, Assam on Saturday, 14th September 2019 at 9.30 a.m. to transact the following business:

Ordinary Business

1. To consider and adopt (a) the audited Financial Statement of the Company for the financial year ended 31st March, 2019 together with the reports of the Directors and Auditors thereon; and (b) the audited consolidated Financial Statement of the Company for the financial year ended 31st March 2019 and the report of the Auditors thereon and in this regard, pass the following resolutions as an Ordinary Resolution:

2. (a) “RESOLVED THAT the audited Financial Statement of the Company for the financial year ended 31st March 2019 and reports of Board of the Directors and Auditors thereon laid before the meeting, be and are hereby considered and adopted.”

3. (b) “RESOLVED THAT the audited consolidated Financial Statement of the Company for the financial year ended 31st March 2019 and the report of the Auditors thereon laid before the meeting, be and are hereby considered and adopted.”

4. To declare dividend on equity shares for the financial year ended 31st March 2019 and in this regard, pass the following resolution as an Ordinary Resolution: “RESOLVED THAT a final dividend at the rate of Re. 1 (One) per equity share of Rs. 10/- (Ten rupees) each fully paid up of the Company be and is hereby declared and the same be paid as recommended by the Board of Directors of the Company, out of the profits of the Company for the financial year ended 31st March 2019 to the Equity Shareholders of the Company whose names stand registered in the Company’s register of members or as

beneficial owners in the books of National Securities Depository Ltd and Central Depository Services (India) Ltd as at the end of business hours on Saturday, 7th September 2019 or to their mandates.”

1. To re-appoint Mr. Amit Chowdhuri, who retires by rotation and being eligible, offers himself for re-appointment as a Director and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act’ 2013, Mr. Amit Chowdhuri (DIN 00080854), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as Director of the Company, liable to retire by rotation.”

1. To fix remuneration of Statutory Auditors and in this regard, pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139,142 and other applicable provisions, if any, of the Companies Act’ 2013 read with Companies (Audit and Auditors) Rules 2014 [including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], M/s. Ghosal, Basu & Ray, Chartered Accountants (Registration No. 315080E) be paid such remuneration as shall be fixed by the Board of Directors of the Company for conducting the Statutory Audit of the Company for the financial year ending 31st March 2020.

Special Business

1. To appoint Mr. Robin Aidan Farley as a Director liable to retire by rotation and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and

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B&A Limited

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] Mr. Robin Aidan Farley (DIN 08217522) who was appointed as an Additional Director and who holds office of Additional Director upto the date of this Annual General Meeting and being eligible and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

1. To re-appoint Mr. Anjan Ghosh as an Independent Director and in this regard, pass the following resolution as a Special Resolution:

2. “RESOLVED THAT pursuant to the provisions of Sections 149, 150, and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Anjan Ghosh (DIN 00655014) who was appointed as an Independent Director and who holds office of Independent Director upto 31st March, 2020 and being eligible and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years with effect from 1st April 2020 till 31st March 2025 on the Board of the Company.”

“RESOLVED FURTHER THAT Mr. Anjan Ghosh (DIN 00655014) will continue as Independent Director on the Board of the Company on his attaining the age of 75 (Seventy five) years for the remaining period of his term of Directorship till the completion of his term of Directorship i.e. upto 31st March 2025.”

1. To re-appoint Mr. Rajkamal Bhuyan as an Independent Director and in this regard, pass the following resolution as a Special Resolution:

2. “RESOLVED THAT pursuant to the provisions of Sections 149, 150, and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Rajkamal Bhuyan (DIN 00946477) who was appointed as an Independent Director and who holds office of Independent Director

upto 31st March, 2020 and being eligible and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years with effect from 1st April 2020 till 31st March 2025 on the Board of the Company.”

1. To ratify the remuneration of Cost Auditors for the financial year ending 31st March 2020 and in this regard, pass the following resolution as an Ordinary Resolution:

2. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act’ 2013 (including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), the remuneration, as approved by the Board of Directors and set out in the statement annexed to the Notice, to be paid to the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31st March 2020 be and is hereby ratified.”

3. To approve payment of remuneration as per Schedule V of the Companies Act’ 2013 to Mr. Somnath Chatterjee, Managing Director of the Company for a period of 3 years with effect from 1st April 2018 till 31st March 2021 as an Ordinary Resolution:

4. “RESOLVED THAT further to the resolution passed at the Annual General Meeting of the members of the Company held on 27th September 2018 for appointment and remuneration payable to Mr. Somnath Chatterjee, Managing Director (DIN 00172364) of the Company and pursuant to the provisions of Sections 196, 197, 198 and Schedule V of the Companies Act’ 2013 (hereinafter the Act’) and other applicable provisions, if any, [including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], consent of the members of the Company be and is hereby accorded for the payment of remuneration within the maximum permissible remuneration as specified in Section II Part II of the Schedule V of the Act’ to Mr. Somnath Chatterjee for a period not exceeding 3 (Three) years with effect from 1st April 2018 to 31st March 2021 on the terms and conditions as per following schedule, recommended by the Nomination and Remuneration Committee of Directors and approved by the Board of Directors, notwithstanding that in case of absence or inadequacy of profit, such remuneration shall be payable to Mr. Somnath Chatterjee as minimum remuneration irrespective such remuneration may exceed the limits as prescribed in the provisions of Section 197 and 198 of the Act’, however, such remuneration shall not exceed the limits as stated in the Schedule V of the Act’ including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force.

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Schedule-Terms and Conditions

• (A) Salary, Allowances and Perquisites - As per remuneration schedule originally approved by the Board of Directors in its meeting held on 14th February 2018 and approved by the Shareholders in its meeting held on 27th September 2018 and further amended by the Board of Directors and/ or Nomination and Remuneration Committee of Directors from time to time and within the maximum permissible remuneration as per section II, part II of Schedule V of the Act’ 2013 or any amendments thereto or any statutory modifications thereof, in the event, the Company registers no profits or its profits are inadequate.

• (B) Mr. Chatterjee shall also be eligible to the following perquisites subject to the approval of the Nomination and Remuneration Committee of Directors and/or Board of Directors which are not included in the computation of ceiling of remuneration specified in the Schedule V as above:

• i) contribution to Provident Fund, Superannuation fund or annuity fund to the extent these are either singly or put together are not taxable under the Income Tax Act’ 1961.

• ii) Gratuity payable to Mr. Chatterjee at a rate not exceeding half a month’s salary for each completed year of service from the date of his joining in the group.

iii) Encashment of leave at the end of the tenure.

(C) Reimbursements

• i) Mr. Chatterjee shall be entitled to re-imbursement of all actual out of pocket expenses incurred in connection with the business of the Company which would include club memberships and entertainment expenses and such expenditure will not be grouped under perquisites or allowances in the computation of ceiling of remuneration specified in the Schedule V as above.

• ii) Provisions for use of chauffer driven company maintained cars, telephone and mobile phones at office and residence including long distance calls will not be grouped under perquisites or allowances in the computation of ceiling of remuneration specified in the Schedule V as above.

(D) Other terms

• i) As long as Mr. Chatterjee functions as Managerial person in the Company he shall not be paid any sitting fees to attend any meeting of the Board and/ or Committee of Directors.

• ii) In the event of inadequacy or absence of profits in any financial year, Mr. Chatterjee will be entitled to the payment of salary, allowances and perquisites as set out in para A above as minimum remuneration subject to necessary approvals, if any, notwithstanding the fact that such remuneration may exceed the limits prescribed under 197 of the Act’ alongwith the perquisites as set out in para B above which are not

included in the computation of limits for the remuneration or perquisites aforesaid.

• (iii) Mr. Chatterjee will be entitled to earned/ privileged leave as per rules of the Company.

• (iv) Mr. Chatterjee being a managerial person in two companies and drawing remuneration from both the companies the total remuneration drawn from all the companies shall not exceed the higher maximum limits admissible under Section 197 or Schedule V of the Act’, from any one of the companies where he is a managerial person;

• (v) The other terms and conditions of his appointment including powers, duties and remuneration as approved by the Board of Directors in its meeting held on 14th February 2018 and ratified by the Shareholders in its meeting held on 27th September 2018 and embodied in the agreement dated 3rd April 2018 entered between the Company and Mr. Chatterjee and further amended by the Board of Directors and/or Nomination and Remuneration Committee of Directors from time to time will remain in force for the remaining period of his Directorship.

RESOLVED FURTHER THAT the Board of Directors and/or Nomination and Remuneration Committee of Directors shall have the discretion and authority to modify the aforesaid terms of remuneration within the limits as prescribed under Section 197 and Schedule V of the Act’ [including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] and as approved by the members.

By order of the Board Place : Kolkata D. Chowdhury Date : 27th May 2019 Company Secretary

NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (AGM) may 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. The instrument appointing proxy in order to be effective, must be received either at the office of the Registrar and Share Transfer Agent (RTA), M/s MCS SHARE TRANSFER AGENT LIMITED, 383, Lake Gardens, 1st Floor, Kolkata-700045 Phone: (033) 4072-4051, 52, 53 Fax- (033) 4072-4050, Email-mcssta@rediffmail.com or at the Company’s Registered Office not less than forty eight hours before the commencement of the meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint

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B&A Limited

a single person as proxy and such person shall not act as proxy for any other shareholder. A blank proxy form is enclosed with this Notice.

1. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company provided that not less than three days of notice in writing is given to the Company.

2. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the AGM.

3. Explanatory Statement pursuant to section 102 of the Companies Act’ 2013 (hereinafter the Act’) relating to the Special Business to be transacted at the meeting is annexed hereto.

4. Copies of all documents referred to in the notice are available for inspection by the members at the registered office of the Company during normal business hours on all working days upto and including the day of the AGM of the Company. The terms and conditions of reappointment of Independent Directors are open for inspection by the members at the registered office of the Company on all working days during business hours up to the date of the meeting and also available at the website of the Company at www.barooahs.com.The Register of Directors and Key Managerial Personnel and their shareholding and Register of Contracts and Arrangements in which Directors are interested maintained under sections 170 and 189 of the Act’ respectively will be available for inspection by the members at the AGM.

5. The Company has set Saturday, 7th September 2019 as ‘Record Date’ for taking record of the Shareholders of the Company who will be eligible for casting their vote on the resolutions to be passed in the ensuing AGM as above, in both remote e-voting and physical mode.

6. Pursuant to the provision of section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Books of the Company shall remain closed from Sunday, 8th September 2019 to Saturday, 14th September 2019 (both days inclusive).

7. The Dividend, as recommended by the Board, if declared at the AGM, will be paid, subject to the provisions of Section 126 of the Companies Act, 2013 to those members or to their mandates:-

8. (i) Whose names appear as Beneficial Owners as at the close of business hours on Saturday, 7th September 2019 in the list to be furnished by National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL) in respect of shares held in electronic form and

9. (ii) Whose names appear as members in the Register of Members of the Company on or before Saturday, 7th September 2019.

10. Shareholders are requested to note that Securities and Exchange Board of India (SEBI) vide its circular dated 20th April 2018 has directed Companies to distribute dividends via ECS/NEFT or other approved electronic mode or by physical instrument such as warrants/ demand draft incorporating bank details of the shareholders. Accordingly shareholders holding shares in demat form are requested to update their demat account with the DP and those shareholders holding shares in physical form are requested to submit the form appended at the end of the Annual Report alongwith a cancelled cheque of the Bank Account to the RTA of the Company to enable them to update the necessary records for payment of dividends in electronic/approved mode.

11. Shareholders who have not registered their email address are requested to register their e-mail ID.

12. i) Shareholders holding shares in demat form may register their e-mail ID against their demat account with respective DP.

13. ii) Shareholders holding shares in physical form may register their e-mail ID by writing/sending an email to the Company at investorrelations@bandaltd.in

14. Shareholders are requested:

15. i) To note that correspondences should be addressed to RTA of the company M/s. MCS SHARE TRANSFER AGENT LIMITED, 383, Lake Gardens, 1st Floor, Kolkata-700045 Phone: (033) 4072-4051, 52, 53 Fax- (033) 4072-4050, Email - mcssta@rediffmail.com

16. ii) To notify change in address immediately to the RTA of the Company quoting folio number.

17. iii) The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Shareholders can submit their PAN to the Company’s RTA.

18. iv) Quote their DP ID/Client ID number or folio number in their correspondences

19. v) In case of inconvenience write to the Company Secretary at 113, Park Street, 9th Floor, Kolkata-700016 or e-mail at investorrelations@bandaltd.in

20. Shareholders who have not so far encashed their Dividend Warrants for the Financial Year ended 31st March 2013, 2014, 2015, 2016, 2017 and 2018 may immediately approach the Company’s RTA, MCS Share Transfer Agent Ltd to claim the unpaid dividends. Shares with respect to which dividends remain unclaimed for seven years will be transferred to the Investor Education and Protection Fund (IEPF) as per section 123 of the Act’ and applicable laws.

21. Members holding shares in physical form are requested to convert their holdings in dematerialized form to eliminate risks associated with physical shares and better management of the shares. Members can write to the Company’s RTA in this regard. Members are requested

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to note that SEBI vide its circulars dated 8th June 2018 and 30th November 2018 has mandated that with effect from 1st April 2019 transfer of shares in listed companies could not be processed unless such shares are held in dematerialized form.

1. Shareholders are requested to consider making nominations in respect of their shareholding to ease the process of transmission. Shareholders holding shares in physical form are requested to register their nominations by submitting the nomination form appended at end of the Annual Report to the RTA.

2. The Annual report 2018-19 and Notice of the Annual General Meeting, Attendance Slip and Proxy Form are being sent in electronic form to all the members whose e-mail IDs are registered with the Company/DP. For members who have not registered their e-mail addresses physical copies of the aforesaid documents are being sent in the permitted mode. Annual Report for the financial year ended 31st March 2019,Notice of the Annual General Meeting, Attendance Slip and Proxy Form are also available at the Company’s website at www.barooahs.com.

3. Members seeking any information with regard to accounts are requested to write to the Company Secretary at least 10 days in advance of the AGM to enable the Company to keep the information ready.

4. In compliance with the provisions of section 108 of the Companies Act’ 2013 and the rules framed thereunder, the members are provided with the facility to cast their vote electronically, through remote e-voting services provided by Central Depository Services (India) Ltd (CDSL) on the resolutions set forth in this notice.

5. Mr. Tarun Chatterjee, Advocate (Enrolment No. WB 2068) failing him, Ms. Binita Pandey (PCS No. 19730) has been appointed as Scrutinizer to scrutinize the e-voting process. The Scrutinizer shall as early as possible from the conclusion of the e-voting period, unblock the votes in the presence of at least 2 (two) witnesses not in employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, to the Chairman of the AGM.

20. SHAREHOLDER’S INSTRUCTIONS FOR REMOTE E-VOTING

The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on Wednesday, 11th September 2019 at 10 a.m. and ends on Friday, 13th September 2019 at 5 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) on Saturday, 7th September 2019 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted through remote e-voting prior to the meeting date would not be entitled to vote on poll at the meeting venue.

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

• (iv) Click on Shareholders’ tab.

• (v) 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.

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

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

• (viii)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) n Members who have not updated their PAN with the Company/ depository participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. n In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. e.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field.
Dividend Bank Details OR 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. n 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 (v).

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

• (x) 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 remote 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.

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

• (xii) Click on the EVSN for the relevant Band A Ltd on which you choose to vote.

• (xiii)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.

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

• (xv) 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.

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

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

• (xviii)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 and enter the details as prompted by the system.

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

• (xx) Note for Non – Individual Shareholders and Custodians

• l Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian

are required to log on to www.evotingindia.com and register themselves as Corporates.

• l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• l 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.

• l The list of accounts linked in the login should be mailed to helpdesk.evoting @cdslindia.com and on approval of the accounts they would be able to cast their vote.

• l 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.

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

Other instructions on remote e-voting

• (i) The remote e-voting period commence on Wednesday, 11th September 2019 at 10 a.m. and ends on Friday, 13th September 2019 at 5 p.m. During this period, shareholders holding shares either in physical form or in dematerialised mode as on Saturday, 7th September 2019 may cast their vote electronically. The remote e-voting module will be disabled by CDSL for voting hereafter. Once the vote on resolution is casted by the shareholder, he shall not be allowed to change it subsequently.

• (ii) The voting rights of the shareholder will be in proportion of their shares as on Saturday, 7th September 2019 to the paid up equity share capital of the Company. However, any person who acquires Share(s) and become a member after dispatch of notice and held shares as on cut-off date may obtain the sequence number of remote e-voting by sending a request to the Company’s RTA at mcssta@rediffmail.com

• (iii) Provision of electronic voting will not be extended during the AGM, however those members who have not casted their vote through remote e-voting will be allowed to vote on poll. Those members who have exercised their voting through remote e-voting prior to the meeting may participate in the AGM but will not be entitled to vote on poll during the meeting.

• (v) The Scrutinizer will make his/her report of the votes casted in favour or against, if any, to the Chairman or a person authorised by him on Monday, 16th September 2019 and he shall declare the results of the voting forthwith.

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• (vi) The results declared along-with the Scrutinizer’s Report shall be placed on the Company’s website www.barooahs.com and will be available in the website of CDSL and will be communicated to Bombay Stock Exchange where the shares of the Company are listed.

• Details in respect of Directors seeking appointment/reappointment at the AGM are provided herewith. The Directors have furnished requisite declarations for their appointment/ re-appointment.

• (i) Mr. Amit Chowdhuri - Born in 1st November 1949, Mr. Chowdhuri is a Hons. Graduate from St. Edmunds College, Shillong. In his 40 years of career he has served J.Thomas & Co. Pvt. Ltd, a reputed tea auction house based at Kolkata, in several capacities, including Chairman & Managing Director. He joined the Directorate on 3rd April 2010. He does not hold any shares in the Company. Mr. Chowdhuri is the Chairman of Stakeholder’s Relationship Committee and a member in the Nomination and Remuneration Committee, Share transfer Committee and Corporate Social Responsibility Committee of Directors of the Company. He is not related to any Director on the Board.

• (ii) Mr. Robin Aidan Farley - Mr. Robin Farley is a UK citizen and was born on 26th September 1983. He joined the Board on 13th November 2018. He graduated from the University of Bristol with a degree in French and Economics. Mr. Farley is a Consultant at Odgers Berndtson, a leading global executive search firm headquartered in the UK with offices in over 30 countries. He recruits and assesses senior

risk, compliance and regulatory professionals across financial services markets. Mr. Farley does not hold any shares in the Company. Mr. Farley is the elder son of Mrs. Anuradha Farley, Chairman of the Board.

• (iii) Mr. Anjan Ghosh - Mr. Ghosh born on 15th July 1949 is a fellow member of Institute of Chartered Accountants of India. He joined the Directorate on 25th May 2012. Prior to joining the Board of the company he was associated with J. Thomas group of companies, a reputed tea broking house in Kolkata for 34 years where he was elevated to Managing Director and Vice Chairman. Currently he works as a corporate consultant. He does not hold any shares in the Company. Mr. Ghosh is the Chairman of Audit Committee and Nomination and Remuneration Committee of Directors of the Company and a member of Corporate Social Responsibility Committee, Stakeholder’s Relationship Committee and Share Transfer Committee. He is not related to any Director on the Board.

• (iv) Mr. Rajkamal Bhuyan - Mr. Bhuyan born on 15th August 1956 is a Post Graduate in Economics and a Chartered Accountant. He joined the Directorate on 27th September 2010. Mr. Bhuyan is a reputed businessman based at Assam and has promoted several companies engaged in construction project. Mr. Bhuyan is a member of the Audit Committee of Directors of the Company. Mr. Bhuyan does not hold any shares in the Company. He is not related to any Director on the Board.

Particulars of Directorship of the above-mentioned Directors in other listed Indian Companies are tabled below :-

Name of the Director	Number of meetings of Board attended during FY 2018-19	Remuneration received during FY 2018-19 (In Rs. Lac)	Name of the other Listed Companies where the appointee is also a Director	Category of Directorship	Committee Membership	Chairmanship in Committees
Mr. Amit Chowdhuri	Five	3.26	B&A Packaging India Ltd	Independent Director	(i) Audit Committee (ii) Share Transfer Committee (iii) Nomination and Remuneration Committee (iv)Stakeholder’s Relationship Committee (v) Corporate Social Responsibility Committee	(i) Stakeholder’s Relationship Committee (ii) Corporate Social Responsibility Committee
Mr. Robin Aidan Farley	Nil	Not applicable	Nil	Not applicable	Nil	Nil

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B&A Limited

Mr. Anjan Ghosh	Five	4.24	B&A Packaging India Ltd	Independent Director	i) Stakeholder’s Relationship Committee ii) Corporate Social Responsibility Committee iii) Audit committee iv) Share Transfer Committee v) Nomination and remuneration Committee	i) Audit Committee ii) Nomination and Remuneration Committee
Mr. Raj Kamal Bhuyan	Five	2.50	Premier Cryogenics Ltd.	Independent Director	Audit Committee	Audit Committee

1. The map to the venue of the meeting is attached herewith for convenience of the Members.

Route Map of the Venue of Annual General Meeting

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT’ 2013

The following Statement sets out the material facts relating to the Special business mentioned in the Notice: Item No. 5

The Board of Directors of the Company (hereinafter ‘the Board’) at the meeting held on 13th November 2018 on recommendation of the Nomination and Remuneration Committee of Directors (hereinafter “the Committee”) appointed in terms of Section 161 of the Companies Act, 2013 (hereinafter ‘the Act’) Mr. Robin Aidan Farley (hereinafter ‘Mr. Robin Farley or ‘Mr. Farley) as Additional Non-Executive Director on the Board of the Company with effect from the said date of the meeting of the Board. Mr. Robin Farley will vacate his office

at this Annual General Meeting (hereinafter ‘the AGM’). The Board at its meeting held on 27th May 2019 on recommendation made by the Committee recommended for the approval of the Members at the AGM for appointment of Mr. Robin Farley as a Non-Executive Director on the Board of the Company, liable to retire by rotation. The Company has received notice in writing from a Member of the Company under Section 160 of the Act, proposing candidature of Mr. Farley for the office of Director of the Company. The Company has received consent and declaration from Mr. Farley under Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, Mr. Robin Farley fulfills the conditions specified in the Act, the Rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure

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B&A Limited

Requirements) Regulations, 2015 (hereinafter the SEBI (LODR) for appointment as a Director. Additional information in respect of Mr. Farley pursuant to the SEBI (LODR) and the Secretarial Standard on General Meetings is appended in the notice of the AGM.

Mr. Robin Farley is interested in the resolution set out in the Item No. 5 of the Notice. Mrs. Anuradha Farley, a Non-Executive Director, being related to Mr. Robin Farley, may be deemed to be interested in the resolution. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, other than Mr. Robin Farley and Mrs. Anuradha Farley, is interested or concerned in the resolution. The Board recommends the Ordinary Resolution set out in the Item No. 5 of the Notice of the AGM for approval by the members.

Item No. 6 and 7

The Members of the Company in the Annual General Meeting of the Company held on 15th September 2015 approved the appointment of Mr. Anjan Ghosh(DIN 00655014)and Mr. Rajkamal Bhuyan (DIN 00946477) as Independent Directors on the Board for an initial term of five consecutive years to hold office upto 31st March 2020.

In terms of section 149 and Schedule IV of the Act’ read with Regulation 25 of the SEBI (LODR), an independent director shall hold office for an initial term of five consecutive years but shall be eligible for re-appointment on passing a Special Resolution by the members of the Company. Accordingly, on passing Special Resolution by the members of the Company Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan would stand eligible for reappointment as Independent Directors on the Board for a 2nd term of five consecutive years on expiry of their present tenure of Directorship.

Further, with effect from 1st April 2019, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the members by way of Special Resolution is also required for continuation of the office of a Non-Executive Director on his attaining the age of seventy five years. Mr. Anjan Ghosh will be attaining the age of seventy five years on 15th July 2024 as Non-Executive Director on the Board if re-appointed by the Members for a 2nd term of five consecutive years.

The Company has received notice in writing from a member of the Company under Section 160 of the Act, proposing candidatures of Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan for the office of Director of the Company.

Mr. Anjan Ghosh served J. Thomas & Company a professionally managed business house for thirty four years, prior to joining the Directorate of the Company. As a seasoned Chartered Accountant, he reached the highest echelon of the corporate structure and was elevated to the position of Vice-Chairman and Managing Director of J. Thomas. As a member of the Board, Mr. Ghosh has been effectively advising the management on issues of strategy, performance, risk management and deployment of resources in the Company. The Company had received expert guidance from Mr. Ghosh on issues relating to financial management and banking

solutions. Mr. Ghosh has been profound adherent of good corporate governance and has been practicing as such across the Board and Committees of listed companies where he is a Director. As a Chairman of the Audit Committee he has remained a keen contributory in reviewing company’s financial reporting process and financial statements. As a highly involved company director he has brought appropriate clarification or amplification of information on certain topics which were vital and delicate to the Company.

Mr. Bhuyan, a Post Graduate in Economics and a Chartered Accountant. Mr. Bhuyan is a reputed businessman based at Assam and has promoted several companies engaged in construction project. It is presumptive that guidance of Mr. Bhuyan in any structured business decision would be inestimable. As a member of the Board and Audit Committee of the Company, Mr. Bhuyan had effectively participated in the deliberations in issues of strategy, performance, risk management, standards of conduct, deployment of resources and key appointments in the Company. He has been a key contributory in bringing improved governance in the Board and Committee practices which is an essential responsibility of an Independent Director.

In terms of what has been stated in para 5 and 6 above, the Committee and the Board are of the view that continued association Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan would be beneficial for future development and business prospect of the Company. Besides, given the knowledge, experience and performance of the aforesaid Directors and contribution to Board processes by them, it would be appropriate that they may continue to serve on the Board as an Independent Director for a 2nd term of five consecutive years to hold office from 1st April 2020 to 31st March 2025.

Accordingly, in compliance with the applicable provisions of the Act’ and relevant rules and regulations framed thereunder and SEBI (LODR) the Board at its meeting held on 27th May 2019, recommended for the approval of the Members in the AGM for the re-appointment of Mr. Anjan Ghosh with effect from 1st April 2020 for a 2nd term of five consecutive years and to hold office as Non-Executive Independent Director on attaining the age of 75 years till completion of his term of Directorship i.e. upto 31st March 2025 and the re-appointment of Mr. Rajkamal Bhuyan with effect from 1st April 2020 for a 2nd term of five consecutive years and to hold office as NonExecutive Independent Director till 31st March 2025.

Company has received declaration from Mr. Anjan Ghosh and Mr. Bhuyan that they meet the criteria of Independence prescribed under Section 149 and Schedule IV of the Act read with the Companies (Appointment and Qualification of Director’s) Rules, 2014 and Regulation 16 of the SEBI (LODR).

In the opinion of the Board, Mr. Anjan Ghosh and Mr. Bhuyan fulfill the conditions specified in the Act, the Rules thereunder and the SEBI (LODR) for re-appointment as Independent Director and that they are independent of the management of the Company.

Additional information in respect of Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan pursuant to the SEBI (LODR) and the Secretarial Standard on General Meetings is appended in the notice of the AGM.

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B&A Limited

Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan are interested in the resolutions set out respectively at item no. 6 and 7 of the Notice of the AGM with regard to their respective appointments.

Save and except the above, none of the other Directors and Key Managerial Personnel of the Company, or their relatives is interested or concerned in these Special Resolutions.

The Board recommends the Special Resolutions set out in the Item Nos. 6 and 7 of the Notice of the AGM for approval by the members.

Item No. 8

The Board on the recommendation made by the Audit Committee has approved the appointment and remuneration of M/s. Mou Banerjee & Co., Cost Accountants, (Registration No. 00266) as Cost Auditors to conduct the audit of the cost records of the Company pertaining to its tea business for the financial year ending 31st March 2020. The Board approved Rs. 66,000 (Sixty Six Thousand) excluding applicable tax and re-imbursement of expenses, as Audit fees payable to the Cost Auditors for the financial year ending 31st March 2020. In terms of Section 148 of the Act’ read with the Companies (Audit and Auditors) Rules, 2014 the remuneration payable to the Cost Auditors and approved by the Board has to be ratified by the members of the Company. Accordingly, ratification by the members is sought to the remuneration payable to the Cost Auditors for the financial year ending 31st March 2020 by passing an Ordinary Resolution as set out at Item no. 8 of the Notice calling the AGM.

None of the other Directors and Key Managerial Personnel of the Company, or their relatives is interested or concerned in the resolution. The Board recommends the Ordinary Resolution set out in the Item No. 8 of the Notice of the AGM for approval by the members.

Item No. 9

Mr. Somnath Chatterjee was appointed as Managing Director in the Company with effect from 1st April 2018 for a period of five years upto 31st March 2023 by way of an ordinary resolution passed by the members of the Company at the Annual General Meeting of the Company held on 27th September 2018. An agreement ascribing to the terms and conditions of the appointment including remuneration payable to Mr. Somnath Chatterjee as Managing Director was entered between the Company and Mr. Somnath Chatterjee on 3rd April 2018 and was approved by the members in the said meeting. The terms and conditions of appointment of Mr. Somnath Chatterjee inter alia provided for payment of minimum remuneration and perquisites to him in terms of Section 197 read with Schedule V of the Act’ in the event of absence or inadequacy of profits in the Company.

Mr. Somnath Chatterjee was also serving B&A Packaging India Ltd (subsidiary company) as Whole Time Director during his appointment as Managing Director in the Company. The terms of conditions of appointment of Mr. Somnath Chatterjee in the Company inter alia provided for payment of remuneration as a managerial person from both the companies provided the total remuneration drawn from the Company and the subsidiary company shall not exceed the higher maximum limit admissible under the Act’.

The profit of the Company in terms of section 198 of the Act’ for the financial year ended 31st March 2019 was inadequate for payment of combined remuneration of Rs. 45,03,397 (Rs. 32,55,132 from the Company and Rs.12,48,265 from the subsidiary company) received by Mr. Somnath Chatterjee from the Company and subsidiary company in the capacity of Managing Director and Whole Time Director respectively. However, such combined remuneration paid to Mr. Chatterjee during the financial year ended 31st March 2019 was within the limit of maximum permissible remuneration (Rs. 84 lac) payable in terms of section 197 of the Act’ read with Section II, part II of the Schedule V of the Act’ in the event of absence or inadequacy of profit, based on the computation of effective capital of the Company as on 31st March 2019.

Section II, part II of the Schedule V of the Act’ provides for according of consent of the members by means of ordinary resolution approving the payment of minimum remuneration to a managerial person of a company for a period not exceeding three years in the event of absence or inadequacy of profit in the company provided payment of such remuneration is approved by the Nomination and Remuneration Committee of Directors and Board of Directors of the Company.

The Nomination and Remuneration Committee and Board of Directors of the Company in its meetings held on 27th May 2019 have approved the payment of remuneration to Mr. Somnath Chatterjee from the Company as per schedule contained in the accompanying resolution as minimum remuneration for the financial years ended 31st March 2019, 31st March 2020 and 31st March 2021; provided the combined remuneration paid or payable by the Company and the subsidiary company to Mr. Somnath Chatterjee during these financial years may exceed the limits as prescribed under Section 197 and 198 of the Act’ however, such combined remuneration shall not exceed the limits as stated in Section II, part II of the Schedule V of the Act’ and applicable to the Company.

Additional information for the members of the Company as required under section II of part II of the Schedule V of the Act’ is given below. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, other than Mr. Somnath Chatterjee is interested or concerned in the Ordinary Resolution.

The Board recommends the Ordinary Resolution set out in the Item No. 9 of the Notice of the AGM for approval by the members.

STATEMENT OF INFORMATION FOR THE MEMBERS PURSUANT TO SECTION II OF PART II OF THE SCHEDULE V OF THE COMPANIES ACT, 2013.

• I. GENERAL INFORMATION

• Nature of industry:

• The Company is engaged in plantation of black tea.

• Date of commencement of commercial production: Not applicable as the Company operates tea gardens.

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B&A Limited

3. Financial Performance based on given indicators:

Standalone Financial Results

Standalone Financial Results	Standalone Financial Results	Standalone Financial Results
Rs. in lac
Particulars	2018-19	2017-18
Turnover	12132.96	12265.56
Profit after tax	176.87	604.87
Earning per shares	5.71	19.51
Net Worth	5367.70	5362.13

1. Foreign investments or collaborations, if any:

The Company does not have any foreign collaboration. The foreign investments in equity shares as on 31st March 2019 are listed below:

Particulars	Number of shares as on 31st March 2019	% with respect to total share capital
Non-Resident Indians	16514	0.53

Total remuneration received by Somnath Chatterjee during the financial year 2018-19 from the Company and subsidiary company is in excess of Rs. 9.99 lac, given, the higher maximum limit of remuneration based on the profitability of the subsidiary company for the financial year 2018-19 computed u/s 198 of the Act’ payable to him is Rs. 35.04 lac. Based on the computation of effective capital of the Company as on 31st March 2019, the permissible remuneration as per Schedule V of the Act’ for Mr. Somnath Chatterjee is Rs. 84 lac per annum in the event of absence or inadequacy of profits. Therefore the Company is permitted to pay upto Rs. 84 lac per annum to Mr. Chatterjee as remuneration for the financial year 2018-19 and continue payment of remuneration to him during the financial years 2019-20 and 2020-21 upto such higher limit as comtemplated in the said schedule in view of inadequate profits, subject to the approval of the shareholders.

1. Recognition/awards: Not applicable

2. Job Profile and suitability:

Mr. Somnath Chatterjee, Managing Director of the Company, is highly experienced and controls the affairs of the Company as a whole under the direction and supervision of the Board of Directors of the Company. He has successfully and in a sustained way contributed significantly towards growth in the performance of the Company. He has extensive experience in the tea industry. He is actively involved in the production planning, marketing, and formulation of business strategy and business development of the Company.

5. Remuneration proposed:

II. INFORMATION ABOUT THE APPOINTEE

1. Background details:

Mr. Somnath Chatterjee, born in 1962, is a commerce graduate. He has more than thirty years of extensive experience in the area of finance production, human resource and commercial matters in tea plantation and packaging business. Currently he holds the position of Managing Director in the Company and Whole Time Director in B&A Packaging India Ltd, subsidiary company.

1. Past remuneration:

The remuneration paid to Mr. Somnath Chatterjee for the last two financial years from the Company and the subsidiary company, B&A Packaging India Ltd is detailed below:

Remuneration including value of perquisites and contribution to Provident Fund	2018-19	2017-18
	**Rs. in lac **	Rs. in lac
B&A Ltd	32.55	30.05
B&A Packaging India Ltd	12.48	5.00
Total	45.03	35.05

Details of remuneration proposed for approval of the members in the Annual General Meeting of the Company are provided in the respective resolution.

1. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

The current remuneration being paid to the Managing Director, based on his profile of the position, is lower than the remuneration being paid to companies of comparable size in the industry in which the Company operates.

1. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:

Apart from the remuneration and perquisites paid to him as Managing Director as stated above and his respective shareholding held directly or indirectly in the Company, Mr. Somnath Chatterjee does not have any pecuniary relationship directly or indirectly with the Company and its managerial personnel.

III. OTHER INFORMATION

1. Reasons for loss or inadequate profits and steps taken or proposed to be taken for improvement:

In the financial year 2018-19 the Company has registered a post-tax profit of Rs. 176.87 lac. The remuneration drawn by the Managing Director during the financial year 2018-19 from the Company exceeded the limits as

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B&A Limited

enumerated in the provisions of section 197 and 198 of the Act’. The combined remuneration drawn by Mr. Chatterjee from the Company and the subsidiary company exceeded the higher maximum limit of remuneration based on the profitability of the subsidiary company for the financial year 2018-19, computed u/s 198 of the Act’. The proposed remuneration to Mr. Chatterjee is within the maximum permission remuneration as per Schedule V of the Act’ based on the computation of effective capital of the Company.

The Company is a producer of premium quality black tea. During the financial year 2018-19 the Indian Tea Industry witnessed a shift in the buying pattern reflected by market dynamics which had a major impact on the volume and price of the premium manufacturers. During the financial year the price difference between premium and medium category teas was substantially narrow. Consequently, while cost of manufacturing of premium teas was higher, the tea prices did not support commensurately, resulting in lower surplus of the Company during the financial year ended 31st March 2019.

IV. DISCLOSURES

1. Mr. Somnath Chatterjee received Rs. 32.55 lac from the Company during the financial year 2018-19 as remuneration which included Rs. 24.40 lac as Salary and Allowances, Rs. 6.20 lac as perquisites and Rs. 1.95 lac as contribution towards provident fund.

2. The remuneration received by Mr. Somnath Chatterjee during the financial year 2018-19 is fixed in nature. The performance criteria for Managing Director are available in the Company’s website under web link http://www.barooahs.com/policies/ remuneration-policy.pdf.

3. The Company entered a service agreement with Mr. Somnath Chatterjee on 3rd April 2018 to employ him in the Company in the capacity of Managing Director with effect from 1st April 2018 for a period of five years upto 31st March 2023. The notice period under current service contract is 3 months. There is no severance fee.

4. Mr. Chatterjee has not been offered any stock options.

The Company will continue to strive for better profitability by producing quality teas, keeping in mind the current market trends, improved yield and effective cost control.

1. Expected increase in productivity and profits in measurable terms:

The Company has earned a post-tax profit of Rs. 176.87 lac. during the financial year 2018-19 and will strive for better profitability in the future.

Place : Kolkata Date : 27th May 2019

By order of the Board

D. Chowdhury Company Secretary

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ATTENDANCE SLIP

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B & A LIMITED

CIN: L01132AS1915PLC000200 Regd. Offi ce: Indu Bhawan, Mahatma Gandhi Road, Jorhat – 785 001, Assam Corp. Offi ce: 113, Park Street, 9[th] Floor, Kolkata – 700 016 Phone: (033) 2265 7389, 4004 7472, Fax: (033) 2265 1388 Website: www.barooahs.com, E-mail: investorrelations@bandaltd.in

ANNUAL GENERAL MEETING ON SATURDAY, 14[TH] SEPTEMBER 2019

Name and Registered address of the shareholder(s) Registered Folio No./DP. ID. & Client ID.

I/We hereby record my/our presence at the Annual General Meeting of the Company at Indu Bhawan, Mahatma Gandhi Road, Jorhat-785001, Assam on Saturday, 14[th ] September, 2019.

_____ _____ ________ Member’s Folio No. Member’s/ Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note : Please cut here and bring the Attendance Slip duly signed to the Meeting Hall and hand it over at the entrance. Duplicate Slips will not be issued at the venue of the Meeting.

ELECTRONIC VOTING PARTICULARS

EVSN (E-voting Sequence Number) User ID PAN (Original) or as per point no. 20 (viii) of e-voting instructions in AGM notice

Please refer to the AGM Notice for E-Voting instructions.

….…….………...…………..……..... Please cut here and bring the above attendance slip to the Meeting Hall ....................................................................

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B & A LIMITED

CIN: L01132AS1915PLC000200 Regd. Offi ce: Indu Bhawan, Mahatma Gandhi Road, Jorhat – 785 001, Assam Corp. Offi ce: 113, Park Street, 9[th] Floor, Kolkata – 700 016 Phone: (033) 2265 7389, 4004 7472, Fax: (033) 2265 1388 Website: www.barooahs.com, E-mail: investorrelations@bandaltd.in

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

ANNUAL GENERAL MEETING ON SATURDAY, 14[TH] SEPTEMBER 2019

I/We, being the holder(s) of ................................................................................................................................................................................................................. equity shares to the above named company, hereby appoint

1. Name : Address : E-mail ID : Signature : ..................................................................................... or failing him/her 2. Name : Address : E-mail ID : Signature : ..................................................................................... or failing him/her 3. Name : Address : E-mail ID : Signature : .....................................................................................................................

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Saturday, the 14[th] day of September 2019 at the Registered Offi ce of the Company and at any adjournment thereof, in respect of resolutions as indicated below:

Sl. No.	Resolution Proposed	Optional*	Optional*
		For	Against
1.	Adoption of Audited Financial Statements, Reports of the Directors and Auditors for the f nancial year 2018-19.
2.	Declaration of Dividend on Equity Shares.
3.	Re-appointment of Mr. Amit Chowdhuri (DIN: 00080854) who retires by rotation.
4.	Fixation of remuneration of M/s Ghosal, Basu & Ray, Chartered Accountants (Registration No. 315080E) for the f nancial year ending 31stMarch 2020.
5.	Appointment of Mr. Robin Aidan Farley (DIN: 08217522) as a Director in the company liable to retire by rotation as an Ordinary Resolution.
6.	Re-appointment of Mr. Anjan Ghosh (DIN: 00655014) as an Independent Director for 2ndterm of f ve consecutive years in the Company and holding off ce till the end of the term on his attaining the age of 75 years as a Special Resolution.
7.	Re-appointment of Mr. Rajkamal Bhuyan (DIN: 00946477) as an Independent Director for 2ndterm of f ve consecutive years in the Company as a Special Resolution.
8.	Ratification of remuneration payable to M/s Mou Banerjee & Co., Cost Auditors (Registration No. 00266) for the financial year 2019-20 as an Ordinary Resolution.
9.	Payment of Remuneration to Mr. Somnath Chatterjee (DIN: 00172364) as per Schedule V of the Companies Act’ 2013 for the period 1stApril 2018 to 31stMarch 2021 as an Ordinary Resolution.
Signed this .......................................................................................................................... day of ....................................................................................................................................., 2019 Registered Folio No./DP ID & Client ID ....................................................................................... Signature of Shareholder(s) ........................................................................................... Signature of Proxyholder(s) ........................................................................................................................................................................................................................................................... Aff x revenue stamp of Re. 1/-

Note : 1. This form of proxy in order to be eff ective should be duly completed and deposited at the registered offi ce of the Company or offi ce of the RTA MCS Share Transfer Agent Ltd. at 383, Lake Gardens, 1[st] Floor, Kolkata-700045 not less than 48 hours before the commencement of the Meeting.

• 1. It is optional to put a “X” in the appropriate column against the resolution indicated in the Box. If you leave the “For” or “Against” column blank against the resolution, your proxy will be entitled to vote in the manner as he/she thinks appropriate.