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Beardsell Limited — AGM Information 2018
Sep 6, 2018
61560_rns_2018-09-06_b28a355f-dcb3-44e9-905b-c58ed422ad05.pdf
AGM Information
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Regd. Office: 47, Greams Road, CHENNAI - 600 006. (INDIA) : 2829 32 96, 2829 09 00 Tel : 33AAACB1429P2ZP GSTIN CIN No. : L65991TN1936PLC001428 $-$ moil $: h \circ @$ beardsell.co.in Website: www.beardsell.co.in
6th September, 2018
Sec: September: 2018 The Listing Manager, National Stock Exchange of India Limited, Exchange Plaza Bandra Kurla Complex, Bandra (E) Mumbai-400 051 Scrip Code: BEARDSELL
The Listing Manager BSE Limited Registered Office : Floor 25 P J Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 539447
Dear Sir,
Sub: Notice For our 81st Annual General Meeting of the Company Ref: Our Letter dated $6^{th}$ August, 2018 Our Letter dated 23rd August, 2018 $\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$
With Reference to the above, we are enclosing our Notice to the Shareholders for our 81st Annual General Meeting and the same will be held on Saturday, the 29th September, 2018 at 10.00 A.M. at "Mini Hall", Sathguru Gnananda Hall, Naradaganasabha, 314, T.T.K.Road Naradaganasabha, Chennai - 600 018.
We wish to inform you that the Register of Members and share Transfer Books of our Company will remain closed from 22/09/2018 to 29/09/2018 (Both days inclusive) in connection with the 81st Annual General Meeting of our Company to be held on 29th September, 2018. (Also informed vide our letter SEC: AUG: 2018 dated 23rd August, 2018)
We also would like to inform that Pursuant to the provisions of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 81st Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL). E-voting period begins on 26st September 2018 (9.00 AM) and ends on 28th September, 2018 (5.00 PM) and the cut-off date is fixed on 21st September, 2018.
Thanking you,
Yours faithfully, for BEARDSELL LIMITED,
K MURALI
COMPANY SECRETARY

Encl: Notice to Share holders of 81st Annual General Meeting
BRANCHES: AHMEDABAD - BANGALORE - CHENNAI - COIMBATORE - HYDERABAD - KOCHI MUMBAI - NEW DELHI - VISAKHAPATNAM

BEARDSELL LIMITED
| CONTENTS | Page |
|---|---|
| Notice to Shareholders | |
| Report of Directors | 9 |
| Auditors Report | 33 |
| Balance Sheet | 36 |
| Statement of Profit and Loss | 37 |
| Cash Flow Statement | 38 |
| Notes | 41 |
| Consolidated Financial Statements | 80 |
Directors
Mr.R Gowri Shanker - Chairman & Independent Director Mr. Bharat Anumolu - Managing Director Mr.Amrith Anumolu - Joint Managing Director Mr.V.J.Singh - Non Executive Independent Director Mrs Vijayalakshmi Ravindranath - Non Executive Independent Director Mrs. Jayasree Anumolu - Non Executive Director
Chief Financial Officer
Mr V V Sridharan
Company Secretary Mr.K.Murali
Auditors
M/s. S.R. BATLIBOI & ASSOCIATES LLP, Chartered Accountants (ICAI Firm registration number: 101049W/E300004)
Secretarial Auditors
M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries
Cost Auditors Mr M Krishnaswamy, Practicing Cost Accountant
Bankers Bank of india
Registered Office
47 Graemes Road Chennai - 600 006 $: 044 - 28293296 / 28290900$ Phone : L65991TN1936PLC001428 CIN NO Fax : 044-2829 0391 E-mail : [email protected] Website www.beardsell.co.in $\dddot{\phantom{a}}$

BEARDSELL LIMITED
CIN NO: L65991TN1936PLC001428
NOTICE IS HEREBY GIVEN that the Eighty First Annual General Meeting of the Company will be held on Saturday, 29th September 2018 at 10 A.M. at "Mini Hall, Satguru Gnanananda Hall, Naradagana Sabha, 314, T.T.K. Road, Chennai 600 018 to transact the following business:
AS ORDINARY BUSINESS :
1. ADOPTION OF ACCOUNTS :
To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss account of the Company (Both Standalone and Consolidated ) with the Schedules and Cash Flow Statement for the year ended 31st March, 2018 together with the Directors Report and the Auditors' Report thereon, be and are hereby approved and adopted".
- TO DECLARE A DIVIDENDTo consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the recommendation of the Board of Directors, Interim Dividend at the rate of Re.0.24 (12 percent) per share paid as Interim Dividend for the year ended 31st March, 2018 to those share holders whose name appeared in the Register of Members on 28th March 2018 be and is hereby ratified",
3. APPOINTMENT OF DIRECTOR
To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT Mrs. Jayasree Anumolu who retires by rotation and being eligible for reappointment be and is hereby appointed as a Director of the Company."
4. APPOINTMENT OF AUDITORS
To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT the Auditors of the Company, Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants, Chennai (ICAI Registration Number of the firm is 101049W/E300004) who were appointed as Statutory Auditors to hold office for a period of five years till the conclusion of the 85th Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses be and is hereby ratified".
AS SPECIAL BUSINESS ORDINARY RESOLUTION
5. TO ACCEPT / RENEW UNSECURED DEPOSITS FROM
SHAREHOLDERS:To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
"RESOLVED THAT pursuant to section 73(2) read with Chapter V of the Companies (Acceptance of Deposits) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013, the Company be and is hereby authorized to accept / renew unsecured deposits from shareholders not exceeding 25% of the aggregate of the paid up capital and free reserves of the Company as per the latest audited accounts as of 31/03/2018 amounting to Rs.1026.13 lakhs including deposits outstanding as on the date of the issue of the Circular"
"RESOLVED FURTHER THAT Mr.K.Murali, Company Secretary be and is hereby authorized to sign and file the necessary forms / documents with all statutory authorities to give effect to the above resolution"
- APPOINTMENT OF DIRECTORTo consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act 2013 and rules made thereunder, Mrs. Vijayalakshmi Ravindranath appointed as an Additional Independent Director by the Board of Directors on 20th October 2017 to hold office for five consecutive years upto 19th October 2022 be and is hereby approved."
By Order of the Board
K MuraliCompany Secretary
Hyderabad 6th August 2018
NOTES
- The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect of the Special Business set out Item no.5 and 6 annexed here to.
- A member entitled to attend and vote at the Meeting is entitled 2 to appoint a Proxy or Proxies to attend and vote instead of himself and such Proxy or Proxies need not be a member or members of the Company. The Proxy form, duly signed, must be deposited at the Registered Office of the Company not less than 48 hours before the time of holding the meeting. Members who have exercised their vote through e-voting cannot vote at the meeting.
- 3 A Proxy form shall be in Form No.MGT11 of the Companies Act, 2013
- 4 Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf.
- 5 The Register of Members and Share Transfer Books of the Company will remain closed from 22nd September 2018 to 29th September 2018 (both days inclusive).
- 6 Members are requested to intimate change, if any, in their address immediately.
- $\overline{7}$ Section 124 (5) of the Companies Act, 2013 mandates that Companies should transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education Protection Fund (IEPF).
Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per section 124 of the Act and the applicable rules.
The dividend for the years mentioned below, if unclaimed with in a period of seven years, will be transferred to IEPF in accordance with the following schedule.
| S No | Financial | Date ofDeclarationOf Dividend | %of Dividend | Date ofTransfer tounpaidDividend Account | Date of TransferTo CentralGovernment to InvestorEducation andProtection Fund |
|---|---|---|---|---|---|
| 2011-2012 29/09/2012 | 10% | 10/10/2012 | 08/11/2019 | ||
| $\overline{2}$ | 2012-2013 13/08/2013 | 10% | 16/08/2013 | 14/09/2020 | |
| 3 | 2013-2014 13/08/2014 | 10% | 19/08/2014 | 17/09/2021 | |
| 4 | 2014-2015 13/08/2015 | 10% | 21/08/2015 | 20/08/2022 | |
| 5 | 2015-2016 23/03/2016 | 12% | 28/03/2016 | 26/03/2023 | |
| 6 | 2016-2017 13/03/2017 | 15% | 28/03/2017 | 26/03/2024 | |
| $\tau$ | 2017-2018 17/03/2018 | 12% | 31/03/2018 | 30/03/2025 |
Members are informed that once the unpaid unclaimed dividend or the shares are transferred to IEPF, the same may be claimed by the Members from the IEPF Authority by making an application in prescribed Form IEPF-5 online and sending the physical copy of the same duly signed (as per the specimen signature recorded with the Company) along with requisite documents to the Registered Office of the Company for verification of the claim CERTIFIED THEFT
FOR BEARDSELL LIMITED. NURALI Company Secretary
-
- Details of Directors seeking Re-appointment at the for Listing Agreement thcoming Annual General Meeting pursuant to clause 49 of
-
- Members are requested to bring their copy of the Annual Report with them to the Annual General Meeting
| А | Name | Mrs.Jayasree Anumolu |
|---|---|---|
| в | Brief Resume | |
| Age | 64 years | |
| Qualification | Graduate | |
| iii Experience in Specific Functional Area | 22 Years | |
| iv Date of Appointment on the Board of the Company ( Beardsell Limited) | 31/05/2015 | |
| C Nature of Expertise in Specific Functional Area | General Management | |
| D | Name(s) of other Companies in which Directorships held (as per section 165 of theCompanies Act, 2013) | Gunnam Subbarao Insulation (Pvt).Ltd., |
| E Name(s) of Companies in which Committee Membership(s)/ Chairman ship (s) held | NIL | |
| F. | No. of Shares of Rs.2/- each held by the - Director | 9091614 |
| - her Relatives | 7633136 | |
| $- Total$ | ||
| G | Relationship between Directors inter se(As per Section 2 (77) of the Companies Act, 2013) | Mr. Bharat Anumolu,Managing Director,Mr Amrith Anumolu,Jt Managing Director |
EXPLANATORY STATEMENT: Pursuant to Section 102 (1) of the Companies Act, 2013
ITEM NO.(5)
The special business relates to seeking members' approval for acceptance / renewal of unsecured deposits from shareholders. The Board of Directors, on 6th August 2018 has approved the acceptance / renewal of unsecured deposits from shareholders subject to your approval. The Circular in Form DPT-1 inviting / accepting unsecured deposits from shareholders along with the rating assigned for our Fixed Deposit Programme by CRISIL Limited is annexed.
None of the Directors of the Company is interested or concerned in the above resolution. The purpose for accepting / renewing unsecured deposits from Members is to fund the Company's projects and also to augment the working capital needs of the Company
ITEM NO.(6)
The special business relates to seeking members' approval for regularization of appointment of Mrs Vijayalakshmi Ravindranath appointed by the Board of Directors as Additional Independent Director for a consecutive period of five years from 20th October 2017 to 19th October 2022. An amount of Rs.1 lac has been received from a member in connection with her appointment and will be refunded once the members approve the appointment.
Dr. Vijayalakshmi Ravindranath, Ph.D. is a Professor and Chairman of the newly created Centre for Neuroscience at Indian Institute of Science. Dr. Ravindranath joined the National Institute of Mental Health and Neurosciences, (NIMHANS) Bangalore in 1986. She served as Director at NBRC from 1999 to April 2009. She established the National Brain Research Centre (NBRC).In a short span of 3 years, she established a state-of-art institute in a remote location and initiated a unified approach to understanding the human brain, integrating mathematical and computational science. She networked 45 institutions around the country with NBRC with a goal to share resources and promote neuroscience research. She serves as Member of Advisory Board at Jeevan Scientific Technology Limited. She is an elected Fellow of all the 3 science academies in the country, namely Indian National Science Academy, Indian Academy of Sciences, National Academy of Sciences, India. She is also a Fellow of the National Academy of Medical Sciences, India, Indian Academy of Neurosciences and Third World Academy of Sciences.
She is a recipient of the prestigious S.S. Bhatnagar award (1996), Omprakash Bhasin Award (2001) and the J.C. Bose Fellowship (2006) and the fourth highest civilian award in India, Padma Shri $(2010)$
In 1986, she completed her Post-Doctoral training at the NCI, NIH, USA. Dr. Ravindranath obtained her Ph.D. from the University of Mysore in 1981.
No other director except Mrs Vijayalakshmi Ravindranath is interested in this resolution.


Annexure
FORM DPT-1
CIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS{Pursuant to section 73(2)(a) and section 76 and rule 4(1) and 4(2)of the Companies (Acceptance of Deposits) Rules, 2014}
| 1. | ||||
|---|---|---|---|---|
| a. Name, address, website and other contactsof the Company | BEARDSELL LIMITED47, Greams Road Chennai 600006.email: [email protected] web: www.beardsell.co.in | |||
| b. DETAIL OF INCORPORATION | 23rd November, 1936 | |||
| c. | Business carried on by the company and its subsidiaries withthe details of branches or units, if any; | The company is in the business of Manufacturing, Selling andContracting activities in Expanded Polystyrene, Insulation andpackaging material, Prefab Panels &Solar Shield, Quikbuild construction panels,Electric Motors, Exports and Technical Consultancy Services. | ||
| Subsidiary Company: | Sarovar Insulation (P) Ltd.,(Manufacture & Trading of EPS Proudes) | |||
| Manufacturing units | Chennai, Thane, Karad and Hyderabad | |||
| Branchesd. Brief particulars of the management of the company; | Ahmedabad, Bangalore, Chennai, Coimbatore, Hyderabad, Kochi,Mumbai, New Delhi and VizagCompany is Managed by Managing Director and Jt Managing Director | |||
| under direction, control and supervision of the Board of Directors ofthe Company | ||||
| e | Names, addresses, DIN and occupation of the DIRECTORS | |||
| Name and Address | Designation | Occupation | Din Number | |
| Mr Bharat AnumoluPlot No.12, Park View enclaveRoad No.2, Banjara Hills, Hyderabad - 500 034 | Managing Director | Industrialist | 02660220 | |
| MrAmrithAnumoluPlot No.12, Park View Enclave,Road No.2, Banjara Hills, Hyderabad - 500 034 | Jt Managing Director | Industrialist | 03044661 | |
| MrsJayasreeAnumoluPlot No.12, Park View enclaveRoad No.2, Banjara Hills,Hyderabad - 500 034 | Director | Industrialist | 00845666 | |
| Mr R GowriShanker4/241 M G R Salai, PalavakkamChennai - 600 041 | Director | Industrialist | 00104597 | |
| Mr V J Singh1/4, Teppakula Street, Subramaniapuram,Palyam KottaiThirunelveli - 627 002 | Director | Retired From LIC | 03129164 | |
| Mrs. Vijayalakshmi Ravindranath301 Vaishnavi Springs49/5 Ranga RoadShankarapuram, Near Ramakrishna Ashrama,Bengaluru BasavanagudiKarnataka - 560004 | Director | Professor | 07956194 |

| f. Management's perception of risk factors; | Fluctuating raw material prices can have negative impacton operations. Major raw materials are:(a) Expanded Polystyrene (a petroleum derivative): Increase inpetroleum prices impacts this raw material price.(b) Steel: The upward trend in the global steel market haspushed up the price of steel, a major Component inIsobuild Prefab Panels. |
|---|---|
| g. Details of default, including the amount involved, duration ofdefault and present status, in repayment of -i) Statutory Dues | ×. |
| ii) debentures and interest thereon; | |
| iii) Ioan from any bank or financial institution and interestthereon: |
| 2. | ||||||
|---|---|---|---|---|---|---|
| $\alpha$ | Date of passing board resolution; | 6th August, 2018 | ||||
| b. | Date of passing of resolution in the general meetingauthorizing the invitation of such deposits; | 29th September, 2018 | ||||
| c. | Type of deposits, i.e., whether secured or unsecured: | Unsecured Deposits | ||||
| (Rs. In Lakhs) | ||||||
| Public | Share Holders | |||||
| d. Amount which the company can raise by way of depositsas per the Act and the rules made there under; | NIL | 1026.13 | ||||
| Aggregate of deposits actually held on the last dayimmediately preceding financial year | 0.54 | 400.98 | ||||
| Aggregate of deposits actually held on the date of issueof Circular or advertisement (as on 31/03/2018) | 0.54 | 400.98 | ||||
| Amount of deposits proposed to be raised | ٠ | 500.00 | ||||
| Amount of Deposits repayable in Next Twelve months | 0.54 | 193.94 | ||||
| e. | Terms of raising of Deposits | |||||
| RATE OF INTEREST | PERIOD$\overline{N}$YEARS | MonthlyInterestScheme. | QuarterlyInterestScheme. | Cumulative InterestScheme, MinimumDeposit Rs.5000/- | ||
| MinimumDepositRs.10000/- | MinimumDepositRs.5000/- | MaturityValue | Yieldin % | |||
| 1 | 9.75% | 9.83% | Rs.5509/- 10.20% | |||
| $\overline{2}$ | 10.25 % | 10.34% | Rs.6132/-11.32% | |||
| 3 | 10.50% | 10.59% | Rs.6842/- 12.28 % | |||
| Mode of payment and repayment | Account Payee Cheque ( or) Demand Draft | |||||
| If. | Proposed time schedule mentioning the date of opening ofthe Scheme and time period for which the circular oradvertisement is valid | |||||
| Date of opening of the scheme | 30th September, 2018 | |||||
| Validity of the circular or advertisement | 2018-2019 | Date of next AGM or 6 Months from the Close of Financial Year |


| g. | Reasons or objects of raising the deposits; | The Purpose of Unsecured Loans from Members is to fundthe Development of ongoing projects andAugment long term working capital needs of theCompany. | ||
|---|---|---|---|---|
| h. | Credit rating Obtained; | |||
| Name of the Credit Rating Agencies | CRISIL LIMITED | |||
| Meaning of the rating obtained | "FB+/STABLE" | |||
| Date on which rating was obtained | 27th March, 2017 (Extended and Live) | |||
| i. | Extent of deposit insurance | |||
| Terms of the insurance coverage | Not Applicable - Beardsell Limited Undertakes to Provide | |||
| Duration of coverage | necessary Insurance Coverage once the Product is | |||
| Extent of coverage | available in the Market | |||
| Procedure for claim in case of default etc. | ||||
| Î. | for securing such deposits, if any; | Short particulars of the charge created or to be created | NOT APPLICABLE - As the deposits are unsecured | |
| k. | promoters or key managerial personnel in suchdeposits and the effect of such interest in so far it isdifferent from the interest of other persons. | Any financial or other material interest of the directors, | None of the Directors, Key Managerial Personnel and theirrelatives are concerned or interested | |
| 3 | DETAILS OF ANY OUTSTATDING DEPOSITS | |||
| a. Amount Outstanding (as on 31/03/2018) | Rs. 4,01,52,000/- | |||
| b. Date of Acceptance; | At Different Dates | |||
| c. Total Amount Accepted; | Rs.2.09,17,000/- | |||
| d. Rate of Interest | AT DIFFERENT RATES | |||
| e. Total of Number of Depositors; | 118 NOS | |||
| f. Default, if any, in repayment of deposits andpayment ofinterest thereon, if any, including number of | NOT APPLICABLE | |||
| g. Any waiver by depositors, of interest accrued ondeposit; | NOT APPLICABLE | |||
| 4 | FINANCIAL POSITION OF THE COMPANY | |||
| preceding the date of issue of circular or advertisement | A. Profits of the company, before and after making provision for tax, for the three financial years immediately(Rs in Lakhs) | |||
| FOR THE YEAR ENDED | PROFIT /(LOSS) BEFORE TAX | PROFIT / (LOSS) AFTER TAX | ||
| 31.03.2016 | 513.35 | 328.53 | ||
| 31.03.2017 | 1111.90 | 691.20 | ||
| 31.03.2018 | 40.25 | 64.66 | ||
| B. Dividends Declared by the Company in Respect of the Said Three Financial Years : Interest Coverage Ratio for LastThree Years ( Cash Profit After Tax Plus Interest Paid or Interest Paid ) | ||||
| FOR THE YEAR ENDED | DIVIDEND DECLARED (EQUITY) RS.IN LAKHS | DIVIDEND DECLARED (EQUITY)(%) | INTERESTCOVERAGE RATIO | |
| 31.03.2016 | 56.20 | 12% | 1.99 | |
| 31.03.2017(INTERIM DIVIDEND) | 70.25 | 15% | 3.43 | |
| 31.03.2018(INTERIM DIVIDEND) | 67.44 | 12% | (0.53) |

Annexure
| the date of issue of circular or advertisement | C. A summary of the financial position of the company as in the three audited balance sheets immediately preceding(Rs. In Lakhs) | |||
|---|---|---|---|---|
| PARTICULARS | 31.03.2018 | 31.03.2017 | 31.03.2016 | |
| A. EQUITY AND LIABILITIES | ||||
| Share Holders' Fund | 4110.06 | 4089.27 | 3514.21 | |
| Non Current Liabilities | 1572.20 | 1780.07 | 1915.49 | |
| Current Liabilities | 5395.71 | 4839.70 | 4768.14 | |
| TOTAL EQUITY AND LIABILITES | 11077.97 | 10709.04 | 10197.84 | |
| B. ASSETS | ||||
| Non - Current Assets | 4064.85 | 4374.63 | 4575.88 | |
| Current Assets | 7013.12 | 6334.41 | 5621.96 | |
| TOTAL ASSETS | 11077.97 | 10709.04 | 10197.84 | |
| D. Audited Cash Flow Statement for the three years immediately preceding the date of issue of circular or advertisement; | ||||
| PARTICULARS | 31.03.2018 | 31.03.2017 | 31.03.2016 | |
| Cash Flow From Operating Activities | (429.03) | 522.02 | 1113.86 | |
| Cash Flow From Investing Activities | 264.66 | 19.79 | (289.45) | |
| Cash Flow From Financing Activities | 151.20 | (566.08) | (878.92) | |
| Net Increase / (Decrease) in Cash and Cash Equivalents | 13.17 | (24.27) | (49.51) | |
| E. Any change in accounting policies during the last three years and their | ||||
| effects on the profits and the reserves of the company; | There is no change in Accounting Policies inthe last three preceding financial years | |||
| 5. | A DECLARATION BY THE DIRECTORS THAT - | |||
| b) the board of directors have satisfied themselves fully with respect to the affairs and prospects of the company and that theyare of the opinion that having regard to the estimated future financial position of the company, the company will be able to | ||||
| meet its liabilities as and when they become due and that the company will not become insolvent within a period of oneyear from the date of issue of the circular or advertisement: | ||||
| c) the company has complied with the provisions of the Act and the rules made there under; | ||||
| d) the compliance with the Act and the rules does not imply that repayments of deposits is guaranteed by the CentralGovernment; | ||||
| e) the deposits accepted by the company before the commencement of the Act will be repaid along with interest on therespective due dates and until they are repaid, they shall be treated as unsecured &ranking paripassu with other unsecuredliabilities. | ||||
| f) In case of any adverse change in credit rating, depositors will be given a chance to withdraw deposits without any penalty. | ||||
| g) the deposits shall be used only for the purposes indicated in the circular or circular in the form of advertisement; | ||||
| h) the deposits accepted by the company (other than the secured deposits, if any, aggregate amount of which to be indicated)are unsecured and rank paripassu with other unsecured liabilities of the company |
$\hat{z}$
This Advertisement is issued on the Authority and in the name of Board of Directors of the Company
(BY ORDER OF THE BOARD)
Place : Hyderabad Date: 6th August 2018
CERTIFIED TRIE CAPY
FOR BEARDSELL LIMITED, K. MURALI Company Secretary
BEARDSELL LIMITED
CIN NO: L65991TN1936PLC00142B
Rules for Voting through Electronic means
Pursuant to the provisions of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the Eighty First Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL)
- The instructions for members for voting electronically are as under:
- In case of members receiving e-mail:
- (i) Log on to the e-voting website www.evotingindia.co.in
- (ii) Click on "Shareholders"tab to cast your votes
- (iii) Now, select the Electronic Voting Sequence Number "EVSN" along with "BEARDSELL LIMITED" from the drop down menu and click on "SUBMIT"
- (iv) if you are holding shares in Demat form and have already voted earlier on www.evotingindia.co.in for a voting of any Company, then your existing
- login id and password are to be used. (v) If you are a first time user follow the steps given below.
Now, fill up the following details in the appropriate boxes
| For Members holdingshares in Demat Form | For Members holdingshares in Physical Form | |
|---|---|---|
| USER ID | For NSDL: 8 Character DP IDfollowed by 8 Digit Client ID | Folio Number registered withthe Company. |
| For CDSL: 16 Digits beneficiary ID | ||
| PAN * | Enter your 10 digit alpha-numeric * PAN issued by Income TaxDepartment when prompted by the system while e-voting(applicable for both Demat Shareholders as well as physicalShareholders)*Members who have not updated their PAN with the Company/Deposi-tory participant are requested to use the first two letters of their nameand 8 digits of the sequence number in the PAN field. In case thesequence number is less than 8 digits enter the applicable number ofO's before the number after the first two characters of the name incapital letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field. | |
| DOB# | Enter the date of birth as recorded in your Demat Account or inthe Company records for the said Demat Account or folio in DD/MM/YYYY format. | |
| DividendBANK | Enter the Dividend Bank Details as recorded in your Demat Account or inthe company records for the said Demat Account or folio. | |
| DETAILS # | # Please enter DOB or Bank Details in order to login. If the details are not recorded with thedepository or company please enter the member ID / Folio No. in the Dividend Bank details field |
(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) Members holding shares in physical form will then reach directly the EVSN 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. The new password has to be minimum eight Characters consisting of at least one upper case (A-Z), one lower case(a-z), one Numeric value (0-9) and a special character(@#$%&*). 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. Kindly note that this changed password is to be also used by the demat holders for voting for resolutions for the Company or any other Company on which they are eligible to vote, provided that the Company opts for e-voting through CDSL platform.
(viii) Click on the relevant EVSN on which you choose to vote.
(ix) 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.
- (x) Click on the "Resolutions File Link" if you wish to view the entire Resolutions
- (xi) After selecting the resolution you have decided to vote on, clickon "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.
- (xii) 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
- (xiii) 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 theRegistration 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.
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
In case of members receiving the physical copy of Notice of AGM (for members whose e-mail IDs are not registered with the company/depository participant(s) or requesting physical copy) a) Please follow all steps from SL No. (ii) to Sl. No. (xii) above, to cast vote.
| $Evsn**$ | User ID | Password |
|---|---|---|
| 180829046 | XXXXXXXXXXXXXXX | XXXXXXXXXXXXXXXXX |
(Folio No/DP Client ID) Existing Password orPan No with Bank A/c.No or DOB)
**(Electronic Voting Sequence Number)
b) Please follow all steps from SI. No. (ii) to SI. No.
(xii) above, to cast vote.
General
- a) The voting period begins on 22nd September 2018 (9.00 AM) and ends on 28th September, 2018 (5.00 PM) During this period shareholders of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 21st September, 2018, may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
- b) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date is 21st September, $2018$
- c) Mrs. Lakshmmi Subramanian, Practising Company Secretary, Chennai has been appointed as Scrutinizer to scrutinize the e- voting process in a fair and transparent manner
- d) The scrutinizer shall within a period of not exceeding three working days from the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in employment of the Company and make a scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company
- e) The results of the e-voting along with the scrutinizer's report shall be placed in the Company's website www.beardsell.co.in and on the website of CDSL within two days of passing of the resolution at the AGM of the Company. The results will also be communicated to the stock exchanges where the shares of the Company are. listed In case you have any queries or issues regarding 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 [email protected]

Annexure
| BEARDSELL LIMITEDCIN.NO.L65991TN1936PLC001428 | ||
|---|---|---|
| Regd Office : 47 Greames Road, Chennai - 600006 | ||
| Phone 44-28293296, website www.beardsell.co.in | ||
| Registered Folio No. __________________________________I Certify that I am a Registered Share holder / proxy for the registered Share holder of the Company. I hereby record | ||
| Members Name | my presence at the 81st Annual General Meeting of the Company at MINI HALL, Satguru Gnanananda Hall,Naradaganasabha, 314 T.T.K Road, Chennai 600 018 on Saturday 29th September, 2018 at 10.00 A.M.; | |
| Members/ Proxy Signature : ___________________________________ | ||
| Proxy Name | ,* | |
| ELECTRONIC VOTING PARTICULARS | ||
| Evsn ** | User Id | Password |
| 180829046 | XXXXXXXXXXXXXXXXXXX | XXXXXXXX |
| ** Electronic Sequence Number | Folio No/ Client Id | (Existing Password or Pan No with Bank A/c No. or DOB) |
| Regd Office : 47 Greames Road, Chennai - 600006Phone 44-28293296, website www.beardsell.co.inPROXY FORM | CIN.NO.L65991TN1936PLC001428 | |
| (Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies (Management and Administration) Rules, 2014)Name of the Member (s) : ___________________________________ | ||
| Registered Address : __________________________________ | ||
| Email -Id:____________________________________ | DP IDshares of the above named Company, hereby appoint | |
| 1.Name | ||
| Address | 2.NameAddress | 3.NameAddress |
| Email Id | Email Id | Email Id |
| SignatureOr Failing him | Signature ________________Or Failing him | Signature ______________Or Failing him |
| I/We, being the member(s) holdingSigned thisday of | as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 81st Annual General Meeting of the Company at the"Mini Hall" Safguru Gnananada Hall, Naradagana Sabha, 314, T.T.K Road, Chennai 600 018, on Saturday the 29th September, 2018 at 10.00a.m. and at any adjournment thereof in respect of such resolutions as are indicated overleaf:Note: This form duly filled up, stamped and signed by the appointer or his attorney duly authorized in writing or if the appointer is a BodyCorpo-rate, under the sealor signed by an attorney duly authorized by it shall be deposited at the Registered Office of the Company along with thepower of Attorney, if any under which the Proxy Form is signed, not less than 48 hours before the time for holding the meeting | Affix$Re. 1/-$RevenuestampSignature ofSignature of the ProxyThe Share holder |
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