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Century Extrusions Ltd. — AGM Information 2021
Sep 3, 2021
60885_rns_2021-09-03_9552468b-8135-430c-8950-853c7bbc324b.pdf
AGM Information
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03"! September, 2021
| To, | To, |
|---|---|
| Vhe General Manager, | The Listing Department, |
| Departnent of Corporate Services, | National Stock Exchange of India |
| BombayStock Exchanpe Limited, | Limited, |
| Ist Floor, New Trading Ring, | Exchange Plaza, |
| Rotunda Bide, P.J. Tower, | Bandra Kurla Complex, |
| Dalal Street, | Bandra (EK), |
| Mumbai — 400001 | Mumbai — 400051 |
| BSE Stock Code: 500083 | CENTEXTEQNSE Stock Code: |
Dear Sir/Madam,
Sub:- Notice of the 33" Annual General Meeting of the Company for the financial year 2020 — 2021
Pursuant to Regulations 30 read with Para A, Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Please find enclosed herewith the Notice of the 33' AGM of Century Extrusions Limited scheduled to be held on Monday, the 27 day of September, 2021 at 11:00 A.M. Indian Standard Time ("IST"), through VC /OAVM facility.
The said Notice forms part of the 33rd Annual Accounts of the Company for the Financial Year 2020-21.
The Notice of the 33rd AGM and the Annual Report are also being uploaded on the website of the Company at www.centuryextrsions.com.
Y ou are requested to take the afore-mentioned information on record and oblige.
Yours faithfully,
TA For Century Extrusions (Company Sccretary & Compliance officer)
Encl: Notice of the 33rd Annual General Meeting of the Company for the financial year 2020 — 2021.
Century Extrusions Limited
E.Mail : [email protected] ISO 9001=1SO 14001 Fax : +91 (03222) 233 304 Website : www.centuryextrusions.com

Se %» WBIIDC Industrial Growth Centre Kolkata -700 016 (W.B.), India z SS a P.O. : Rakhajungle, Kharagpur - 721 301 Ph. + 91 (033) 2229 1012/1291 4 ONV-GL 7 Dist. : Paschim Medinipur, West Bengal, India Fax : +91 (033) 2249 5656 KK JD Ph. — : +91 (03222) 233 310/324 OHSAS 18001 E.mail : [email protected]
CENTURY EXTRUSIONS LIMITED
(CIN: L27203WB1988PLC043705) Regd. Office: 113, Park Street,N Block, 2" Floor, Kolkata - 700016 Phone: +91 33 2229 1012/1291, Fax: +91 33 2249 5656 Email: [email protected] + Website: www.centuryextrusions.com
NOTICE
Notice is hereby given that the 33" (Thirty Third) Annual General Meeting of the Members of Century Extrusions Limited will be held on Monday, the 27th day of September, 2021 at 11:00 A.M. Indian Standard Time ("IST"), through Video Conferencing/ Other Audio Visual Means ("VC/OAVM") facility to transact the following business:
ORDINARY BUSINESS
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- To receive, consider and adopt the Profit & Loss Account for the year ended 31% March 2021, the Balance Sheet as on that date and the Reports of the Directors and Statutory Auditors thereon.
- Appointment of Shri Rajib Mazumdar (holding DIN 08508043) as a Director, who liable to retires by rotation and being eligible, has offered himself for re-appointment.
To consider and if thought fit, to pass, the following as an ORDINARY RESOLUTION:
"RESOLVED THAT pursuant to provision of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of the Members of the Company, be and is hereby accorded to the re-appointment of Shri Rajib Mazumdar (holding DIN 08508043) as a "Director" , who liable to retire by rotation."
SPECIAL BUSINESS
- Ratification of remuneration of M/s. N. Radhakrishnan & Co., Cost Accountants appointed as the "Cost Auditors" for the Financial Year 2021-22.
To consider and if thought fit, to pass with or without modifications, the following resolutions as an ORDINARY RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable provisions, if any, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Members of the Company be and is hereby accorded to the ratification of the remuneration of M/s. N. Radhakrishnan & Co,, Cost Accountants, (Firm Registration No 000056), having office at 11A, Dover Lane, Flat B 1/34, Kolkata 700029, appointed as the Cost Auditors by the Board of Directors of the Company ('the Board") for the financial year ending 31st March, 2022 to conduct cost audits relating to cost records of the Company and that the Cost Auditors be paid a remuneration of Rs.,25,000/- (Rupees Twenty Five Thousand only) plus applicable taxes be and is hereby approved and ratified.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to above resolution."
By order of the Board of Directors For Century Extrusions Limited
Rohit Kumar Place: Kolkata Company Secretary Dated: 30.06.2021 ACS: 37781
NOTES:
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- An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, ("the Act") setting out material facts relating to Special Business to be transacted at the Annual General Meeting is annexed hereto. The Board of Directors of the Company at its Meeting held on 30th June, 2021 considered that the special business under Item No. 3, being considered unavoidable, be transacted at the 33rd AGM of the Company.
- General instruction for accessing and participating in the 33rd AGM through Video Conferencing (VC)/ Other Audio Visual Means (OVAM) facility.
In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and the continuing restriction on movement of persons at several places in the country and pursuant to the General Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (MCA Circulars") and Circular No. SEBI/HO/CFD/ CMD1/ CIR/P/ 2020/79 dated 12th May 2020 as amended by Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the SEBI Listing Regulations'), by virtue of which relaxations have been given to the companies, whose AGMs were due to be held in the year 2020 or would become due in the year 2021, to conduct their AGMs on or before 31st December, 2021,through VC/OAVM, the 33rd AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of Members at acommon venue. The deemed venue for the 33rd AGM shall be the Registered Office of the Company which is situated at 113, Park Street, 'N' Block, 2nd Floor, Kolkata-700016, Hence, Members can attend and participate in the AGM through VC/OAVM only. The detailed procedure for participating in the Meeting through VC/OAVM is annexed herewith (Refer Serial No. 26).
- The helpline number regarding any query/assistance for participation in the AGM through VC/OAVM is -1800-225-5533.
- Since, the AGM is being conducted through VC/ OAVM, there is no provision for appointment of proxies. Accordingly, appointment of proxies by the members will not be available.
- The Shareholders can join the AGM through VC/ OAVM mode atleast 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 shareholders on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
- The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members / depositories as at closing hours of business, on 27 August, 2021.
- The attendance of the Shareholders attending the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
- Members can raise questions during the meeting or in advance at [email protected]. The members are requested to write to the Company atleast 3 days before the AGM through E-mail to [email protected] for proper response in the AGM. However, it is requested to raise the queries precisely and in short at the time of meeting to enable to answer the same.
- Pursuant to Section 113 of the Companies Act, 2013 the corporate members are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Annual General Meeting, to the Company/RTA at [email protected]/ [email protected] before e-voting/attending Annual General Meeting,
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- In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
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- 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. IPhone 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.
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- The profile of the Directors seeking appointment/reappointment, as required in terms of applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Notice.
- In view of the COVID-19 pandemic, resultant difficulties involved in dispatching of physical copies of the Annual Report and in line with the said Circulars issued by the MCA and said SEBI Circular, the Annual Report including Notice of the 33rd AGM of the Company inter alia indicating the process and manner of e-voting is being sent only by E-mail, to all the Shareholders whose E-mail IDs are registered with the Company/ Depository Participant(s) for communication purposes to the Shareholders and to all other persons so entitled.
Members (Physical/ Demat) who have not registered their e-mail addresses with the company can get the same registered with the company by requesting in member updation form by sending an email to [email protected] and secretary@centuryextrusions. com. Please submit duly filled and signed member updation form to the abovementioned email(s). Upon verification of the Form the email will be registered with the Company.
Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and said SEBI Circular, the Annual Report including Notice of the 33rd AGM of the Company is also available on the website of the Company at www.centuryextrusions.com The same can also be accessed from the websites of the Stock Exchanges ie. National Stock Exchange of India Limited at www.nseindia.com, BSE Ltd.at www.bseindia.com and on the website of CDSL ie. www. evotingindia.com.
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- In terms of the provisions of Section 108 of the Companies Act 2013, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 (as amended from time to time) and Regulation 44 of the SEBI Listing Regulations and the aforesaid Circulars, the Company is pleased to provide the facility of "e-voting" to its Shareholders, to enable them to cast their votes on the resolutions proposed to be passed at the AGM, by electronic means. The instructions for e-voting are given herein below. The Company has engaged the services of Central Depository Services (India) Limited ("CDSU'), who will provide the e-voting facility of casting votes to a Shareholder using remote e-voting system (e-voting from a place other than venue of the AGM) ("remote e-voting') as well as e-voting during the proceeding of the AGM ('e-voting at the AGM').
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- The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 21 September, 2021 to Monday, 27 September, 2021, both days inclusive for the purpose of the Annual General Meeting.
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- In accordance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Monday, 20 September, 2021 as the "cut-off date"to determine the eligibility to vote by remote e-voting or e-voting at the AGM. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, ie. Monday, 20 September, 2021, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. The Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given at Serial no. 25. Members whose email ids are not registered with the depositories for procuring user id and password and registration of email-ids for e-voting for the resolutions are requested to refer the instructions provided at serial no. 25.
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- Those Shareholders, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.
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- The Company has appointed Mrs. Ekta Chhaparia (FCA Membership No. 301367), partner of EChhaparia & Associates, Practicing Chartered Accountants, as the Scrutinizer to scrutinize the remote e-voting and the e-voting at the AGM in a fair and transparent manner, whose e-mail address is [email protected]
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19, Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote through e-mail, at [email protected] with a copy mark to [email protected] on or before 26 September, 2021 till 5.00 PM. without which the vote shall not be treated as valid.
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- Shareholders holding shares in identical order of names in more than one folio, are requested to write to the Company or to the office of the Registrar & Share Transfer Agent, M/s C. B. Management Services Pvt. Ltd, P-22, Bondel Road, Kolkata-700019, enclosing their share certificate to enable the Company to consolidate their holdings in one single folio.
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21, Members holding shares in physical form are requested to notify immediately any change in their address/mandate/ bank details to the Company or to the office of the Registrar & Share Transfer Agent, M/s C. B. Management Services Pvt. Ltd, quoting their folio number. The Members updation form forms a part of the Annual Report and is available on the website of the Company.
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- Pursuant to the provisions of the Companies Act, 2013, dividend for the year ended 31 March, 2021 and thereafter, which remains unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government.
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- Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules,2016 ('The Rules") notified by the Ministry of Corporate Affairs, effective from 7 September, 2016, all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more would be transferred to the Investor Education and Protection Fund (IEPF) Suspense Account. The Company has no such shares on which dividend has not been claimed or paid for a consecutive period of seven years.
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24, The Register of Directors'and Key Managerial Personnel and their shareholding maintained as per Section 189 of the Companies Act, 2013 and all other documents referred to in the notice will be available for inspection in electronic mode.
Members can inspect the same by sending an e-mail to [email protected].
- 25, Subject to casting of requisite number of votes in favour of the resolution(s), the resolution(s) shall be deemed to be passed on the date of Annual General Meeting of the Company.
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- THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
- The voting period begins on 24 September, 2021 at 9:00 A.M. (IST) and ends on 26 September, 2021 at 5:00 PM. (IST) 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) i.e. 20 September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting, thereafter.
- (ii) Shareholders who have already voted prior to the meeting date would not be entitled for e-voting at the Annual General Meeting.
- (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
| Type of | Login Method |
|---|---|
| shareholders | |
| IndividualShareholderswith CDSL | Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password.Option will be made available to reach e-Voting page without any further authentication. The URL forholding securities users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.in Demat mode _ camand click on Login icon and select New System Myeasi. |
| After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companieswhere the evoting is in progress as per the information provided by company. On clicking the evotingoption, the user will be able to see e-Voting page of the e-Voting service provider for casting your voteduring the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally,there is also links provided to access the system of all e-Voting Service Providers ie. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration |
| CENTURY EXTRUSIONS LIMITED | ||||
|---|---|---|---|---|
| (contp.) | ||||
| Type of | Login Method | |||
| shareholders | Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PANNo. from a e-Voting link available on www.cdslindia;com home page. The system will authenticate the | |||
| user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successfulauthentication, user will be able to see the e-Voting option where the evoting is in progress and also ableto directly access the system of all e-Voting Service Providers. | ||||
| IndividualShareholders | If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open webbrowser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a | |||
| holdingsecurities in | mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login"which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and | |||
| demat modewith NSDL | Password. After successful authentication, you will be able to see e-Voting services. Click on "Access toe-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or | |||
| e-Voting service provider name and you will be re-directed to e-Voting service provider website for castingyour vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | ||||
| If the user is notnsdlcom.IdeasDirectReqjsp | registered for IDeAS e-Services, option to register is available at https://eservices.at https://eservices.nsdl.com/SecureWeb/Select "Register Online for IDeAS "Portal or click | |||
| Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. | ||||
| nsdl.corm/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system islaunched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with | ||||
| NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, youwill be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or | ||||
| e-Voting service provider name and you will be redirected to e-Voting service provider website for castingyour vote during the remote e-Voting period or joining virtual meeting & voting during the meeting | ||||
| IndividualShareholders | registered with NSDL/CDSL for e-Voting facility. | You can also login using the login credentials of your demat account through your Depository ParticipantAfter Successful login, you will be able to see e-Voting | ||
| (holdingsecurities in | option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting | |||
| demat mode)login through | service provider name and you will be redirected to e-Voting service provider website for casting yourvote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |||
| their DepositoryParticipants | ||||
| Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password | ||||
| Depository i.e. CDSL and NSDL | option available at abovementioned website. | Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through | ||
| Login type | Helpdesk details | |||
| Demat mode with CDSL | Individual Shareholders holding securities in | Members facing any technical issue in login can contact CDSL helpdesk bysending a request at [email protected] contact at 022-23058738 and 22-23058542-43. | ||
| Demat mode with NSDL | Individual Shareholders holding securities in | Members facing any technical issue in login can contact NSDL helpdesk bysending a request at [email protected] or call at toll free no.: 1800 1020 | ||
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in | Members facing any technical issue in login can contact CDSL helpdesk by |
| Demat mode with CDSL | sending a request at [email protected] contact at 022- |
| 23058738 and 22-23058542-43. | |
| Individual Shareholders holding securities in | Members facing any technical issue in login can contact NSDL helpdesk by |
| Demat mode with NSDL | sending a request at [email protected] or call at toll free no.: 1800 1020 |
Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
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- The shareholders should log on to the e-voting website www.evotingindia.com.
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- Click on "Shareholders" module.
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- 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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Next enter the Image Verification as displayed and Click on Login.
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If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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If you are a first-time user follow the steps given below:
| Toile 3 | Statutory Reports | Financial Statements | 7 | ||||
|---|---|---|---|---|---|---|---|
| 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. | Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. | ||||||
| Next enter the Image Verification as displayed and Click on Login. | |||||||
| If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting ofany company, then your existing password is to be used. | |||||||
| If you are a first-time user follow the steps given below: | |||||||
| PAN | For Shareholders holding shares in Demat Form other than individual and Physical FormEnter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders) | ||||||
| erequested | Shareholders who have not updated their PAN with the Company/Depository Participant arenumbersequencesentusetheto | by Company/RTAor contact | Company/RTA. | ||||
| Details OR | Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demataccount or in the company records in order to login. | ||||||
| Date of Birth | ¢ — 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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(vi) After entering these details appropriately, click on "SUBMIT" tab.
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(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(ix) Click on the EVSN for the relevant on which you choose to vote
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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.
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Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
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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.
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Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
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You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
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If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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Facility for Non Individual Shareholders and Custodians —Remote Voting
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
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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.
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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.
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Ascanned 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.
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Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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- The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
- Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
- Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (Company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (Company email id). These queries will be replied to by the company suitably by email.
- Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
- Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
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- If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.
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- For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
- For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
- For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.
Other Information:
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- Those persons, who have acquired shares and have become members of the Company after the dispatch of Notice of the AGM by the Company and whose names appear in the Register of Members or Register of beneficial holders as on the cut-off date ie. Monday, 20 September, 2021 shall view the Notice of the 33rd AGM on the Company's website or on the website of CDSL. Such persons may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with CDSL for remote e-voting then he/she can cast his/her vote by using existing User ID and password and by following the procedure as mentioned above or by voting at the AGM.
- Voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Monday, 20 September, 2021. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
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- Every Client ID No./ Folio No. will have one vote, irrespective of number of joint holders.
Scrutinizer's Report and Declaration of results
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- The Scrutinizer shall, after the conclusion of e-voting at the AGM, first count the votes cast vide e-voting at the AGM and thereafter shall, unblock the votes cast through remote e-voting, in the presence of at least two witnesses not in the employment of the Company. He shall submit a Consolidated Scrutinizer's Report of the total votes cast in favour or against, not later than 48 (forty eight) hours of the conclusion of the AGM, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
- The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.centuryextrusions. com and on the website of CDSL i.e. www.evotingindia.com. The Company shall simultaneously forward the results to National Stock Exchange of India Limited (NSE) and BSE Ltd. (BSE) where the shares of the Company are listed.
- In terms of the provisions of Regulation 40 of SEBI Listing Regulations and various notifications issued in that regard, requests for effecting transfer of securities (except in case of transmission or transposition of securities) could not be processed since 1 April, 2019 unless the securities are held in the dematerialized form with the depositories. In view of the same, Shareholders are requested to take action to dematerialize the Equity Shares of the Company/ RTA, promptly.
- SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Shareholders holding shares in dematerialized form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Shareholders holding shares in physical form should submit their PAN to the Company/ RTA.
- Shareholders are requested to intimate changes, if any, pertaining to their name, postal address, Email ID, telephone / mobile numbers, PAN, mandates, nominations, power of attorney, bank details (such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc.), with necessary documentary evidence, to their Depository Participants in case the shares are held by them in dematerialized form and to the Company/ RTA in case the shares are held by them in physical form.
- Shareholders are requested to quote their Folio No. or DP ID Client ID, as the case may be, in all correspondence with the Company or the RTA.
- Since the AGM will be held through Video Conferencing or Other Audio Visual Means, route map of venue of the AGM and admission slip is not attached to this Notice.
By order of the Board of Directors For Century Extrusions Limited
Rohit Kumar Place: Kolkata Company Secretary Dated: 30.06.2021 ACS: 37781
ANNEXURE TO NOTICE
|. Explanatory Statements pursuant to Section 102 of the Companies Act, 2013
As required under section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all materials facts relating to the special business set out in Item No. 3 of the accompanying Notice Dated 30.06.2021.
Item No. 3
The Board of Directors, based on the recommendation of the Audit Committee, has approved at their Meeting held on 30th June, 2021, the appointment and remuneration of M/s. N. Radhakrishnan & Co, Cost Accountants, the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31st March, 2022 at a remuneration of Rs. 25,000/- (Rupees Twenty Five thousand only) plus applicable taxes.
In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out under Item No. 3 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2022.
None of the Directors, Key Managerial Personnel, and their relatives are concerned or interested, financially or otherwise, in the aforesaid Resolution. The Board recommends the passing of the Resolution as set out under Item No. 3 of the Notice for approval by the Members of the Company.
Il. DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SEBI LISTING REGULATIONS AND APPLICABLE SECRETARIAL STANDARDS 2 (SS - 2) BY ICSI:
(I) RE-APPOINTMENT OF SHRI RAJIB MAZUMDAR (DIN: 08508043) (ITEM NO. 2)
Shri Rajib Mazumdar has done Bachelors of Commerce in Accounts Honors from St. Xavier's College, Kolkata also Certified Associates, Indian Institute of Bankers (CAIIB Inter). Experience/Expertise in specific functional areas: Shri Rajib Mazumdar aged about 60 years and has been working as Deputy General Manager, Head of Personal Banking Business Unit, Local head office-SBI Kolkata, Deputy General Manager, BPR Department, SBI Corporate Cente, Mumbai, Worked as Regional Manager in Regional Business Office, Kharagpur-Midnapore District heading a cluster of 53 branches from October 2010-May 2012, with his rich experience/Expertise in the field of Retail Banking, Marketing and Sales, relationship Banking, Cross selling Products Marketing.
Keeping in view his vast past expertise, it will be in the interest of the Company that Shri Raji Mazumdar is re-appointed as a Non-Executive Director of the Company. The Board consider that his continued association would be of immense benefit to the Company and it is desirable to avail services of Shri Rajib Mazumdar as a Non-Executive Director. Accordingly, the Board recommends the resolution in relation to re-appointment of Shri Rajib Mazumdar as a Non-Executive Director, for approval by the shareholders of the Company. Copy of the draft letter for re-appointment of Shri Rajib Mazumdar as a Non-Executive Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 2.
Shri Rajib Mazumdar does not holds the directorship and the membership of Committees of any other listed company.
Shri Rajib Mazumdar does not hold by himself or for any other person in any manner, any shares in the Company. He is not related to any other director of the Company.
The Board recommends the Resolution in relation to his reappointment as a Director, for the approval by the Members of the Company.
Except Shri Rajib Mazumdar being the appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise, in the Resolution as set out at Item No. 2 of the Notice.
This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) of ICSI.
By order of the Board of Directors For Century Extrusions Limited
Rohit Kumar Place: Kolkata Company Secretary Dated: 30.06.2021 ACS: 37781