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Control Print (India) Ltd. — AGM Information 2019
Jul 23, 2019
61934_rns_2019-07-23_3b918dfb-4c34-4c28-ba50-59f13fdd8e9f.pdf
AGM Information
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luly23,2019
| To, | |||
|---|---|---|---|
| The Listing Compliance Departnent | I Listing Departnen! | ||
| Bombay Stock Exchange Limited | I National Stock Exchange of India | ||
| Towers,P. f. | I Limited, | ||
| Dalal Street, Fort, | I Exchange Phza, C-1, Bbck G, | ||
| Mumbai - 400 001 | Bandra Kurla Compbx, | ||
| Scrip Code - 522295 | Bandra (E), Mumbai - 400 051 | ||
| bol - CONTROLPR |
Dear Sir/Madam,
Sub: Notice of 28th Annual General Meeting of Control Print Limited
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requiremens) Reguhtion,2075, please find enclosed herewith Notice of 28th Annual General Meeting of the Company to be heH on August 2L,20t9, Wednesday at 4.30 p.m at Mirage Hotel International Airport Approach Road, Marol Naka, Andheri (East), Mumbai - 400 059.
Kindly take this information on your records.
Thankingyou For Control Print Limited
Rahul M Khethy Chief Financial 0fficer
Encl: As Above
Gontrol Print Limited, C-'l 06, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai 400059, India l. +9122 28599065 / 66938900 | f. +91 2228528272 | e. [email protected] I w. www.controlprint.com ctN. 12221 9MH1 991 P1C059800

CONTROL PRINT LIMITED
(CIN: L22219MH1991PLC059800)
Regd. Off: C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai - 400 059. Ph.No.: 022-2859 9065 / 6693 8900 Website: www.controlprint.com. Email: [email protected]
NOTICE
th Notice is hereby given that the 28 Annual General Meeting (AGM) of the Members of CONTROL PRINT LIMITED ('the Company') will be held on WEDNESDAY, AUGUST 21, 2019 at 4:30 P.M. at Mirage Hotel, International Airport Approach Road, Marol Naka, Andheri (East), Mumbai - 400 059 to transact the following business:
ORDINARY BUSINESS :
-
- To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors thereon.
-
- To declare a final dividend of
3.50 per equity share (Face Value of10/-) each for the financial year ended March 31, 2019 and to confirm interim dividend of ` 3.00 per equity share already declared and paid for the financial year ended March 31, 2019.
- To declare a final dividend of
-
- To appoint a Director in place of Ms. Ritu Joshi (DIN: 02600483), who retires by rotation and being eligible, offers herself for re-appointment.
SPECIAL BUSINESS:
4. Re-classification of Ms. Nyana Sabharwal, from 'Promoter and Promoter Group' to 'Public' category
To 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 Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015) and any other laws and regulations as may be applicable from time to time (including any statutory modifications or reenactments thereof for the time being in force), and other applicable provisions; subject to necessary approvals from the Stock Exchanges and other appropriate statutory authorities, as may be necessary; the approval of the Members, be and is hereby accorded to reclassify Ms. Nyana Sabharwal (hereinafter referred to as the "Applicant") who is currently forming part of the "Promoter and Promoter Group" holding 3,19,267 Equity Shares i.e. 1.95% of the paid up share capital of the Company, from "Promoter & Promoter Group" shareholding of the Company to the "Public" shareholding of the Company.
RESOLVED FURTHER THAT it is hereby confirmed that the aforesaid applicant
- i) does not hold more than 10% of the total voting rights in the Company;
- ii) does not exercise control over the affairs of the Company directly or indirectly;
- iii) does not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;
- iv) shall not be represented on the Board of the Company or act as a key managerial person in the Company for a period of 3 years from the date of re-classification;
- v) is not a 'willful defaulter' as per the Reserve Bank of India Guidelines;
- vi) is not a fugitive economic offender.

RESOLVED FURTHER THAT on approval of the Stock Exchange(s) upon application for reclassification of the aforementioned applicant, the Company shall effect such re-classification in the Statement of Shareholding pattern from immediate succeeding quarter under Regulation 31 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and compliance to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions.
RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company, be and is hereby authorized to submit application for reclassification to the SEBI Board, Stock Exchanges wherein the securities of the Company are listed or any other regulatory body as may be required and to take such steps expedient or desirable to give effect to this resolution."
5. Ratification of Cost Auditor's remuneration
To 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 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Members hereby ratify a remuneration of `1,75,000 (Rupees One Lakh Seventy Five Thousand Only) plus taxes and reimbursement of actual out of pocket expenses, if any, to M/s. Paresh Jaysih Sampat, Cost Accountants (Firm Registration No: 102421), who were appointed as Cost Auditors of the Company by the Board of Directors to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2020.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds, matters and things as may be considered necessary, proper or desirable to give effect to this resolution."
6. To approve continuation of payment of remuneration to Executive Directors and Promoters in excess of threshold limits as per SEBI (LODR) (Amendment) Regulations, 2018
To consider and, if thought fit to pass, with or without modification, the following resolution as Special Resolution
"RESOLVED THAT pursuant to Regulation 17(6)(e) of SEBI (LODR) (Amendment) Regulations, 2018 and other applicable provisions, if any, the consent of the Company be and is hereby accorded to the continuation of payment of remuneration as per existing terms and conditions as approved by the shareholders to Mr. Basant Kabra, Managing Director (DIN 00176807) at the Annual General Meeting held on July 26, 2018 and Mr. Shiva Kabra, Joint Managing Director (DIN 00190173) by way of Postal Ballot Notice dated February 06, 2019, who are Executive Directors and Promoters of the Company notwithstanding: i) annual remuneration payable to each of them exceeding `5 Crores or 2.5 per cent of the net profits of the Company calculated as per the provisions of section 198 of the Companies Act, 2013, whichever is higher; or ii) their aggregate annual remuneration exceeding 5 per cent of the net profits of the Company calculated as per the provisions of Section 198 of the Companies Act, 2013, till the expiry of their current term as such i.e. December 31, 2021 (Mr. Basant Kabra) and March 31, 2022 (Mr. Shiva Kabra).
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds, matters and things as may be considered necessary, proper or desirable to give effect to this resolution."
NOTES:
- The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the "Act") in respect of the special business set out at Item Nos. 4 to 6 of this Notice is annexed as Annexure I to this Notice. The relevant details as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and Secretarial Standard-2 [SS-2], of persons seeking appointment / re-appointment as Directors under Item No. 3 and 6 of this Notice is also annexed as Annexure II to this Notice.
-
- A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's registered office, duly completed and signed, not less than FORTY-EIGHT HOURS before the AGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. Aperson can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Members.
-
- The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, August 15, 2019 to Wednesday, August 21, 2019 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Annual General Meeting.
-
- Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the Registered Office of the Company on all working days, except Saturdays, Sundays and Public Holidays, between 11.00 a.m. to 4.00 p.m. up to the date of AGM.
-
- The dividend on Equity Shares, if declared at the AGM, will be paid on or after seven days of conclusion of AGM:
- (a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Wednesday, August 14, 2019; and
- (b) To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company as of the close of business hours on Wednesday, August 14, 2019.
-
- The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Registrar and Transfer Agents for payment of dividend through Electronic Clearing Service ("ECS") to investors, wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend. The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of/change in such bank details. Further, instructions if any, already given by them with respect to shares held in physical form will not be automatically applicable to shares held in the electronic mode. Members who wish to change such bank account details are therefore requested to advise their Depository Participants about such change, with complete details of their bank account.
-
- Members can avail of the facility of nomination with respect to shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send their nomination in the prescribed Form No. SH-13 duly filled-in to Bigshare Services Private Limited at the below mentioned address. Members holding shares in electronic mode may contact their respective Depository Participants to avail this facility.
-
- Members are requested to notify their change of address, if any, to the Company/Share Transfer Agent, Bigshare st Services Private Limited, 1 Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartment, Makwana Road, Andheri (E), Mumbai - 400 059, Tel: 022-6263 8200 or e-mail at [email protected].
-
- Members are requested to forward their queries on the accounts for the financial year ended March 31, 2019 to the Company atleast 10 days in advance, to enable us to keep the required information available at the Meeting.
-
- Member's attention is particularly drawn to the "Corporate Governance" section with respect to treatment of unclaimed and unpaid dividends.
-
- The route-map to the venue of the AGM is attached.
-
- The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number

(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Share Transfer Agent, Bigshare Services Private Limited or e-mail at [email protected].
-
- Electronic copy of the Annual Report is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2019 is being sent in the permitted mode. Members, who have not registered their e-email addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
-
- Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
-
- Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI (LODR) Regulations, th 2015 the Company is pleased to provide its members facility to exercise their right to vote at the 28 AGM by electronic means through the remote e-voting platform provided by Central Depository Services Limited (CDSL).
- A) The remote e-voting facility will be available during the following period:
| COMMENCEMENT OF REMOTE E-VOTING | END OF REMOTE E-VOTING | ||
|---|---|---|---|
| Sunday, August 18, 2019 | Tuesday, August 20, 2019 |
During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday, August 14, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSLfor voting thereafter.
- th B) The facility for voting through ballot/polling paper shall also be made available at the venue of the 28 AGM. The members attending the meeting, who have not already cast their vote through e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.
- C) M/s. Nilesh Shah (Membership No. FCS-4554) or failing him Ms. Hetal Shah (Membership No. FCS8063) or failing her Mr. Mahesh Darji (Membership No. FCS-7175) representing M/s Nilesh Shah and Associates has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
- D) The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
- E) The result declared along with the Scrutinizer's Report shall be placed on the Company's website at www.controlprint.com and on the website of CDSL. The Company shall simultaneously forward the results to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), where the equity shares of the Company are listed.
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Sunday, August 18, 2019 at 9:00 A.M. and ends on Tuesday, August 20, 2019 at 5:00 P.M.
- (ii) Log on to the e-voting website www.evotingindia.com
- (iii) Click on Shareholders / Members
- (iv) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company
- (v) Next enter the Image Verification as displayed and Click on Login.
- (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
- (vii) If you are a first time user follow the steps given below:
| For Members holding shares in Demat Form and Physical Form | |||
|---|---|---|---|
| PAN | Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders) | ||
| •Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8digits of the sequence number (refer serial no. printed on the name and addresssticker/Postal Ballot Form/mail) in the PAN field. | |||
| •In case the sequence number is less than 8 digits enter the applicable numberof 0's before the number after the first two characters of the name in CAPITALletters. E.g. If your name is Ramesh Kumar with serial number 1 then enterRA00000001 in the PAN field. | |||
| Dividend BankDetails OR Date | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recordedin your demat account or in the company records in order to login. | ||
| of Birth (DOB) | •If both the details are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field as mentioned ininstruction (iv). |
- (viii) After entering these details appropriately, click on "SUBMIT" tab.
- (ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (xi) Click on the EVSN of the "CONTROLPRINTLIMITED".
- (xii) 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.
- (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xiv) 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.
- (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
- (xvii) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
- (xviii) 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.
(xix) Note for Non - Individual Shareholders and Custodians
- l 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 Corporate.
- l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- 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 [email protected] and on approval of the accounts they would be able to cast their vote.
- l 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.
- (xx) 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].
For and on behalf of the Board For Control Print Limited
Date: May 16, 2019 Basant Kabra
Place: Mumbai Managing Director DIN 00176807
Registered Office:
C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai - 400 059. CIN: L22219MH1991PLC059800
Annexure I to this Notice
ITEM NO.4
Re-classification of Ms. Nyana Sabharwal, from 'Promoter and Promoter Group' to 'Public' category
Regulation 31A of the SEBI (LODR) Regulations, 2015 provides a regulatory mechanism for reclassification of Promoters & Promoter group to Public Shareholders subject to fulfillment of conditions as provided therein.
In this regard, the Company received application from Ms. Nyana Sabharwal pursuant to Regulation 31Aof the Listing Regulations for classifying her under the Public Category since her name has been included as a part of the Promoter group.
Ms. Nyana Sabharwal does not form part of the 'immediate relative' as per the definition of promoter group as provided in Regulations 2(1)(zb)(ii) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 nor controlled by the remaining Promoters of the Company. .
She is financially independent, who take independent investment decisions and in no way related to any of the business carried out by the Company. Further she does not hold any key managerial position or representations of the Board of Directors in the Company and has not engaged in any management or day to day affairs of the Company and also do not have any right either to appoint any Director of the Company or an ability to control the management or policy decisions of the Company in any manner whatsoever including by virtue of the shareholding.
Further, she will not act as a key managerial person of the Company or be represented on the Board of the Company for a period of not less than three years from the date of this reclassification. None of her act influences the decision taken by the Company. She does not have any special right through formal or informal arrangements with the Company or with the Promoter of the Company.
In view of the explanations given by the applicant and in consideration of the conditions as stipulated in Regulation 31 of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company at their meeting held on May 16, 2019 approved the application for reclassification received by the Company as above from Promoter Group category to Public category subject to approval of the members and relevant regulatory authorities. As required, intimation has been sent to the Stock Exchanges based on application received from the applicant.
Further as required under Regulation 38 of the Listing Regulations and Rule 19A of the Securities Contracts (Regulation) Rules, 1957, the Company is compliant with the requirement for minimum public shareholding and the proposed reclassification does not intend to increase the public shareholding to achieve compliance with minimum public shareholding requirement.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, in the said resolution.
The Board recommends the resolution as set out in the Item No. 4 of accompanying notice for the approval of members of the Company as an Ordinary Resolution.
ITEM NO. 5
The Board of Directors of the Company at the meeting held on May 16, 2019, on the recommendation of the Audit Committee, have approved the appointment and remuneration of M/s Paresh Jaysih Sampat, Cost Accountants (Firm Registration No. 102421), as the Cost Auditors, to conduct audit of Cost Records maintained by the Company for the financial year 2019-20. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, remuneration payable to cost auditors has to be ratified by shareholders of the company.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, in the said resolution.
The Board recommends the resolution as set out in the Item No. 5 of accompanying notice for the approval of members

of the Company as an Ordinary Resolution.
ITEM NO. 6
The Board at its meeting held on May 16, 2019 approved payment of commission out of the net profits of the Company to the Executive Directors of the Company, after considering the valuable contributions of Mr. Basant Kabra and Mr. Shiva Kabra in the growth of the Company and remuneration prevalent for the similar positions in the companies of the like size, on recommendation of Nomination and Remuneration Committee of the Company:
The Commission approved by the Board is well within the limit specified under Section 197 of the Companies Act, 2013. The Company has also obtained certificate on 'calculation of profit under section 198 of the Companies Act, 2013 showing eligible amount of remuneration payable to Executive Directors for FY 2018-19' from M/s Jhawar Mantri & Associates, Chartered Accountants.
The aggregate remuneration of above mentioned executive directors is in compliance with Sec. 197 of the Companies Act, 2013 i.e. within 10% of the net profits of the Company.
However, pursuant to newly introduced Regulation 17(6)(e) of SEBI (LODR) (Amendment) Regulations, 2018, the fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if-
- (i) the annual remuneration payable to such executive director exceeds `5 Crore or 2.5 per cent of the net profits of the listed entity calculated as per the provisions of Section 198 of the Companies Act, 2013, whichever is higher; or
- (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity.
The members of the Company approved remuneration payable to Mr. Basant Kabra and Mr. Shiva Kabra which is well within the limits as prescribed at that time as per Companies Act, 2013, while approving appointment of Mr. Basant Kabra at the Annual General Meeting held on July 26, 2018 and Mr. Shiva Kabra by way of Postal Ballot Notice dated February 06, 2019, which is in excess of 2.5% of the net profits of the Company, individually and more than 5% of the net profits of the Company in aggregate. This necessitates seeking fresh approval of the shareholders by way of special resolution for retaining all existing terms and conditions of continuation of appointment of aforesaid Executive Directors including remuneration payable to them till the expiry of their respective term i.e. December 31, 2021 (Mr. Basant Kabra) and March 31, 2022 (Mr. Shiva Kabra), in order to comply with the above mentioned newly introduced Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015.
Except, Mr. Basant Kabra and Mr. Shiva Kabra, none of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, in the said resolution.
The Board recommends the resolution as set out in the Item No. 6 of accompanying notice for the approval of members of the Company as Special Resolution.
For and on behalf of the Board For Control Print Limited
DIN 00176807
Date: May 16, 2019 Basant Kabra Place: Mumbai Managing Director
Annexure II to the Notice
Details of the Directors seeking appointment /re-appointment at the forthcoming Annual General Meeting [In pursuance of Regulation 36(3) of the Listing Regulations (relating to Corporate Governance)]
| Sr.No. | Name of the Director | Ms. Ritu Joshi | Mr. Basant Kabra | Mr. Shiva Kabra | |
|---|---|---|---|---|---|
| 1. | Director Identification Number | 02600483 | 00176807 | 00190173 | |
| 2. | Date of Birth/Age | August 15, 1972(47 years) | January 12, 1946(73 years) | July 05, 1978(41 years) | |
| 3. | Nationality | Indian | Indian | Indian | |
| 4. | Date of Appointment on theBoard | December 25, 2017 | January 14, 1991 | July 01, 2006 | |
| 5. | Qualifications | Graduate in Economicsand Statistics andMaster's degree inManagement InformationSystems and a secondMaster's degree inIndology. | Chemical Engineer | Graduate in Economicsand Mathematics fromGrinnell College, USAand Master's degree inBusiness Administrationfrom INSEAD, France. | |
| 6. | Experience and Expertise inspecific functional area | Over 22 years ofexperience in marketing,consulting, Start-up, andCorporate experienceboth in the US and inIndia. | Over four decades ofexperience in overallmanagement of theCompany. | Over 16 years ofexperience in the fieldof marketing, businessdevelopment andstrategy. | |
| 7. | No. of Equity Shares held in theCompany as on March 31, 2018 | 544,213 | 689,632 | 1,570,560 | |
| 8. | Directorship held in other publiccompanies (excluding foreigncompanies and Section 8companies) | Nil | Nil | Nil | |
| 9. | Chairmanships/ Membershipsof committees of the othercompanies | Nil | Nil | Nil | |
| 10. | Relationships, if any betweenDirectors inter-se | Daughter of Mr. BasantKabra, Managing Directorand Sister of Mr. ShivaKabra, Joint ManagingDirector of the Company. | Father of Mr. ShivaSon of Mr. BasantKabra, Joint ManagingKabra, ManagingDirector and Ms. RituDirector and Brother ofJoshi, Director of theMs. Ritu Joshi, DirectorCompany.of the Company. |
CONTROL PRINT LIMITED

CIN: L22219MH1991PLC059800 C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai 400 059. Contact details: 022 2859 9065 / 6693 8900 Website: www.controlprint.com l E-mail: [email protected] Registered Office:
ATTENDANCE SLIP
(To be presented at the entrance)
| Name and Address of Member : | Folio No : |
|---|---|
| DP ID No. : | |
| Client ID No. : | |
| No. of Shares : |
W th e/I hereby record our/my presence at the 28 Annual General Meeting of the Company held on Wednesday, August 21, 2019 at 4:30 P.M at Mirage Hotel, International Airport Approach Road, Marol Naka, Andheri (East), Mumbai – 400 059.
Signature of the Member / Proxy
(to be signed at the time of handing over this slip)
ROUTE MAP TO THE AGM VENUE

Landmarks :
Nearest Bus Stop: Marol Naka / Mata Ramabai Ambedkar Chawk Nearest Metro Station: Marol Naka
CONTROL PRINT LIMITED

CIN: L22219MH1991PLC059800
C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Registered Office:
Marol Naka, Andheri (East), Mumbai 400 059.
Contact details: 022 2859 9065 / 6693 8900 Website: www.controlprint.com ; E-mail: [email protected]
Form MGT- 11 (PROXY FORM)
[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 | : | ||
| E-mail Id | : | ||
| Folio No./Client Id | :DP ID : | ||
| I/ We being member(s) of | Shares ofControl Print Limited, hereby appoint | ||
| 1. | Name: | ||
| Address: | |||
| E-mail Id: | |||
| Signature: | , or failing him | ||
| 2. | Name: | ||
| Address: | |||
| E-mail Id: | |||
| Signature: | , or failing him | ||
| 3. | Name: | ||
| Address: | |||
| E-mail Id: | |||
| Signature: | , or failing him |
a th s my/our proxy to attend and vote (on a poll) for me/our behalf at the 28 Annual General Meeting of the Company, to be held on Wednesday, August 21, 2019 at 4:30 P.M at Mirage Hotel, International Airport Approach Road, Marol Naka, Andheri (East), Mumbai – 400 059 and at any adjournment thereof in respect of such resolutions as are indicated below:
| ItemNo. | Resolution | Type ofResolution | For(Assent) | Against(Dissent) | ||
|---|---|---|---|---|---|---|
| Ordinary Business | ||||||
| 1. | To receive, consider and adopt the Audited Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31, 2019, together with theReports of the Board of Directors and the Auditors thereon. | OrdinaryResolution | ||||
| 2. | To declare a final dividend of Rs. 3.50 per equity share (Face Value of Rs. 10/-) each for thefinancial year ended March 31, 2019 and to confirm interim dividend of Rs. 3.00 per equityshare already declared and paid for the financial year ended March 31, 2019. | OrdinaryResolution | ||||
| 3. | To appoint a Director in place of Ms. Ritu Joshi (DIN: 02600483), who retires by rotationand being eligible, offers herself for re-appointment. | OrdinaryResolution | ||||
| Special Business | ||||||
| 4. | Re-classification of Ms. Nyana Sabharwal, from 'Promoter and Promoter Group' to 'Public'category | OrdinaryResolution | ||||
| 5. | Ratification of Cost Auditor's remuneration | OrdinaryResolution | ||||
| 6. | To approve continuation of payment of remuneration to Executive Directors and Promotersin excess of threshold limits as per SEBI (LODR) (Amendment) Regulations, 2018 | SpecialResolution | ||||
| Signed this ______________ day of _________2019 at ____________ | AffixRevenue |
Signature of Member : ______________________ Signature of Proxy Holder : __________________
NOTES:
- This proxy form to be effective should be duly completed, dated, signed, stamped and deposited at the Registered Office of the Company not less than 48 (forty eight) hours before the commencement of the Meeting.
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- Aproxy need not be a Member.
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- Please bring your copy of the Annual Report to the Meeting.
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