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Gokul Agro Resources Ltd AGM Information 2019

Sep 3, 2019

60996_rns_2019-09-03_82339c58-4de2-47fe-ae69-b7cfe6f64304.pdf

AGM Information

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Date: September 03, 2019

To, . Dept. of Corporate Services, SE Ltd. zs" Floor, Phiroze Jeejeebhoy Tower, 'Dalal Street, Fort, Mumbai - 400 001

To, Listing Department, ationa tack Exc ange of. ndia Ltd. Exchange Plaza, Plot no. til, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Scrip Code: 539725 Symbol: GOKULAGRO

Dear Sir/ Madam,

Sub: Notice of 5t h Annual General Meeting of he Company

This is with reference to the above-mentioned subject and 'in terms of applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of notice of the 5th Annual General Meeting of the Company scheduled to be held on Saturday, September 28, 2019 at 10:30 AM at MAPLE 99, Nr. Tapovan Circle, Sardar Patel Ring Road, besides True Value Maruti Showroom, Chandkheda, Ahmedabad - 382424.

Kindly take the same on your records and acknowledge the receipt thereof.

Thanking You,

NOTICE is hereby given that the 5th Annual General Meeting of the Members of Gokul Agro Resources Limited will be held on Saturday, September 28, 2019 at 10:30 AM at MAPLE 99, Sardar Patel Ring Road, Near Tapovan Circle, besides True Value Maruti Showroom, Chandkheda, Ahmedabad, Gujarat 382424 to transact the following Businesses:

Ordinary Business:

    1. To receive, consider and adopt Audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss for the year ended on that date and Reports of the Board of Directors and the Auditors thereon.
    1. To appoint a Director in place of Mr. Kanubhai Jivatram Thakkar (DIN: 00315616), who retires by rotation and being eligible offers himself for re - appointment.

Special Business:

  1. To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration payable to M/s Priyank Patel & Associates, Cost Accountants, appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2019, amounting to Rs. 45,000/- (Rupees Forty Five Thousand only) as also the payment of applicable tax and reimbursement of out of pocket expenses incurred in connection with the aforesaid audit, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution."

By order of the Board of Directors

Date: August 08, 2019 Chinar Jethwani
Place: Ahmedabad Company Secretary

Regd. Office:

Office No. 801-805 Dwarkesh Business Hub, Survey No. 126/1, Opp. Visamo Society, B/H Atishay Belleview, Motera, Ahmedabad, Gujarat - 380005 CIN-L15142GJ2014PLC080010

NOTES:

  1. The Explanatory Statement pursuant to Section 102(2) of the Companies Act, 2013 in respect of Item No. 3 of the notice is annexed hereto. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("SEBI Listing Regulations"), of the person seeking appointment and re-appointment as Director under Item No. 2 of the Notice, are also annexed.

MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL $21$ 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.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

    1. THE INSTRUMENT APPOINTING THE PROXY MUST BE DEPOSITED AT THE COMPANY'S REGISTERED OFFICE. DULY COMPLETED AND SIGNED. NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.
  • $4.$ Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or M/S Link Intime India Private Limited for assistance in this regard. In case shares held in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP).
  • Members, Proxies and Authorized Representatives are requested to bring their copy of Annual Report at the Meeting.
    1. The Register of Members and Share Transfer Books of the Company will be closed from September 20, 2019 to September 27, 2019 (both days inclusive) for the purpose of Annual General Meeting.
    1. Pursuant to the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members holding shares in physical form may submit the same to M/S Link Intime India Private Limited, Registrar and Transfer Agent. Members holding shares in electronic form may submit the same to their respective depository participant.
    1. Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.
    1. The Register of Contracts and Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

    1. The Notice of the AGM along with the Annual Report 2018-19 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2018-19 will also be available on the Company's website viz. www.gokulagro.com.
    1. In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through evoting is/are deemed to have been passed as if they have been passed at the AGM.
    1. The board of directors has appointed Mr. Chirag Shah of M/s. Chirag Shah & Associates, Practicing Company Secretaries (Membership No. FCS 5545) as the Scrutinizer to scrutinize the voting at the meeting and remote evoting process as well as the voting through Poll Paper at the AGM, in a fair and transparent manner.
    1. The Procedure and instructions for remote e-voting are as under:
    • The voting period begins on Wednesday, September $(i)$ 25, 2019 and ends on Friday, September 27, 2019 at 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 (record date) of September 20, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
    • (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
    • (iii) Click on Shareholders.
    • (iv) Now Enter your User ID
      • a. For CDSL: 16 digits beneficiary ID,
      • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
      • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
    • (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 helow:

For Members holding shares in DematForm and Physical Form
PAN Enter your 10 digit alpha-numeric PANissued by Income Tax Department(Applicable for both dematshareholders as well as physicalshareholders)
Members who have not updatedtheir PAN with the Company/Depository Participant arerequested to use the sequencenumber which is printed on PostalBallot / Attendance Slip indicatedin the PAN field.
DividendBankDetails.OR Dateof Birth(DOB) Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format)as recorded in your demat account orin the company records in order tologin.If both the details are not recordedwith the depository or companyplease enter the member id / folionumber in the Dividend Bankdetails field as mentioned∴ ininstruction (iv).
  • (viii) After entering these details appropriately, click on "SUBMIT" tab.
  • (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for 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 for Gokul Agro Resources Limited on which you choose to vote.
  • (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

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