Jocil Limited — Board/Management Information 2019

Mar 6, 2019

Jocil Limited

(A Subsidiary of The Andhra Sugars Limited)

CIN : L28990AP1978PLC002260

Box 216, Arundelpet P.O., GUNTUR-522 002, AP. Factory & Regd. Office : DOKIPARRU, GUNTUR-522 438, AP.

Ph : +91 863 2290190[] Fax : +91 863 2290090[] Email : jocil@jocil.net[] Web : www.jocil.in

NOTICE TO SHAREHOLDERS

Notice is hereby given that an Extra-Ordinary General Meeting (EGM) of the Shareholders of Jocil Limited will be held at the Registered Office of the Company, Dokiparru, Guntur - 522 438, A.P. on Saturday, 30 March, 2019 at 3.30 p.m. to transact the following business :

Special Business :

1. To approve the re-appointment of Shri V.S. Raju (DIN : 00101405) as a Non-Executive Independent Director for the second term of 5 consecutive years and in this regard to consider and, if thought fit, to pass, with or without modifications, the following Resolution as Special Resolution .

2. “RESOLVED THAT pursuant to the Regulation 17 (1A) and any other applicable regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation, or re-enactment thereof for the time being in force and the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 including any modification (s) or re-enactment thereof, for the time being in force, Shri V.S. Raju (DIN: 00101405) be and is hereby re-appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the second term of 5 consecutive years from 01-04-2019 up to 31-03-2024.

3. To approve the re-appointment of Shri Subbarao V. Tipirneni (DIN : 00337027) as a Non-Executive Independent Director for the second term of 3 consecutive years and 6 months and in this regard to consider and, if thought fit, to pass, with or without modifications, the following Resolution as Special Resolution .

“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 including any modification (s) or re-enactment thereof for the time being in force and applicable regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation, or re-enactment thereof for the time being in force, Shri Subbarao V. Tipirneni (DIN: 00337027) be and is hereby re-appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the second term of 3 consecutive years and 6 months from 01-04-2019 up to 30-09-2022.

1. To approve the re-appointment of Shri P. Venkateswara Rao (DIN : 06387165) as a Non-Executive Independent Director for the second term of 2 consecutive years and 6 months and in this regard to consider and, if thought fit, to pass, with or without modifications, the following Resolution as Special Resolution .

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“RESOLVED THAT pursuant to the Regulation 17 (1A) and any other applicable regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation, or re-enactment thereof for the time being in force and the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 including any modification (s) or re-enactment thereof, for the time being in force, Shri P. Venkateswara Rao (DIN: 06387165) be and is hereby re-appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the second term of 2 consecutive years and 6 months from 01-04-2019 up to 30-09-2021.

1. To approve the re-appointment of Dr. Manjulata Dasari (DIN : 02788338) as a Non-Executive Independent Director for the second term of 4 consecutive years and 1 month and in this regard to consider and, if thought fit, to pass, with or without modifications, the following Resolution as Special Resolution . “RESOLVED THAT pursuant to the Regulation 17 (1A) and any other applicable regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation, or re-enactment thereof for the time being in force and the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 including any modification (s) or re-enactment thereof, for the time being in force, Dr. Manjulata Dasari (DIN: 02788338) be and is hereby re-appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the second term of 4 consecutive years and 1 month from 13-09-2019 up to 12-10-2023.

Dokiparru 05-03-2019

By Order of the Board of Directors P. NARENDRANATH CHOWDARY Chairman

Notes :

1. The statement pursuant to Section 102(1), any other applicable provisions of the Act, the rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2) stating all material facts and the reasons thereof for the proposed resolutions, forming part of this Notice, is annexed herewith.

2. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolution through the e-voting facility provided by CDSL. The instructions for e-voting are given under the section ‘Voting by electronic means (e-voting)’ below.

3. The documents, if any, referred to in the statement will be available for inspection at the Registered Office of the Company during working hours on all working days from the date of dispatch of the Notice till the date of EGM.

4. Route Map for attending the Extra-Ordinary General Meeting is provided at last page of this Notice.

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SHAREHOLDERS INSTRUCTIONS FOR E-VOTING

The instructions for shareholders voting electronically are as under :

• i. The voting period begins on 27 March 2019 at 9.00 a.m. and ends on 29 March 2019 at. 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23 March 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 below:

For Members holding shares in Demat 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/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.  In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
DOB	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or fiolio in dd/mm/yyyy format.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  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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• 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 of ‘JOCIL LIMITED’ 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 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 a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xvii. 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.

• 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. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• xix. Note for Non – Individual Shareholders and Custodians

• 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 as Corporates.

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

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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

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• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same

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

ANNEXURE TO THE NOTICE

Explanatory Statement as required under Section 102 of the Companies Act, 2013.

Item No. 1

Shri V.S. Raju aged 78 years (DIN : 00101405) was appointed as a Non-Executive Independent Director in terms of Section 149 and other applicable provisions of the Act for a period of five years, at the 36[th] Annual General Meeting of the Company w.e.f. April 01, 2014. Accordingly his first term as a Non-Executive Independent Director is ending on March 31, 2019.

According to the newly inserted Regulation 17(1A) of the Listing Regulations, effective April 1, 2019, a listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained seventy five years of age only after the concerned listed company has obtained approval of its members by way of a Special Resolution.

Further, Section 149(10) of the Act, provides that a Non-Executive Independent Director shall hold office for a term up to five consecutive years on the board of a Company but shall be eligible for re-appointment, for another term of up to five consecutive years, on passing of a Special Resolution by the members.

Pursuant to recommendations of the Nomination and Remuneration Committee (NRC) at its meeting held on February 12, 2019, the Board of Directors of the Company (“the Board”) at its meeting held on February 12, 2019, approved the re-appointment of Shri V.S. Raju as a Non-Executive Independent Director for the second term of 5 consecutive years from April 01, 2019 to March 31, 2024.

Accordingly, the Company is seeking the approval of its members by way of a Special Resolution, in view of the aforementioned provisions, for re-appointment of Shri V.S. Raju as a Non-Executive Independent Director on the Board of the Company for the second term of 5 consecutive years.

Shri V.S. Raju is having vast experience in Company Law, Competition Act, Capital Issues and other allied economic subjects. Hence, the Nomination and Remuneration Committee and the Board is of the view that it is in the best interest of the Company, to appoint him for the second term of 5 consecutive years as a Non-Executive Independent Director.

Considering the above, and despite Shri V.S. Raju attained the age of more than seventy five years, he is still active in his profession and therefore it is recommended to re-appoint him for the second term of 5 consecutive years from April 1, 2019 up to March 31, 2024 not liable to retire by rotation as a Non-Executive Independent Director.

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The Company has received, inter alia, (i) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Shri V.S. Raju to the effect that he is not disqualified in accordance with Section 164(2) of the Act; (ii) declaration that he meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; and (iii) a notice in writing from a member under Section 160 of the Act proposing the candidature of Shri V.S. Raju as a Director of the Company.

A copy of the draft letter of re-appointment, setting out the terms and conditions of re-appointment of Shri V.S. Raju, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, without any fee, at the Company’s registered office during business hours on all working days from the date of dispatch of the Notice till the end of the meeting.

Except Shri V.S. Raju (DIN : 00101405) and his relatives, none of the other Directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 1 of this notice. The Board strongly recommends this Special Resolution set out at Item no. 1 of this Notice for approval of the members

Item No. 2

Shri Subbarao V. Tipirneni (DIN : 00337027) was appointed as a Non-Executive Independent Director in terms of Section 149 and other applicable provisions of the Act for a period of five years, at the 36[th] Annual General Meeting of the Company w.e.f. April 01, 2014. Accordingly his first term as a Non-Executive Independent Director is ending on March 31, 2019.

Section 149(10) of the Act, provides that a Non-Executive Independent Director shall hold office for a term up to five consecutive years on the board of a Company but shall be eligible for re-appointment, for another term of up to five consecutive years, on passing of a Special Resolution by the members.

Pursuant to recommendations of the Nomination and Remuneration Committee (NRC) at its meeting held on February 12, 2019, the Board of Directors of the Company (“the Board”) at its meeting held on February 12, 2019, approved the re-appointment of Shri Subbarao V. Tipirneni as a Non-Executive Independent Director for the second term of 3 consecutive years and 6 months from April 01, 2019 to September 30, 2022.

Accordingly, the Company is seeking the approval of its members by way of a Special Resolution, in view of the aforementioned provisions, for re-appointment of Shri Subbarao V. Tipirneni as a Non-Executive Independent Director on the Board of the Company for the second term of 3 consecutive years and 6 months.

Shri Subbarao V. Tipirneni is having vast experience in software, communications, engineering and corporate finance. Hence, the Nomination and Remuneration Committee and the Board is of the view that it is in the best interest of the Company, to appoint him for the second term of 3 consecutive years and 6 months as a Non-Executive Independent Director.

Considering the above, it is recommended to re-appoint him for the second term of 3 consecutive years and 6 months from April 1, 2019 up to September 30, 2022, not liable to retire by rotation as a Non-Executive Independent Director.

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The Company has received, inter alia, (i) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Shri Subbarao V. Tipirneni to the effect that he is not disqualified in accordance with Section 164(2) of the Act; (ii) declaration that he meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; and (iii) a notice in writing from a member under Section 160 of the Act proposing the candidature of Shri Subbarao V. Tipirneni as a Director of the Company.

A copy of the draft letter of re-appointment, setting out the terms and conditions of re-appointment of Shri Subbarao V. Tipirneni, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, without any fee, at the Company’s registered office during business hours on all working days from the date of dispatch of the Notice till the end of the meeting.

Except Shri Subbarao V. Tipirneni (DIN : 00337027) and his relatives, none of the other Directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 2 of this notice. The Board strongly recommends this Special Resolution set out at Item no. 2 of this Notice for approval of the members.

Item No. 3

Shri P. Venkateswara Rao aged 74 years, (DIN : 06387165) was appointed as a Non-Executive Independent Director in terms of Section 149 and other applicable provisions of the Act for a period of five years, at the 36th Annual General Meeting of the Company w.e.f. April 01, 2014. Accordingly his first term as a Non-Executive Independent Director is ending on March 31, 2019.

According to the newly inserted Regulation 17(1A) of the Listing Regulations, effective April 1, 2019, a listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained seventy five years of age only after the concerned listed company has obtained approval of its members by way of a Special Resolution.

Further, Section 149(10) of the Act, provides that a Non-Executive Independent Director shall hold office for a term up to five consecutive years on the board of a Company but shall be eligible for re-appointment, for another term of up to five consecutive years, on passing of a Special Resolution by the members.

Pursuant to recommendations of the Nomination and Remuneration Committee (NRC) at its meeting held on February 12, 2019, the Board of Directors of the Company (“the Board”) at its meeting held on February 12, 2019, approved the re-appointment of Shri P. Venkateswara Rao as a Non-Executive Independent Director for the second term of 2 consecutive years and 6 months from April 01, 2019 to September 30, 2021.

Accordingly, the Company is seeking the approval of its members by way of a Special Resolution, in view of the aforementioned provisions, for re-appointment of Shri P. Venkateswara Rao as a Non-Executive Independent Director on the Board of the Company for the second term of 2 consecutive years and 6 months.

Shri P. Venkateswara Rao is having vast experience in handling of hazardous chemicals, gases etc. Hence, the Nomination and Remuneration Committee and the Board is of the view that it is in the best interest of the Company, to appoint him for the second term of 2 consecutive years and 6 months as a Non-Executive Independent Director.

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Considering the above, and despite Shri P. Venkateswara Rao would attain the age of more than seventy five years, he is still active in his profession and therefore it is recommended to re-appoint him for the second term of 2 consecutive years and 6 months from April 1, 2019 up to September 30, 2021 not liable to retire by rotation as a Non-Executive Independent Director.

The Company has received, inter alia, (i) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Shri P. Venkateswara Rao to the effect that he is not disqualified in accordance with Section 164(2) of the Act; (ii) declaration that he meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; and (iii) a notice in writing from a member under Section 160 of the Act proposing the candidature of Shri P.Venkateswara Rao as a Director of the Company.

A copy of the draft letter of re-appointment, setting out the terms and conditions of re-appointment of Shri P. Venkateswara Rao, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, without any fee, at the Company’s registered office during business hours on all working days from the date of dispatch of the Notice till the end of the meeting.

Except Shri P. Venkateswara Rao (DIN : 06387165) and his relatives, none of the other Directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 3 of this notice. The Board strongly recommends this Special Resolution set out at Item no. 3 of this Notice for approval of the members.

Item No. 4

Dr. Manjulata Dasari aged 71 years, (DIN : 02788338) was appointed as a Non-Executive Independent Director in terms of Section 149 and other applicable provisions of the Act for a period of five years, at the 37th Annual General Meeting of the Company w.e.f. September 13, 2014. Accordingly her first term as a Non-Executive Independent Director is ending on September 12, 2019.

According to the newly inserted Regulation 17(1A) of the Listing Regulations, effective April 1, 2019, a listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained seventy five years of age only after the concerned listed company has obtained approval of its members by way of a Special Resolution.

Further, Section 149(10) of the Act, provides that a Non-Executive Independent Director shall hold office for a term up to five consecutive years on the board of a Company but shall be eligible for re-appointment, for another term of up to five consecutive years, on passing of a Special Resolution by the members.

Pursuant to recommendations of the Nomination and Remuneration Committee (NRC) at its meeting held on February 12, 2019, the Board of Directors of the Company (“the Board”) at its meeting held on February 12, 2019, approved the re-appointment of Dr. Manjulata Dasari as a Non-Executive Independent Director for the second term of 4 consecutive years and 1 month from September 13, 2019 to October 12, 2023.

Accordingly, the Company is seeking the approval of its members by way of a Special Resolution, in view of the aforementioned provisions, for re-appointment of Dr. Manjulata Dasari as a Non-Executive Independent Director on the Board of the Company for the second term of 4 consecutive years and 1 month.

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Dr. Manjulata Dasari is having vast experience in administration. Hence, the Nomination and Remuneration Committee and the Board is of the view that it is in the best interest of the Company, to appoint her for the second term of 4 consecutive years and 1 month as a Non-Executive Independent Director.

Considering the above, and despite Dr. Manjulata Dasari would attain the age of more than seventy five years, she is still active in her profession and therefore it is recommended to re-appoint her for the second term of 4 consecutive years and 1 month from April 1, 2019 up to October 12, 2023, not liable to retire by rotation as a Non-Executive Independent Director.

The Company has received, inter alia, (i) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Dr. Manjulata Dasari to the effect that she is not disqualified in accordance with Section 164(2) of the Act; (ii) declaration that she meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; and (iii) a notice in writing from a member under Section 160 of the Act proposing the candidature of Dr. Manjulata Dasari as a Director of the Company.

A copy of the draft letter of re-appointment, setting out the terms and conditions of re-appointment of Dr. Manjulata Dasari, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, without any fee, at the Company’s registered office during business hours on all working days from the date of dispatch of the Notice till the end of the meeting.

Except Dr. Manjulata Dasari (DIN : 02788338) and her relatives, none of the other Directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 4 of this notice. The Board strongly recommends this Special Resolution set out at Item no. 4 of this Notice for approval of the members.

Dokiparru 05-03-2019

By Order of the Board of Directors P. NARENDRANATH CHOWDARY Chairman

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ABBREVIATED RESUMES OF THE INDEPENDENT DIRECTORS TO BE RE-APPOINTED

Shri V.S. Raju

Shri V.S. Raju (DIN : 00101405) has been on the Board of Directors of the Company since 25-06-1991. He is a Post Graduate in Commerce and Graduate in Law and had served in the Govt. of India for 27 years in various capacities and took voluntary retirement while working as Under Secretary to Govt. of India. He is presently practicing as an Advocate in the High Court of A.P. Hyderabad and a Consultant for several companies. He is having vast experience in Company Law, Competition Act, Capital Issues and other allied economic subjects. He is not holding any shares in the company. He is associated with the other companies and firms as given below.

Name of the company	Position	Name of the committee	Position
The Andhra Sugars Ltd.	Director	Nomination and Remuneration Committee Audit Committee CSR Committee	Chairman Member Member
Gangavaram Port Ltd.	Director	Audit Committee	Chairman
NCL Industries Ltd.	Director	-	-

Shri Subbarao V. Tipirneni

Shri Subbarao V. Tipirneni (DIN : 00337027) has been on the Board of Directors of the Company since 22-01-2005. He is MD & CEO of IVUS Software Development Centre Pvt. Ltd., and Chief Operating Officer of The Solaria Corporation, Berkely, CA, USA. He formerly worked with General Electric in their Medical Imaging Division in India, early in his career. He is a graduate in Electronics & Communications Engineering and attended EDP courses in Strategic Management at IIM, Ahmedabad and Corporate Finance at Administrative Staff College of India. He is not holding any shares in the company. He is associated with the other companies and firms as given below.

Name of the company	Position	Name of the Committee	Position
IVUS Software Development Centre Pvt. Ltd.	Managing Director	—	—
Solaria India Pvt. Ltd.	Managing Director	—	—
NEC Tech Electronics Pvt. Ltd.	Director	—	—

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Shri P. Venkateswara Rao

Shri P. Venkateswara Rao (DIN : 06387165) has been on the Board of Directors of the Company since 29-09-2012. He is a Graduate in Chemical Engineering from Andhra University, Visakhapatnam in 1967 and a Post Graduate in Chemical Engineering from Indian Institute of Technology, Chennai in 1971. He worked for 35 years in Indian Space Research Organization (ISRO). He specialized in servicing of Satellite Launch Vehicles with fuels such as earth storable chemicals and cryogenic fuels. He executed several projects involving Infrastructure, Fluid Circuits for handling of hazardous chemicals, gases etc. He travelled abroad extensively and was a focal point for several International Contracts. He retired as Associate Director from Satish Dhawan Space Centre, Sriharikota (SHAR), ISRO. He is not holding any shares in the company. He is associated with The Andhra Petrochemicals Limited as a Director.

Dr. Manjulata Dasari

Dr. Manjulata Dasari (DIN : 02788338) has been on the Board of Directors of the Company since 13-092014. She is a most familiar personality in Telugu Literary world in the State of Andhra Pradesh and Telangana. She did her Post Graduation (M.A.), M.Phil and Ph.D in Telugu from Osamania University, Hyderabad. She has served more than 37 years in the field of education and scaled up from a humble Researcher to the post of Vice Chancellor of the prestigious Potti Sreeramulu Telugu University, Hyderabad. She worked as a Director of Telugu Akademi, Hyderabad and as a Senate Member of almost of all the universities in the undivided State of Andhra Pradesh. She was actively involved in the preparation of Telugu Terminological Dictionaries, Text Books, Reading Material and Reference Material.

Dr. Manjulata Dasari is a keen administrator and known for devising policies and directives for trouble shooting. Under her guidance the Telugu Akademi was brought out from financial difficulties. She has been actively involved in the development of Telugu language and propagation of Telugu Language and culture in other states in India and also in other countries like Israel and U.S. She is presently a Senate Member of Potti Sreeramulu Telugu University, Hyderabad & Krishna University, Machilipatnam. She is holding 1006 equity shares of Jocil Limited. She is associated with the other companies and firms as given below.

Name of the company	Position	Name of the committee	Position
The Andhra Petrochemicals Ltd.	Director	Nomination & Remuneration Committee Audit Committee Stakeholders Relationship Committee	Chairman Member Member
The Andhra Sugars Ltd.	Director	-	-
Sri Jayalakshmi Growth Fund Private Ltd.	Director	-	-

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Jocil Limited :: Dokiparru Form No. MGT-11

PROXY FORM

(Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014))

Name of the Member(s) : ..................................................................................................................... Registered Address : ..................................................................................................................... E-mail Id : ..................................................................................................................... Folio No./Client ID No. : ................................................... DP ID No. : ....................................................... I/We, being the member(s) of ....................................................................... shares of Jocil Limited, hereby appoint

1.	Name	: ...................................................................	Email Id	: ...............................................................
	Address	: ............................................................................................................................................
	..................................................................................		Signature	: ............................................................
2.	Name	: .................................................................	Email Id	: ............................................................
	Address	: ................................................................................................................................................
	...................................................................................		Signature	: ............................................................
3.	Name	: ..................................................................	Email Id	: ............................................................
	Address	: ................................................................................................................................................
	...................................................................................		Signature	: ............................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company to be held on Saturday, 30March 2019 at 3.30 p.m. at the RegisteredOffice, Jocil Limited, Dokiparru522 438, Medikondur Mandal, Guntur Dist., A.P. and at any adjournment there of in respect of such resolutions as are indicated below :

1. Re-appointment of Shri V.S. Raju (DIN : 00101405) as a Non-Executive Independent Director of the Company.

2. Re-appointment of Shri Subbarao V. Tipirneni (DIN : 00337027) as a Non-Executive Independent Director of the Company.

3. Re-appointment of Shri P. Venkateswara Rao (DIN : 06387165) as a Non-Executive Independent Director of the Company.

4. Re-appointment of Dr. Manjulata Dasari (DIN : 02788338) as a Non-Executive Independent Director of the Company

Signed this ……………………………………… day of ……………………..2019

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Revenue
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Signature of the Shareholder

Signature of the Proxy holder(s)

Notes : This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company at Dokiparru - 522438, Medikondur Mandal, Guntur Dist, A.P., not less than 48 hours before the commencement of the Meeting.

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