K. M. Sugar Mills Ltd.

Corporate Office and works: Moti Nagar, Faizabad-ZZA 201 (U.P.) Phone No. :05278-254059, 254094, 254027; Fax no. : 05278-254575 CIN No. : L15421UP1971PLC003492, Mail ID : [email protected] Website : www.kmsugancom

Exchange of Limited. National Stock India Exchange PIaza,C-1,Block-G, Bandra Kurla Complex ,Bandra (E), Mumbai-4ooosi Phone Noon-26598100	Stock Exchange Limited, Bombay Phiroze Tower, 27m Floor, Jeieebhoy Dalal Street ,Fort ,Mumbai-400001 Phone Noon-22728527 Bandra (E),Mumbai-4ooosi
Scrip Code: INE157ho1023	Scrip Code:532673

Datezo'h September,2018

Sub: Notifigf AnnuaLQeneral Meeting, Book Closuirejnd EgLojing.

Dear Sir/Madam,

Pursuant to the provisions of Regulation ⁴² SEBI (LODR) Regulations,2015 pleased to inform you that:

^o The 45'h Annual General Meeting of the K. M Sugar Mills Ltd. will be held at its Registered Office of the Company at 11- Moti Bhawan, Collector Gan], Kanpur-208001, on Friday, the 28th day of September,2018 at 11:00 am.
. The register of Members and share transfer books of the Company will remain closed from 21" September,2017 to 223'h September,2018 (both days inclusive) for Annual General Meeting.
The company shall provide its members the facility to excise their vote at the aforesaid AGM by electronic means on all resolutions set forth in the notice The remote e-voting period commences on 24m September,zo18 (10:00 am) and ends on 27m September,201 ⁸ (5:00 pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 21th September, 2018, may cast their vote by remote e-voting.

In connection, we undertake that the shareholder's request received by the company for the transfer of shares before the book closure date will be promptly attended to, as per rule(s) & regulation (5).

it is requested to take on records. Thanking you,

Yours Faithfully, For K.M Sugar Mill Limited

Encl: as above

K M SUGAR MILLS LIMITED

Regd. Office: 11 MOTI BHAWAN, COLLECTOR GANJ, KANPUR, Uttar Pradesh - 208001 CIN: L15421UP1971PLC003492; Website: www.kmsugar.com E-mail: [email protected] Phone: 0512-2310762; 0522-4079561

Notice To Shareholders

Notice is hereby given that the 45th Annual General Meeting of the K. M. Sugar Mills Ltd. will be held at its Registered Office of the Company at 11- Moti Bhawan, Collector Ganj, Kanpur-208001, on Friday, the 28th day of September, 2018 at 11:00 a.m. transact the following business:

ORDINARY BUSINESSES:

To consider and adopt (a) the audited financial statement $T$ of the Company for the financial year ended on March 31. 2018 and the reports of the Board of Directors and Auditors thereon; and, to consider and pass, with or without modification (s), the following resolutions as the Ordinary Resolutions:

"RESOLVED THAT the audited financial statement of the Company for the financial year ended on March 31, 2018 and the reports of the Board of Directors and Auditors thereon laid before the 45th Annual General Meeting of the members of the Company, be and are hereby received, considered and adopted."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do, perform and execute all such acts, deeds and things and to settle any question, difficulty or doubt, that may arise and to do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient and for matters concerned therewith or incidental thereto for the purpose of giving effect to this resolution."

To appoint a director in place of Shri Sanjay Jhunjhunwala, who retires by rotation and being eligible, offers himself for re-appointment.
To appoint a director in place of Shri S.C Agrarwal, who retires by rotation and being eligible, offers himself for reappointment.
To appoint M/s. Agiwal & Co, Chartered Accountants, New Delhi, Auditors at this Annual General Meeting and fix their remuneration-

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the company ratifies the appointment of M/s. Agiwal & Co, Chartered Accountants (Firm Registration No 00181N), as the Statutory Auditors of the Company from the conclusion of this Annual general meeting of the Company till the conclusion of next annual general meeting of the Company, on such remuneration plus Goods and service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the said Auditors."

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is

hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution."

SPECIAL BUSINESS:-

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Surendra Bahadur Singh (DIN 08082899), who was appointed as an Additional (Independent) Director of the Company in the Board meeting held on 12.02.2018 and whose term of office will be expired at the ensuing Annual General Meeting in terms of Section 161 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 along with the requisite fee, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years from the date of appointment, not liable to retire by rotation."

To consider and if thought fit to pass with or without 6. modification/(s), 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 and rule made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration, as approved by the Board on the recommendation of the Audit Committee, be paid to M/s. Aman Malviya & Associates, Cost Accountants, Lucknow for conducting cost audit of the Company for the financial year 2018-19 be and is hereby approved."

By order of the Board For K. M. Sugar Mills Ltd.

Company Secretary Rajeev Kumar

Place: Lucknow Dated: 07.08.2018

Notest

生. A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and vote instead of him. The proxy need not be member of the company. Proxy to be valid shall be deposited with company not later than 48 hours before the time for holding the meeting.

A person can act as proxy on behalf of members not exceeding

titty and holding in aggregate not more than ten percent or the total share capital or the Company carrytrlg voting rights. ^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 proxy forany other person or shareholden As per the Listing Regulations with stock Exchanges, the brlef resume, functional expertise at the directors proposedforreappointmentisannexedasAppen A.

³ The relevant Explanatory Statement pursuant to Section ¹⁰² or the companies Act, 2013, in respect ⁰¹ Special Business isannexed,
4, The registerof Members and share transfer books ofthe Company wIll remain closed from let September, ²⁰¹⁸ to 28th SeptembenZDIS (both days inclusive)
1. Shareholders are requested to intimate to the Company or to the Share Transfer Agent of the Company, M/st Link lntime lindiai Pvt, Ltd, change irony, in their registered addresses and also to provide their mailing address ror quitxresponse,
⁶ Members are requested to bring their coprES of the Report and Actountsto the meelirlg.
1. Members who require any inrormation about the accounts to be explained in the meeting are requested to inform the Company about the intended query at least seven daysin advance orthe meeting
8, The copy ol annual report, notice of general meeting, notice or e~voting, etc. are being sent to the members through erriiall who have registered the" email ids with therr depository participant (DPS) / Company's Registrar and TransferAgent(RTA)
1. Members are requested to update their prererred email Ids With the Company / DPS / ETA, which will be used for the purpose ortuturocommunitations
1. Members whose E'mall id is not registered with the Company Will be sent physical ropes of Annual Report, notice or evotmg etc, at their registered address through permitted mode,
¹¹ Annual Reports will also be available in the financiais section on the website or the company at www.kntsogar,com
¹² Members are requested to opt lor electronrc mode or ccmmurlication and support the Green initiatives or the Governmeni Pursuant to Section ¹⁰⁸ or the Companies Act, 2013, the Company orovtdos e-votmg rattlity to the members to exercise their voting right. The process and mannerofvotingcohtaihing detailedlnstructionsisgiven belowinbointno 13,
¹³ Votingthroughelectronicmeans

in compliance With pmVlSions or section ¹⁰³ or the Cnmpanies Act, zon and hole Zn or the companies (Management and Administrationi Rules, 2014 and as amended rrorri tithe totime and Regulation 44(1) or SEBl (LQRDl Regulations,zo1s, the Company is pleased to provide to the members the lacility to exertlse their right to vote on resolutions proposed to be considered at Ill? 45"} Annual General Meeting lAGMl by electronic means and the busmess may be transacted through as voting services, The faClllIy oi Eastlng the votes by the members usmg an electronic voting system from ^a place

other than venue or the AGM ("remote e~votlng"l will be provided bycentralDepositoryServicesLimitedlcnsti,

The lacllity for voting through ballot paper shall be made available at the AGM and the members who attendrng the meeting have not casttheir vote by remote e-voting shall be able to exercrsetheirrightatthemeetingthrough ballotpaper,

The members who have cast their vote by remote e-voting prlor tothe AGM may also attend the AGM butshall not be entitled to casttheirvoteagain

The remote e-yoting penod commences on 24th September, ²⁰¹⁸ lmtoo am] and ends on 27th SeptembeanS (5:00 pm). burrng this period members' or the Company, holding shares eitherln phySicalform orindematerializedl0rrn,asonthecutro€f date or 215! september, 2018, may cast their vote by remote e~ voting. Theremotee-voting module shall bedisabled bchstor votrng thereafter Once the ypte on ^a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The instructionsforVotingthrough electronicmeans areas under:

i, The shareholders should log on to the enlisting website wwweyotingindiacom,
ll, Clickonshareholders.
NowenteryourUseriD
a) ForCDSLzlfidlgitsbeneficiarle,
b) rorNSDL.scharacterDPlbiollowedbyaDigitsclientlD,
c) Members holding shares in Physical rorm should enter roiio Numberregisteredwiththecompany.
iv, Next enter the Image verification as displayed and Click on Login,
^v if you are holding shares in demat form and had logged on to www evotingindiatom and voted on an earlier vutrng or any company, then your existing password isto be used,

vi ifyou areorirsttime user roliowthestepsgiven below

For Members holding shares in Demat Farm and Physical Form

PAN: Enter your ¹⁰ digit alphanumeric 'PAN issued by lncnmc Tax Department (Applicable for both demat Shareholders as well as physicalsharehaldersl

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is provided through separate letter attachedvvithAnnual report

DWldefld Bank Details OR Date of Eirth (DOB) Enterthe Dividend Bank Details or Date or Btnh lln dd/rnrn/yyyytormat) as recorded In your demat account or in the company records in order to lugln.

if both the detalls are not recorded with the depository or company please enter the member id / iolio number In the Diyrdend Eankdetallsfieldasmentiunedininstructionlvl

vii. Afterenteringthesedetailsappropriatelyclltkon"SUEMIT"tab.

Vlllt Members holdlng shares in physical form wrll than dlredly reach the Company seiection screen, However, members holding shares in demat form will now reach 'Password Creatlan' menu wherein they are required to mandatonly 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 or any other company on which they are eligible to vote, provided that company opts for enyoting through CDSL platform. it is strongly recommended not tushare Ycur password with any other person and take utmost care to keep your

password confidential.

For Members holding shares in physical form, the details ix. can be used only for e-voting on the resolutions contained
Click on the EVSN for the relevant Company Name i.e. KM Sugar Mills Limited on which you choose to vote.
xi. 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.
xii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
xiii. 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.
xiv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
xv. You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
xvi. 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.
xvii. 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. xviii. Note for Non-Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
A scanned copy of the Registration Form bearing the $\circ$ stamp and sign of the entity should be emailed to [email protected]. $\circ$
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 should be mailed to $\circ$ [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of $\circ$ 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.
xix. Any person, who acquires shares of the Company and

become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. may follow the same instructions as mentioned above for e-Voting.

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]
xxi. A member may participate in the AGM even after exercising his/ her right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
xxii. 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 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
xxiii. Mr. Amit Gupta, Practicing Company Secretary, Lucknow, (Membership No. FCS 5478 CP No. 4682) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
xxiv. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "remote e-voting" or "Ballot Paper" or "Polling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-
xxv. The Scrutinizer shall after the conclusion of voting at the 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.
xxvi. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.kmsugar.com and on the website of CDSL www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges viz. Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

By the Order of the Board For K. M. Sugar Mills Ltd.

Rajeev Kumar Company Secretary

Place: Lucknow Dated:: 07-08-2018

EXPLANATORY ANNEXURE TO THE NOTICE STATEMENT PURSUANT TO SECTION ¹⁰² OF THE COMPANIES ACT, ²⁰¹³

ing held on 12.02 2018, ifiedinthe Com ant and Regulation ¹⁷ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. He Is lnHZperietjeAnctt'tgotll'i:

his expertise in specific functional areas Regulations, ²⁰¹⁵ and pursuant to nySecretaries of India and approved by

appointment.

None of the other Directors and Key Management Personnel of the Company or their relatives are in any way concerned or interested, Profile: Dr. ^S financiallyorotherwise E in the resolution setoutat Item No. S. Slngh

Dr. 5.8 Singh is ^M SC lAgriculture),Pn.D. in Genetics and Plant Breeding and has been awarded Gold and Silver medal for owing the highest position In plant breeding and genetics He is working as ^a Director in Science Education Research DevelopmentAssoclation, Lucknow, UP He also worked as the advisor in Sugar industries i.e Balrampur Chini Mills, Triveni Group and Birla Group wherein he was responsible for development of agriculture through training and farmerfaiis, Presently, he is on the Board ofthe Company and provides critical suggestions on technical matters. He holds nil in 00%) eqmty shares in the Company, Item no.6

The Boa'd or' Directors aporoved the eppomtment of M/s, Aman Maiviya & Associates, Cost Accountants, Lucknow, as ³ Cost Auditor of the Company for conducting cost audit for the financial year ^2018719 in the rerenartment thereof tortlie time being in forcel, oftne Comoany

The Board recommends resolution set out in item Resolutlon. no. ⁶ of the notice for approval and ratification to the members as an Ordinary

None ofthe other Directors or Ke otherwise lnthis resolution, ^y Managerial Personnel oithc Compaiiyortheir relatives are concerned or interested financially or

By the Order of the Board For K. M. sugar Mllls Ltd.

Rajeev Kumar 3122-51333"

Manama

	Nameofihe Director	Qualification ,	Directurshipofotner l	Committee		Appendix -A
		'	Companies /	position , held in l other companies	Professional/ expertise	Nos.ofshares held Relationship between directors
	Mr, Sanjay Jhunjhuriwaia iDiN~01777954l	B. Com., MBA. from U.K. l l l ' l ' '-	' Shri Shakli Credits Ltd., '~Progressive Dealer Pvt, l Ltd., '7 Promising LUgiSlIC Pvt, Ltcl., '-Jiiunihunwala Securities Pvt. Ltd., '- Thermocraft (lndia) Pvt. Ltd '- Prakasii Properties Pvt. Ltd" l '- l Brahma Properties l l Pvt. Ltd., '7 KM Spirits And Allied industries Limlled' Marvel Eusmess Pvt Ltd.,	l '	Has vast experience in Finance and i Taxation and l operational management of sugar industry	interse 2494600 Nos, or Equity shares (Pledged with Bank) Related with Shri L.K. Jhuniliunwala and Shri Aditya Jhunjhunwala
	Mr. S.C Aganival (DlN702461954)	B,Sc. From National l , Sugar institute	Nil l ,	Nil	l Has vast Experience of l Sugar Technology and leadership skilis in heading	8.5:. from the National Sugar Institute
Dr.	Surendra Banadur Singn	M. Sc, (Agri) ., Ph.D. in Genetics and i Plant Breeding '	Nil i ' ' l	" Nil J i.e '	the Company l Has vide l experience of 46 years and has been working as 3 Director in Science Education Research Dev Asson. Lucknow, UP. A lso worked as the adviser in Sugar Industries Balrampur Chirii Mills, Trlvenl Group and Birla Group. Deveiopment of agriculture through training

# Regd. Office: ^K ^M SUGAR MILLS LIMITED ClN: ¹¹ MOT] BHAWAN COLLECTOR GANJ, KANPUR, Uttar Pradesh- ²⁰⁸⁰⁰¹ L15421UP1971PL5003492 E-MAIL: Phone: [email protected] 0512-2310762; 0522-4079551 ATTENDANCE SLIP \

PLEASE FILL ATTENDANCE SLIP AND HAND lT OVER AT THE ENTRANCE OF THE MEETING HALL Jolnt shareholders may obtain additional Slip at the venue of the meeting.

	Imam—Imm-

		No. orsHAREs

( Name and address of the Shareholder / Proxy) hereby record my presence at the 45th ANNUAL GENERAL MEETlNG ofihe Company held on Friday, 28th day of September, ²⁰¹⁸ at ¹¹⁰⁰ amet 11-Muti Bhawan, Collectoream, KanpurVZUSOOHUFJ, '

Signature of Sharehwlder/ Proxy

Note 'Applicableforlrwealorsholdmgsharesll'leIeCtmnleom'l. :-

1, Please completethis attendanceslipand hand overnatthe entrance oi the meeting venue. ² only shareholders 0f the Company or XhElI'

Farm Nor MST-11 Proxy form [Pursuant to sectionwslsl of the Campanies Act, 2013andrule (Management 19(3) of the Companies and Administration) Rules,2014] ClN :L15421UP1971PLC003492 Nameurlhecompany 'KMSUGAR MILLS LlMlTED Registered office '11 ,

Name of the member (5) Registered address	Mot: Bhayan,	Callector Ganj Kanpur-208001IU.R) 'FOIID ND/ Clien' Id	—
\ \ l/We, beingme memberlslaf 1) 2) 3) and whose slgnaturels) are appended below theAnnualgeneral meeting Bhawan. Collectur Gan},Kanpur-208001(U " below: i wish myabove	\ \ shares nllhe above Address Address Address ofthe campahv, Rland at any Proxyto vote in the manneras	\ x named company, herebyappointv havinge~mallld hayinge-mailrd having e-rnall id as my/aur proxy to attend and votelon a poll) to be held on the on Friday, 28th day adjournment thereofin	,Urfalllnghlm ;orfarllnghlm for me/us and on mv/uur behalrat ofSeptember, 2018 at11.00a.mrat117Moti respect of such resolutions as are indicated

2)		havinge~mallld
3)	Address	hayinge-mailrd	,Urfalllnghlm
	Address		;orfarllnghlm

No.	Matter of resolution
			VOTE
$\mathbf{1}$	To receive, consider and adopt the Directors' Report and Audited Profit & Loss Account for the year ended 31 ^st March, 2018 and the Balance Sheet as at that date together with the Auditors Report thereon.	For	Against	Abstain
$\overline{2}$	To reappoint Shri Sanjay Jhunjhuwala as Whole Time Director, who retired by rotation.
3.	To reappoint Shri S.C Agarwal as Whole-Time Director, who retired by roation.
4.	To ratify the appointment of M/s. Agiwal & Associates, Chartered
5.	Accountants, New Delhi, Statutory Auditors of the Company. To appoint Dr. Surendra Bahadur Singh, as an Independent Director.
6.	Approval of remuneration of the Cost Auditors

ANALLES

Signed this...... day of.........2018

Signature of shareholder

Signature of first proxy holder (s)

Notes:

(1) The proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before
the commencement of the Meeting.

(2) A Pietro not be a member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of

the Company carrying voti

a single person as proxy and such person shall not act as a proxy for any other person or shareholder. ** (4) This is only optional. Please put a

Affix revenue stamp

Route map of the registered office of K.M SUGAR MILLS LIMITED at 11 - MOTI BHAVAN, COLLECTOR GANJ, KANPUR-208001 (U.P.)

AI assistant

K. M. Sugar Mills Ltd. AGM Information 2018

60436_rns_2018-09-07_27555263-63bd-4623-bd92-c3207beda5b2.pdf