Milkfood Ltd. — Proxy Solicitation & Information Statement 2020

Jan 10, 2020

MILKFOOD LIMITED

5th Floor, 91, Bhandari House, Nehru Place, New Delhi-110 019 Ph.: 26460670-4 / 26463773 Fax : 011-26460823 E-mail : milkfoodltd@milkfoodltd.com, Website : www.milkfoodltd.com

CIN : L15201PB1973PLC003746

MFL\SCY\2019-20

10th January, 2020

The Manager (Listing) The BSE Limited 1st Floor, New Trading Ring, Rotunda Building P J Towers, Dalal Street, Fort, Mumbai-400 001

Sub: Notice of Extra-Ordinary General Meeting Scrip Code No.: 507621

Dear Sir,

We would like to inform you that Extra-Ordinary General Meeting of the Company is scheduled to be held on Friday, the 7 February, 2020 at 9.00 a.m. at the registered office of the Company at Bahadurgarh, Distt. Patiala, Punjab. Please find enclosed herewith Notice of Extra-Ordinary General Meeting of “Milkfood Limited”.

This may be taken as due compliance of Regulation 30 of SEBI (Listing Obligations and Disclosures) Regulations, 2015.

You are requested to take the same on your records.

Thanking you,

Yours faithfully, For MILKFOOD LIMITED

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(Rakesh Kumar Thakur) Company Secretary

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Encl: As above
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Regd. Office : P.O. Bahadurgarh-147021 Distt. Patiala (Punjab) Phones : 0175-2381404 / 2381415 Fax : 0175-2380248

MILKFOOD LIMITED

CIN : L15201PB1973PLC003746

Regd. Office: P.O. Bahadurgarh, Distt. Patiala (Punjab) - 147021 Ph: 0175-2381404/2381415 Fax: 0175-2380248 Email: milkfoodltd@milkfoodltd.com, Website: www.milkfoodltd.com

EXTRA-ORDINARY GENERAL MEETING NOTICE

NOTICE is hereby given that the Extra-Ordinary General Meeting of the Members of Milkfood Limited will be held at the Registered Office of the Company at Bahadurgarh, District Patiala – 147021, (Punjab) on Friday, the 7[th] February, 2020 at 9.00 A.M. to transact the following business:

SPECIAL BUSINESS

To consider and if thought fit, to pass, with or without modification(s) the following Resolution as an Ordinary Resolution: To approve reclassification of M/s. Blue Skies Investments Private Limited and M/s. Snowhite Holdings Private Limited forming part of the Promoter Group from “Promoter and Promoter Group” category to “Public” category.

“RESOLVED THAT pursuant to the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable provisions, if any, of the Companies Act, 2013, and subject to necessary approvals from the SEBI, Stock Exchanges and other appropriate statutory authorities as may be necessary, and further subject to such terms, conditions, stipulations and modifications as may be prescribed, imposed or suggested by any of the concerned Authorities while granting such approvals, permissions or consent as may be necessary or which may be agreed to, by the Board of Directors of the Company, approval of the members be and is hereby accorded to reclassify the following person(s) / entity(ies) (hereinafter severally and jointly referred to as the applicants) from “Promoter and Promoter Group”category to “Public” category with effect from 15[th] September, 2019, being the date of intimation received by the Company–

Name of the Shareholders	No. of Equity Shares of the Company held(Face value Rs. 10/- each)	Percentage of shareholding / votingrights
M/s. Blue Skies Investments Private Limited	25250	0.52
M/s. Snowhite Holdings Private Limited	23000	0.47
Total	48250	0.99

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board may in its absolute discretion deem fit without being required to seek any fresh approval of the shareholders of the Company and to settle all questions, difficulties or doubt that may arise in this regard and take all other steps which may be incidental, consequential, relevant or ancillary in this connection.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred by above resolution to any Director(s) or to any committee of Directors or any other officer(s) of the Company or any other person as the Board may in its absolute discretion deem appropriate and to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to the aforesaid resolution.”

Place: New Delhi Date: 20[th] December, 2019

By Order of the Board For MILKFOOD LIMITED Sd/- Rakesh Kumar Thakur Company Secretary Membership No: F-9809

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE MUST BE DULY

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COMPLETED, STAMPED, SIGNED AND MUST BE SENT TO THE COMPANY SO AS TO REACH AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE MEETING.

Pursuant to the provisions of section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying 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 a proxy for any other person or shareholder. Proxy Form is enclosed.

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto and forms part of the Notice.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 1[st] February, 2020 to 5[th] February, 2020 (both days inclusive).

3. Corporate Members intending to send their authorised representatives to attend the meeting are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Extra-Ordinary General Meeting (EGM).

4. In case of joint holders attending the EGM, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the meeting.

6. Members/Proxies attending the meeting are requested to bring the Attendance Slips (duly completed) in the meeting.

7. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made thereunder, electronic copy of the Notice of the EGM of the Company inter alia indicating the process and manner of e-Voting along with Attendance Slip and Proxy Form 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 copy of the Notice of the EGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

9. Members may note that the Notice of the EGM will also be available on the Company’s website www.milkfoodltd.com.

10. Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again in the meeting.

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• The route map showing directions to reach the venue of the EGM is annexed.

Voting through electronic means:

• a) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolution proposed to be considered at the Extra-Ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-Voting Services.

• b) The facility of casting the votes by the members using an electronic voting system from a place other than the venue of the EGM (“remote e-voting”) will be provided by the Central Depository Services (India) Limited (“CDSL”). The e-voting facility will be available at the link www.evotingindia.com.

• c) The remote e-voting period begins on 4[th ] February, 2020 at 9.00 a.m. and ends on 6[th ] February, 2020 at 5.00 p.m. During this period shareholders of the Company holding shares either in physical form or in dematerialized form as on 31[st ] January, 2020 being the cut-off date (record date) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• d) A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on 31[st ] January, 2020 (the “Cut-off Date”) only shall be entitled to vote through remote e- voting and at the EGM.

• e) At the venue of EGM, voting shall be done through ballot papers and the members attending EGM who have not cast their vote by remote e-voting shall be entitled to cast their vote through Ballot papers.

• f) The Notice of the Extra-Ordinary General Meeting (EGM) of the Company inter alia indicating the process and manner of e-voting process along with printed attendance slips and proxy forms can be downloaded from the link www.milkfoodltd.com or www.evotingindia.com

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• g) A person who is not a member of the Company as on the cut-off date should treat this Notice for the information purposes only.

• h) Members holding multiple folios/demat accounts may choose the voting process separately for each folio/demat account.

• i) The voting rights of the members shall be in proportion to the paid up value of their shares in the equity capital of the Company as on the cut-off date.

• j) A member can opt only one mode of voting i.e. either in person or through proxy at the meeting or through remote e voting.

• k) The Company has appointed Mrs. Kamlesh Gupta, Company Secretary, as ‘scrutinizer’ (the “Scrutinizer”), to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

• The Scrutinizer shall after the conclusion of voting at the EGM, 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 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.

The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company at www.milkfoodltd.com and on the website of the CDSL e-Voting www.evotingindia.com . The results shall also be immediately forwarded to the BSE Limited, Mumbai.

THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:-

• (i) The shareholders/Members should log on to the e-voting website www.evotingindia.com.

• (ii) Click on Shareholders/Members.

• (iii) 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.

• (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.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• (vi) 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/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.Sequence number is printed on Attendance Slip. • 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.
Dividend Bank DetailsORDate 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 (iii).

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) 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.

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• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN of Milkfood 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 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.

• (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. 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.

• (xviii) Note for Non - Individual Shareholders and Custodians:-

• 1 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.

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

• 3 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.

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

• 5 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.

Any person who acquires shares of the Company and become member of the Company after despatch of the notice and holding shares as on the cut off date i.e. 31[st] January, 2020 may follow the same instructions as mentioned above for e-voting.

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 helpdesk.evoting@cdslindia.com. Or contact to Mr. Rakesh Dalvi, Manager, Contact No. 1800225533, Address: Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (E), Mumbai – 400013.

Explanatory Statement in respect of Special Business pursuant to Section 102 of the Companies Act, 2013: ITEM NO. 1 OF THE NOTICE:

Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides a mechanism regarding reclassification from “Promoter and Promoter Group” category to “Public” category. In terms of the said Regulation, on 15[th] September, 2019 the Company received intimation from the following person(s) / entity(ies) (hereinafter individually and jointly referred to as the applicants) for reclassification them and their shareholding from “Promoter and Promoter Group”category to “Public” category with effect from 15[th] September, 2019, being the date of intimation received by the Company–

Name of the Shareholders	No. of Equity Shares of the Company held(Face value Rs. 10/- each)	Percentage of shareholding / votingrights
M/s. Blue Skies Investments Private Limited	25250	0.52
M/s. Snowhite Holdings Private Limited	23000	0.47
Total	48250	0.99

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On the basis of the intimation received by the Company and pursuant to the provisions of Regulation 31A(3)(b) of the SEBI Listing Regulations, 2015, the aforesaid shareholders seeking reclassification have confirmed that -

• i) They, together do not hold more than ten per cent of the total Voting Rights in the Company;

• ii) They do not exercise control over the affairs of the Company directly or indirectly;

• iii) They do not have any special rights with respect to the listed entity through formal or informal arrangements including through any shareholder agreements;

• iv) They do not represent on the board of directors (including not having a nominee director) of the Company;

• v) They do not act as a key managerial person in the Company;

• vi) They are not ‘wilful defaulters’ as per the Reserve Bank of India Guidelines;

• vii) They are not fugitive economic offenders.

Further, the aforesaid shareholders have confirmed that subsequent to reclassification, they would continue to comply with the requirements as mentioned in Regulation 31A(4) of the SEBI Listing Regulations, 2015.

The said request for reclassification was considered by the Board of Directors at its meeting.

The said resolution requires members’ approval by way of Ordinary Resolution, and also requires the stock exchange’s approval.

After receipt of the necessary approvals, Promoters’ shareholding in the Company would be 49.12%.

Accordingly, the Board recommends the resolution set out at Item No. 1 of the Notice, for the approval of the members by way of an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company, or their respective relatives is in any way concerned or interested in the resolution set out at Item No. 1 of the Notice.

By Order of the Board For MILKFOOD LIMITED

Sd/-

Place: New Delhi Date: 20[th] December, 2019

Rakesh Kumar Thakur Company Secretary Membership No: F-9809

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EGM VENUE ROUTE MAP

Bahadurgarh, Distt. Patiala (Punjab)-147021

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MILKFOOD LIMITED

CIN : L15201PB1973PLC003746

Regd. Office: P.O. Bahadurgarh, Distt. Patiala (Punjab) - 147021 Ph: 0175-2381404/2381415 Fax: 0175-2380248 Email: milkfoodltd@milkfoodltd.com, Website: www.milkfoodltd.com

FORM NO. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN:	L15201PB1973PLC003746	L15201PB1973PLC003746	L15201PB1973PLC003746
Name of the Company:	MILK FOOD LIMITED
Registered Office:	P.O. Bahadurgarh-147021, Distt. Patiala(Punjab)
Name of the member(s)
Registered Address:
E-mail Id
Folio No/Client Id		DP ID
I/We, being the member(s) of Milkfood Limited holding .......................... shares of the above named company, hereby appoint 1. Name.......................................................................... E-mail id..................................................................................... Address...................................................................... ................................................................................... Signature...............................................................or failing him 2. Name.......................................................................... E-mail id..................................................................................... Address...................................................................... ................................................................................... Signature...............................................................or failing him 3. Name.......................................................................... E-mail id..................................................................................... Address...................................................................... ................................................................................... Signature...............................................................or failing him

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 Friday, the 7[th] February, 2020 at 09.00 A.M. at the Regd. Office of the Company at P.O. Bahadurgarh147021, Distt. Patiala (Punjab) and at any adjournment thereof in respect of such resolution as indicated below:

Resolution No. as per Notice.

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Item No. Resolutions Type of Resolution For Against
1. To approve reclassification of M/s. Blue Skies Investments Private Ordinary
Limited and M/s. Snowhite Holdings Private Limited forming part
of the Promoter Group from “Promoter and Promoter Group”
category to “Public” category.
Signed this ..................... day of ........................ 2020
Affix a
Revenue
Signature of Shareholder ............................................................
Stamp
Signature of Proxy holder(s) .......................................................
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Note: This form of 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.

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MILKFOOD LIMITED

CIN : L15201PB1973PLC003746

Regd. Office: P.O. Bahadurgarh, Distt. Patiala (Punjab) - 147021 Ph: 0175-2381404/2381415 Fax: 0175-2380248 Email: milkfoodltd@milkfoodltd.com, Website: www.milkfoodltd.com

Folio No./DP ID/ Client ID No. No of Shares Held

ATTENDANCE SLIP

I/We record my/our presence at the Extra-Ordinary General Meeting of the Company to be held at the Regd. Office of the Company at P.O. Bahadurgarh-147021, Distt. Patiala (Punjab) on Friday, the 7[th] February, 2020 at 09.00 A.M.

NAME OF THE SHAREHOLDER(S) (in Block Letters) SIGNATURE OF THE SHAREHOLDER(S) NAME OF THE PROXY (in Block Letters) SIGNATURE OF THE PROXY

NOTE: You are requested to sign and hand over this slip at the entrance of the meeting venue.

The Electronic Voting Particulars are as follows:

EVSN	USER ID	SEQUENCE NO.
200106001