M.P. Agro Industries Ltd.

Registered Office: 924, 9 Floor, Fortune Tower,Sayajigunj, Vadodara – 390020. Email Id: [email protected] Website: www.mpagroindustries.in. Phone no.: 0265-2363280, +91 – 6358761061 CIN: L24123GJ1975SGC106981

SAMRUDDHI

Dt.: 04.09.2020

To,

Corporate Filing, Bombay Stock Exchange Limited,

P J Towers, Fort,

Mumbai

SUB: Notice of 44[th] Annual General Meeting (AGM)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of 44[th] Annual General Meeting of the Members of the Company scheduled to be held on Saturday, the 26[th] September, 2020 at 03.00 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The Notice and the Annual Report are also uploaded at the website of the company www.mpagroindustries.in

Take the same on your records.

Thanking you,

Yours faithfully,

For M. P. Agro Industries Limited

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Shamim Sheikh Director DIN 02528327

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M. P. Agro Industries Limited

CIN No – L24123GJ1975SGC106981

44[th]

Annual General Meeting

Annual Report 2019-2020

44[th] Annual Report M. P. AGRO INDUSTRIES LIMITED

BOARD OF DIRECTORS

MS. RAFIQUNNISA MERCHANT DIRECTOR MS. SHAMIM SHEIKH CHAIRPERSON MR. YUNUS R. MEMON MANAGING DIRECTOR MS. SABA SULTANA MEMON INDEPENDENT DIRECTOR MR. CHATUR C. PATEL INDEPENDENT DIRECTOR (Expired on 25.07.2020)

COMPANY SECRETARY

Ms. Neeti Kashyap Company Secretary

(w.e.f. 01.01.2020)

AUDITORS

M/s Parikh Shah Chotalia & Associates.

Chartered Accountants

1-Gangotri Apartment, 9-Haribhakti Colony, Beside Race Course Post Office, Race Course Circle, Vadodara – 390 007

REGISTRAR & SHARE TRANSFER AGENT (RTA)

Link Intime India Pvt. Limited,

B-102 & 103, Shangrila Complex, 1st Floor, Near, Radhakrishna Char Rasta, Akota, Vadodara

BANKERS

HDFC Bank – Vadodara State Bank of India (SBI) – Vadodara Dhanlaxmi Bank – Vadodara Axis Bank - Vadodara

REGISTERED OFFICE

C/o. Bharat Equity Services Ltd. 924, 9[th] Floor, Fortune Tower, Sayajigunj, Vadodara - 3900020 Ph.: 0265 – 2363280, 6358761061 Email: [email protected], Website: www.mpagroindustries.in

NOTICE TO MEMBERS

Notice is hereby given that the FORTY FOURTH ANNUAL GENERAL MEETING of the Members of M.P. AGRO INDUSTRIES LIMITED will be held on Saturday, the 26[th] September, 2020 at 03:00 p.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. Adoption Of Audited Standalone Financial Statements:

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors and the Auditors thereon.

2. Appointment of a Director:

To appoint a Director in the place of Mrs. Rafiqunnisa Merchant (DIN: 07758223), who retires by rotation and, being eligible, seeks re-appointment.

SPECIAL BUSINESS:

To consider and if though fit to pass, with or without modification(s) following Resolution as an Ordinary Resolution for Re - appointment of Mr. Yunus R. Memon (DIN 01094396) as Managing Director.

“RESOLVED THAT in accordance with the provisions of section 203, 197 and all other applicable provisions, if any, of the Companies Act, 2013 and subject to the limits specified in schedule V to the said act, the Company hereby approves the re-appointment and payment of remuneration to Mr. Yunus R. Memon as Managing Director of the company from 1[st] June, 2021 to 31[st] May, 2024 on the remuneration and terms and conditions as set out in the agreement to be entered into between the Company and the appointee, and a draft of which is placed before this meeting and the remuneration as set out in the explanatory statement (which covers main points of agreement) forming part of this notice is hereby specifically sanctioned and approved with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment so as not to exceed the limits specified in Schedule V to the Companies Act, 2013 without any further reference to the company in General Meeting and as may be agreed to between the Board and the appointee.

“FURTHER RESOLVED THAT in the event of no profits or inadequacy of profits the remuneration payable to the appointee as Managing Director of the Company by way of salary and perquisites shall not exceed the limits specified in section II of part II of schedule V.”

“FURTHER RESOLVED THAT the Board of Directors of the company be and is hereby authorised to take such steps as may be necessary to give effect to this resolution.”

	By Order of the Board,
	Sd/-
Place: Vadodara	Shamim Sheikh
Date: 20.08.2020	Director

44[th] Annual Report M. P. AGRO INDUSTRIES LIMITED

NOTES

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as venue voting system on the date of the AGM will be provided by CDSL.
In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Process for those shareholders whose email ids are not registered:
a) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .
b) For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id .

THE INSTRUCTIONS FOR SHAREHOLDRES FOR REMOTE VOTING ARE AS UNDER:

(i) The voting period begins on Wednesday, 23[rd] September, 2020 at 9:00 A.M. and ends on Friday, 25[th] September, 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 the cut-off date 18[th] September, 2020 of

may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com. (iv) Click on Shareholders.
(v) 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.

(vi) Next enter the Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (viii) 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 sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field. 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).	(vi) Next enter the Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (viii) 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 sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field. 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).
	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 sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.
Dividend Bank Details ORDate 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).

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

(x) 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.

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

(xii) Click on the EVSN for the relevant M. P. Agro Industries Limited on which you choose to vote.

44[th] Annual Report M. P. AGRO INDUSTRIES LIMITED

(xiii) 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.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) 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.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) 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.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting. 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.

THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ON THE DAY OF THE AGM ON e-VOTING SYSTEM ARE AS UNDER: -

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available in the AGM.
If any Votes are cast by the members through the e-voting available during the AGM and if the same members have not participated in the meeting through VC/OAVM facility , then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members participating in the meeting.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e- Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected].
Shareholders who would like to express their views/have questions may send their questions in advance 10 days prior to meeting mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

(xx) 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 Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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 [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 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.
Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
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] or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call 1800225533.

Place: Vadodara Date: 20[th] August, 2020

By Order of the Board, Sd/Shamim Sheikh Chairman

44[th] Annual Report M. P. AGRO INDUSTRIES LIMITED

Explanatory Statement

Pursuant to Section 102 of the Companies Act, 2013

Item No. 4

The Board of Directors of the Company at its meeting held on 20[th] August, 2020 has re-appointed Mr. Yunus R. Memon (DIN 01094396) as Managing Director of the Company for the period of three years i.e. from 1[st] June, 2021 to 31[st] May, 2024.

The remuneration and terms and conditions of the said appointment was approved by the meeting of Board of Directors held on 20[th] August, 2020. The terms and conditions and remuneration are within the ceiling of Schedule V to the Companies Act, 2013 which requires the approval of the members by way of passing ordinary resolution in the Annual General Meeting. Hence, this Ordinary Resolution is recommended by Board for your approval.

The agreement to be entered into between the Company and the appointee, after approval of the shareholders, inter alia, contains the following particular terms and conditions;

Period of Agreement: Three years from 1[st] June, 2021 to 31[st] May, 2024.

Salary: Rs. 16,700 (Rupees Sixteen Thousand Seven Hundred only) per month with increments every year with mutual understanding of the Board and the Managing Director.

PERQUISITES: No Perquisites shall be allowed in addition to salary

Other terms and conditions

The total payment of remuneration to the Managing Director is subject to the overall ceiling laid down in schedule V to the companies Act, 2013 and in no case it shall exceed the ceiling prescribed.
The remuneration and terms and conditions of this appointment of Managing Director may be varied from time to time subject to the conditions of Schedule V to the Companies Act, 2013, as may be agreed to between the Board and the appointee.
If at any time the Managing Director ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and this agreement shall terminate forthwith.
The Managing Director is appointed by virtue of his Directorship in the Company and his appointment is subject to the provisions of Section 167 of the Companies Act, 2013.
This agreement may be terminated by either party, by giving to the other party, three months' notice.
The appointee shall also be entitled to reimbursement of expenses actually and properly incurred by him for the business of the Company.
The appointee shall not be liable to retire by rotation at the Annual General Meeting so long as he continues to hold this office.
The appointee shall not be entitled to sitting fees for attending meeting of the Board of Directors or committees thereof.

None of the Directors of the company are concerned or interested in the said resolution since they are related to the appointee. None of the other Directors of the Company is in any way, concerned or interested in the said resolution.

The draft of the Agreement to be entered into between the Company and the appointee is available for inspection of the members at the Registered Office of the Company on any working day up to the date of this meeting.

This may be treated as an abstract of the agreement proposed to be entered into between the Company and the appointee pursuant to Section 190 of the Companies Act, 2013.

The Board recommends this resolution for approval of the shareholders.

By Order of the Board, Sd/-

Place: Vadodara Date: 20[th] August, 2020

Shamim Sheikh Chairperson

44[th] Annual Report M. P. AGRO INDUSTRIES LIMITED

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT OR VARIATION IN TERMS OF REMUNERATION AT THE ENSUING ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings)

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Name of the Director Mrs. Rafiqunnisa Maqsood Merchant Mr. Yunus Rashidbhai Memon
DIN 07758223 01094396
Item No. 2 3
Date of Birth August 11, 1962 February 02, 1973
Date of first appointment on March 02, 2017 August 01, 2004
Board
Qualifications and Expertise Mrs. Rafiqunnisa Merchant is Mr. Yunus Memon is having
daughter of our Promoter Director Rich experience in marketing,
Mr. Abdul Razak Dhanani. She is administration, and
graduated in Commerce and having management
experience in the field of finance and
service industry.
Details of remuneration last Details of remuneration is provided in Details of remuneration is
drawn Report on Extracts of Annual Return in provided in Report on Extracts
(FY 2019-2020) form MGT 9 forming a part of Annual of Annual Return in form MGT 9
Report for the FY 2019-20. forming a part of Annual Report
for the FY 2019-20.
Directorships held in other 1. Liberty Fertilizers Limited 1. Liberty Fertilizers Limited
public companies 2. Liberty Construction and Leasing 2. Liberty Construction and
Limited Leasing Limited
3. Bhavnagar agro industries Limited 3. Bhavnagar agro industries
4. Bharat Equity Services Limited Limited
5. Sayaji Airways Limited 4. Bharat Equity Services
6. Monalisa Software Exports Limited Limited
7. Kruger Chemicals Limited 5. Sayaji Airways Limited
6. Monalisa Software Exports
Limited
Memberships/ Chairmanships None None
of Committees in other public
Companies.
Number of Board Meetings 6 7 (All the Board Meetings were
attended during financial year. attended)
Relation with other Directors & Mrs. Rafiqunnisa Merchant is sister of Not related to any of the
Key Managerial Personnel Mrs. Shamim Sheikh, Director of our Directors, Managers and KMP.
(KMP) of the Company.
Company
No of shares held in the 526110 (Five Lakhs Twenty Six NIL
Company Thousand One Hundred Ten Equity
Shares)
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M.P. Agro Industries Ltd. AGM Information 2020

61419_rns_2020-09-05_0daf5a77-d3e2-4fc1-bf06-9fe802cc9d8f.pdf