Palash Securities Limited — AGM Information 2019

Aug 9, 2019

PALASH SECURITIES LIMITED CIN -— L74120UI'2015PLC069675 REGD. OFFICE -P.0. HARGAON, DIST SITAPUR OLE), PIN — 261 121 Phone No. (05862) 256220-221; Fax No.: (05862) 256 225 E-mail — Ea|ashsecurities@birlasugar.org; Wehsite-www.birla-sugar.com

PSL/SE/2019-20/

The Manager The Manager Listing Department Listing Department National Stock Exchange of India Limited BSE Ltd. 'Exchange Plaza' 1st Floor, New Trading Ring C - 1, Block G Rotunda Building Bandra—Kurla Complex PJ. Towers Bandra (E) Dalal Street, Fort Mumbai 400051 Mumbai—400 001 Symbol: PALASHSECU Security Code: 540648

20 9th August, 2019

Sub: Intimation of Book Closure, e-voting and the ensuinaT Annual General Meeting 1AGM|

Dear Sir,

This is to inform you that the 5th Annual General Meeting (AGM) of the Company will be held on Monday, 2nd September, 2019 at the Registered Office of Company at PO. Hargaon , Dist.- Sitapur, Uttar Pradesh — 261 121 at 10.00 AM.

The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 27th August, 2019 to Monday, 2nd September, 2019 (both days inclusive) for the purpose of ensuing 5th Annual General Meeting of the Company, being convened on Monday, 2nd September, 2019, inter-alia, to consider the business as set out in the Notice of the 5"" AGM dated 10th May, 2019.Copy of Notice convening the AGM is enclosed herewith for your records.

The Cut-off date for ascertaining the members who shall be eligible to cast vote through the process of e—voting on the resolutions covered by the aforesaid AGM Notice is 262h August, 2019.

We are also arranging to upload the Notice of AGM on the Company's website www.birla-sugar.com/www.palashsec.com.

Thanking you

Yours faithfully, For alash Securities Limited

Encl: a/a

Palash Securities Limited

CIN : L74120UP2015PLC069675

Registered Offi ce: P.O. Hargaon, Dist. Sitapur (U.P.), Pin – 261 121 Email: palashsecurities@birlasugar.org Website: www.birla-sugar.com Phone (05862) 256220 Fax (05862) 256225

NOTICE

Notice is hereby given that the Fifth Annual General Meeting (AGM) of the members of PALASH SECURITIES LIMITED will be held on Monday, 2nd September, 2019 at 10.00 am at the Registered Offi ce of the Company, at P.O Hargaon, Dist Sitapur, Pin – 261121, to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt:

• a) the Audited Standalone Financial Statements of the Company for the year ended 31st March, 2019 and the Reports of the Directors and Auditors thereon.
• b) the Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2019 and the Reports of the Auditors thereon.
• 1. To elect a Director in place of Mrs. Shalini Nopany (DIN: 00077299), who retires by rotation and, being eligible, seeks re-appointment.

By Order of the Board of Directors For Palash Securities Limited

	Mayuri Raja
Place : Kolkata	Company Secretary
Dated : 10th May, 2019	ACS-26022

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fi fty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. A member holding more than ten percent (10%) of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or shareholder.

• 1. The instrument of Proxy in order to be eff ective, should be deposited at the Registered Offi ce of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, body(ies) corporate, societies etc., must be supported by an appropriate resolution/authority, as applicable.
• 1. Route map of the AGM venue, pursuant to the Secretarial Standard on General Meetings, is also annexed.
• 1. Proxy holder shall prove his identity at the time of attending the Meeting. A Proxy Form which does not state the name of the Proxy shall be considered invalid
• 1. The Register of the Members and Share Transfer of Books of the Company will remain closed from Tuesday, 27th August, 2019 to Monday, 2nd September, 2019 (both days inclusive), for the purpose of Annual General Meeting (AGM).
• 1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a certifi ed copy of the Board Resolution to the Company authorising their representative to attend and vote on their behalf at the Meeting.

• Particulars in respect of the director retiring by rotation seeking retairment at the AGM, forms part of the Notice

• 1. Members are requested to bring their attendance slip along with their copy of the Annual Report to the Meeting
• 1. Members are requested to notify the change in their addresses, if any, to the Company or its Registrar & Share Transfer Agent. Members holding shares in dematerialised form should send the above information to their Depository Participants ('DPs').
• 1. In all correspondence with the Company/Registrar & Share Transfer Agent the Members are requested to quote their accounts/folio numbers and in case their shares are held in the dematerialized form their Client ID Number and DP ID Number.
• 1. The Securities and Exchange Board of India ('SEBI') has mandated the transfer of securities to be carried out only in dematerialised form (except in case of transmission or transposition of securities) eff ective from 1st April, 2019. Accordingly, requests for physical transfer of securities of listed entities shall not be processed from 1st April, 2019 onwards. In view of such amendment and in order to eliminate the risks associated with physical holding of shares, Members who are holding shares in physical form are hereby requested to dematerialise their holdings.
• 1. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders in respect of shares held by them in physical form. The Nomination Form can be obtained for the purpose from the Company/Registrar & Share Transfer Agent. Members holding shares in electronic form have to approach their DPs for completing the nomination formalities.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their respective Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar and Share Transfer Agent
• 1. The Statement of Profi t and Loss for the fi nancial year ended 31st March, 2019, the Balance Sheet (including consolidated fi nancial statements) as at that date, the Auditors' Report, the Directors' Report and all other documents annexed or attached to the Balance Sheet and circulated to the Members of the Company along with this Notice are also available in physical/electronic form for inspection by the Members at the Registered Offi ce of the Company between 11.00 a.m. and 1.00 p.m. on all working days up to this AGM.
• 1. Members who wish to obtain information on the Company or view the Accounts for the fi nancial year ended 31st March, 2019 may visit the Company's website www.birla-sugar.com/www.palashsec.com or send their queries at least 10 (ten) days in advance before the AGM to the Company. In accordance with the provisions of Section 136 of the Companies Act, 2013, the Company will provide a separate copy of audited fi nancial statements in respect of each of its subsidiaries, to any shareholder of the Company on making requisition to the Company. A Statement containing the salient features of the fi nancial statement of associate(s) forms part of the Annual Report of the Company. The audited fi nancial statements will also be available for inspection at the Registered Offi ce of the Company and the concerned subsidiary company(ies) on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting. Further, the documents shall also be available on the website of the Company at www.birla-sugar.com / www.palashsec.com.

15. Voting through electronic means

• I. 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 the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).
• II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
• III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
• IV. The remote e-voting period commences on Thursday, 29th August, 2019 (9:00 am) and ends on Sunday 1st September, 2019 (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 26th August, 2019, may cast their vote by remote e-voting.

The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verifi cation Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL orCDSL) or Physical		Your User ID is:
a)	For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
	account with NSDL.	For example if your DP ID is IN300*** and Client ID is 12****** then your userID is IN30012***.
b)	For Members who hold shares in demat	16 Digit Benefi ciary ID
	account with CDSL.	For example if your Benefi ciary ID is 12************** then your user ID is12**************
c)	For Members holding shares in Physical	EVEN Number followed by Folio Number registered with the company
	Form.	For example if folio number is 001*** and EVEN is 101456 then user ID is101456001***

5. Your password details are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the fi rst time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
• (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf fi le. Open the .pdf fi le. The password to open the .pdf fi le is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf fi le contains your 'User ID' and your 'initial password'.
• (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,your name and your registered address.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confi rm" when prompted.
• 1. Upon confi rmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confi rmation page.
• 1. Once you confi rm your vote on the resolution, you will not be allowed to modify your vote.
• VI. In case of any query / grievance with respect to Remote E-voting, members may refer to the Frequently Asked Questions (FAQs) for Shareholders and Remote E-voting User Manual for Shareholders available under the Downloads section of NSDL's e-voting website or contact Mr. Amit Vishal, Senior Manager / Ms. Pallavi Mhatre, Manager, NSDL, Trade World, "A" Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai 400 013 at telephone no. 022 – 24994360 / 022 – 24994545 or toll free no. 1800 – 222 – 990 or at E-mail ID : evoting@nsdl.co.in
• VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
• VIII. You can also update your mobile number and e-mail id in the user profi le details of the folio which may be used for sending future communication(s).
• IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 26th August, 2019.
• X. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Monday, 26th August, 2019, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or kolkata@linkintime.co.in.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

• XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

• XII. A person, whose name is recorded in the Register of Members or in the Register of Benefi cial 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.

• XIII. Mr. Mohan Ram Goenka, Practicing Company Secretary (CP No. 2551) has been appointed as the Scrutinizer for to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• XIV. 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 Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

• XV. The Scrutinizer shall after the conclusion of voting at the AGM, will fi rst 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 two 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

• XVI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.birla-sugar.com/www. palashsec.com and on the website of NSDL 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 BSE Limited and National Stock Exchange of India Limited.

Particulars of Directors seeking appointment/re-appointment at the Annual General Meeting

Name	Mrs. Shalini Nopany
Date of Birth	13.03.1968
Brief Profi le covering	Mrs. Shalini Nopany, holds a Honours Degree in Bachelor of Commerce from University of Delhi
experience		and Masters of Business Administration from the University of Pittsburgh, USA. She is an eminent
	business personality and due to her wide experience in the fi eld of business administration
	occupies position of Director in several companies including with Indian Chamber of Commerce.
Date of Appointment	02.08.2016
Inter-se relationship	None
Shareholding	Nil
	Name of Company(ies)	Committee Memberships, if any with position
Other Directorships	Indian Chamber Of Commerce Calcutta	-
	SCM Investment & Trading Co Limited	-
	SIL Investments Limited	Corporate Social Responsibility
		Committee-Member
	Gladiolus Traders Private Limited	-
	RTM Investment & Trading Co. Limited	-
	Sidh Enterprises Limited	Nomination & Remuneration
		Committee-Member
	New India Retailing & Investment Limited	Stakeholders' Relationship
		Committee- Member
		Nomination & Remuneration
		Committee-Member
	Nilgiri Plantations Limited	-
	La Monde Trading & Investment Private Limited	-

By Order of the Board of Directors For Palash Securities Limited

Place : Kolkata Company Secretary Dated : 10th May, 2019 ACS-26022

Mayuri Raja

Route Map of the Venue of the Meeting:

A Route Map showing directions to reach to the venue of the 5th AGM of the Company is given at the end of this Notice as per the requirement of the Secretarial Standard - 2 on "General Meeting".

Venue

P.O Hargaon, Dist Sitapur Pin – 261121 (The prominent landmark near the Venue is Hargaon Sugar Mills)

ATTENDANCE SLIP PALASH SECURITIES LIMITED

CIN : L74120UP2015PLC069675

Rs. 1/-

Registered Offi ce : P. O. Hargaon, Dist. Sitapur (U.P.), Pin – 261 121 Phone: (05862) 256220, FAX (05862) 256225, E-mail : palashsecurities@birlasugar.org, Website : www.birla-sugar.com

I / We hereby record my / our presence at the 5th Annual General Meeting of the Company being held on Monday, September 02, 2019 at 10.00 A.M., at the Registered Offi ce of the Company at P. O. Hargaon, District – Sitapur, Uttar Pradesh, Pin – 261 121.

..................................................................................... ......................................................................... Member's / Proxy's name in Block Letters Member's / Proxy's Signature

Note : Please cut here and bring the Attendance Slip duly signed, to the meeting and hand it over at the entrance. Duplicate slips will not be issued at the venue of the Meeting.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number)	User ID	PASSWORD/PIN

---

5th Annual General MeetingPALASH SECURITIES LIMITEDMonday, September 02, 2019CIN : L74120UP2015PLC069675at 10.00 A.M.Registered Offi ce : P. O. Hargaon, Dist. Sitapur (U.P.), Pin – 261 121Phone: (05862) 256220, Fax (05862) 256225, E-mail : palashsecurities@birlasugar.org, Website : www.birla-sugar.comPursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration Rules), 2014		PROXY FORMForm MGT-11
		I /We, being the member(s), holding shares of the above named Company, hereby appoint:
(1) Name	:	Address :
	E-mail ID :	Signature or failing him/her;
(2) Name	:	Address :
	E-mail ID :	Signature or failing him/her;
(3) Name	:	Address :
	E-mail ID :	Signature

as my / our proxy to attend and vote (on a Poll) for me / us and on my / our behalf at the Fifth Annual General Meeting of the Company being held on Monday, September 02, 2019 at 10.00 A.M., at the Registered Offi ce of the Company at P. O. Hargaon, District – Sitapur Uttar Pradesh, Pin – 261 121 or at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution	Resolutions		Optional*
No.			Against
1.	Adoption of Audited Financial Statements and Consolidated Financial Statements for the year ended 31st March, 2019.
2.	Appointment of a Director in place of Mrs. Shalini Nopany (DIN: 00077299), who retires by rotation and being eligible, offers herselffor re-appointment.
Signed this day of			Affix the
Members Folio No./Client ID No. Signature of Proxy holder(s)			RevenueStamp of
	Signature of Shareholder(s)

Note : 1. 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.

1. For Notes, please refer to the Notice convening the Fifth Annual General Meeting.

2. It is optional to put a "X" in the appropriate column against the resolution indicated in the Box. If you leave the "For" or "Against" column blank against the resolution, your proxy will be entitled to vote in the manner as he/she thinks appropriate. *

3. Please complete all details including details of member(s) in above box before submission.