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Prag Bosimi Synthetics Ltd. AGM Information 2021

Sep 6, 2021

64197_rns_2021-09-06_f3d6ba65-f042-481d-9e87-1951a9585988.pdf

AGM Information

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CORPORATEOFFICE: R-79/83, LAXMI INSURANCE BUILDING, 5[TH] FLOOR, SIR P.M.ROAD, MUMBAI 400001. PHONE.: 22660300(5LINES)•FAX:22660298 EMAIL: [email protected] WEBSITE: www.pragbosimi.com

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CIN NO.:L17124AS1987PLC002758

Date: 06.09.2021

To, Department of Corporate Services, Bombay Stock Exchange Limited, P.J. Towers, Dalal Street, Mumbai 400 001.

Dear Sirs,

Ref.: Scrip Code: 500192: PRAGBOS

Sub: Submission of Notice of 29th Annual General Meeting to be held on 29[th] September, 2021.

Respected Sir or Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith Notice of the 28th Annual General Meeting of the Company scheduled to be held on Wednesday, September 30, 2020 at 3.00 PM through Video Conferencing (VC) /Other Audio Visual Means (OAVM).

The above is also available on the Company’s website viz. www.pragbosimi.com

Please take the same on your records

This is for the information of members.

Thanking You

Yours faithfully,

For PRAG BOSIMI SYNTHETICS LIMITED

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Madhu P. Dharewa Company Secretary A31733

REGISTERED OFFICE: HOUSE NO. 19, AMBIKAGIRI NAGAR, MILAN PATH, R.G.BARUA ROAD, GUWAHATI-781024, ASSAM.

Annual Report 2020 - 2021

PRAG BOSIMI SYNTHETICS LIMITED

CIN NO.: L17124AS1987PLC002758

Corp. Office: R-79/83, Laxmi Insurance Building, Sir P.M. Road Fort, Mumbai - 400001, Tel: +022 22660301 • Email: [email protected] • website: www.pragbosimi.com

NOTICE

Notice is hereby given that the 29th Annual General Meeting of Prag Bosimi Synthetics Limited will be held on Wednesday, the 29[th] day of September, 2021 at 3.00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) to transact the following businesses as:

  1. To receive, consider and adopt the audited financial statements including the consolidated financial statements of the Company for the financial year ended 31st March, 2021 together with the reports of the Board of Directors and the Auditors thereon.

  2. To appoint Director in place of Mr. Devang Vyas (DIN: 00076459), who retires by rotation and being eligible offers himself for re-appointment.

Explanation: Based on the terms of appointment as per companies Act 2013, office of executive, non-executive director’s & non independent chairman are subject to retirement by rotation. Mr. Devang Vyas, who was appointed on May 15, 2015, whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment as nonexecutive Director as was the case already.

Therefore, members are requested to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Devang Vyas (DIN:00076459), who retires by rotation, be and is hereby re-appointed as a director liable to retire by rotation.”

Special Business

3. Appointment of Mr. Raktim Kumar Das as Whole Time Director of the Company

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

“RESOLVED THAT pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Sections , 196, 197 and 203 read with Schedule V and Article of Association of the Company as amended from time to time and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (Including any statutory modification or reenactment(s) thereof for the time being in force) and the applicable Regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the members/shareholders of the Company be and are hereby accorded to approve the terms of appointment and remuneration of Shri Raktim Kumar Das (DIN: 05115126) as a Whole Time Director of the Company, for a period of Five years with effect from June 30th,2021 to 29th June 2026, as recommend / approved by the Nomination & Remuneration Committee and Board of Directors in its meeting held on June 30th 2021, on the terms and conditions including remuneration as set out in explanatory statement annexed to the notice convening this meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or remuneration as it may deem fit and as may be accepted to Shri Raktim Kumar Das, subject to the same not exceeding the limit specified under Schedule V to the Companies Act, 2013 or any statutory modifications or re-enactment thereof and shall not be subject to retirement by rotation, so long as Raktim Kumar Das (DIN: 05115126) functions as the Whole Time Director of the Company..

“RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to file necessary forms with Registrar of Companies and to do all such act, deeds and things as may be considered necessary, desirable or expedient to give effect to the above said resolution”

As per the act, the terms and remuneration of Whole time Director recommend by Nomination and Remuneration Committee and approved by the members, Mr. Raktim Kumar Das shall be entitled to receive the same remuneration as was drawn during his tenure as CFO. This is reproduced below for reference:

` 40,000/- Basic Salary per month.

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Prag Bosimi Synthetics Limited

In addition to salary, the as CFO he was drawing following perquisites /allowances

  • a) Provision of Housing Accommodation or House Rent Allowance in lieu thereof : b) Reimbursement of Corporate wear c) Reimbursement of Medical Expenses d) Children Education allowance e) Special Location Allowance f) Other Perquisites g) Provident Fund h) Reimbursement of Conveyance Allowance

  • ` 14,000/- P.M.

  • : 5,000/- P.M. : 3,000/- p.m. : 3,000/- P.M. : 15,000/- P.M : 50,000/- P.M : 4,800/- P.M. : ` 15,000/-

Gratuity: 15 days salary for every completed year of service after completion of five years’ continuous service. Earned Leave: leave to be encashed at the end of the tenure.

Perquisites

  • a) Vehicle with Driver.

  • b) Health Insurance for you and Family.

  • c) Privileged Leave, Sick leave and Casual Leave as per standard company policy

However from March 20 due to pandemic scenario his remuneration has been restricted to Rs 55000/- P.M. +Special Conveyance + P.F.+ perquisites in line with other top executives of the company. At present Mr Raktim has kindly agreed to continue with the same remuneration as above till the situation continues. Gratuity and Leave will continue.

Where in any financial year, during the currency of the tenure of the Whole Time Director, the Company has no profits or its profits are inadequate, the Company will pay the above remuneration as minimum remuneration. The above remuneration is in accordance with the ceiling provided under Schedule V of the Companies Act, 2013.

The terms & conditions of the said appointment may be altered and varied from time to time by the board as it may, in its discretion, deem fit within the maximum amount payable to Shri. Raktim Kumar Das in accordance with Schedule V of the Act or any amendments made hereafter in this regard.

None of the other directors are interested

4. Approval of related party transaction.

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

“RESOLVED THAT authority is hereby delegated to the Board of Directors of the Company to enter into transactions, including those repetitive in nature and in the ordinary course of business at arm’s length with related parties following provisions of Section 188 of the Companies Act, 2013 (the Act) read with Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, also those in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI (LODR) Regulations, 2015”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and in connection therewith, the Board may take such steps as may be necessary for and on behalf of the Company.”

By order of the Board of Directors For Prag Bosimi Synthetics Limited

Date:11[th] August, 2021 Place: MUMBAI

Madhu P. Dharewa

Company Secretary & Compliance Officer

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Annual Report 2020 - 2021

NOTES:

  1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 collectively (referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ( “Act”) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC/ OAVM.

  2. Normally-PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Since this AGM is being held pursuant to MCA Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, accordingly, the facility for the appointment of proxies by the Members will not be available for the AGM and hence the proxy Form and attendance Slip are not annexed to the Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF / NRI etc.) are required to send a scanned copy (PDF / JPG format) of its Board or governing body Resolution/authentication etc. authorising its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution / Authorisation shall be sent to the scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].

  4. The Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013, in respect of item Nos. 3 of the Notice set out above, is hereto annexed.

  5. The Registers of Members and Transfer Books of the Company in respect of the Equity Shares of the Company will remain closed from Wednesday, the 22[nd] September, 2021 to Wednesday, the 29th September, 2021, both days inclusive.

  6. As per the provisions of the Companies Act, 2013, the facility for making/varying/cancelling nominations is available to individuals holding shares in the Company. Nominations can be made in Form SH-13 and any variation/cancellation thereof can be made by giving notice in Form SH-14, as prescribed under the Companies (Share Capital and Debentures) Rules, 2014. The Forms can be obtained from the Share Department of the Company or Share Transfer Agent or from the Website of the Ministry of Corporate Affairs at www.mca.gov.in.

  7. Members are requested to send all their documents and communications pertaining to shares to Linkintime India Private Limited, Share Transfer Agent of the Company at their address at C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai – 400 083 (Maharashtra) Telephone No. 022 – 49186000,Fax No.022–49186060 for both physical and Demat segments of Equity Shares. For Shareholders queries – Telephone No. 022 - 4918 6270 Email ID – support@vsnl. com.

  8. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to Sharex India Private Limited for their doing the needful.

  9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in the electronic form are, therefore, requested to submit their PAN to their Depository Participant(s) with whom they maintain their Demat Accounts. Members holding shares in physical form should submit their PAN details to the Share Department of the Company / Share Transfer Agent

  10. Details under Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other requisite information as per clause 1.2.5 of Secretarial Standard – 2 on General Meetings in respect of the Directors seeking appointment/ re-appointment at the Annual General Meeting, forms part of the notice. The Directors have furnished the requisite declarations for their appointment / re-appointment.

  11. In compliance with the aforesaid MCA circulars and SEBI circular dated 12th May, 2020 notice of the AGM along with Annual Report 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the Company / Depositories. Members may note that the notice and the annual report 2020-21 will also be available on the Company’s website www.pragbosimi.com, websites of the stock exchanges i.e. BSE at www.bseindia.com and on the website of NSDL www. evoting.nsdl.com..

  12. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Act.

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Prag Bosimi Synthetics Limited

  1. To support the Green Initiative, Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code etc., to their DPs in case the shares are held by them in electronic form and to Sharex in case the shares are held by them in physical form.

  2. In case of joint holders, the Member whose names 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 AGM.

  3. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are requested to write to the Company on or before 22[nd] September 2021 through email on [email protected]. The same will be replied by the Company suitably.

  4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

  5. The meeting shall be deemed to be held at the Registered Office of the Company at House no. 19, Ambikagiri Nagar, Milan Path, R.G.Barua Road, Guwahati-781024, Assam.

  6. Instructions for Attending the AGM and e-voting are as follows:

  7. A. Voting through Electronic means-

  8. I. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide to the members the 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 the venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

  9. II. The members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again.

  10. III. The remote e-voting period commences on Sunday, the 26th September, 2021 (9:00 am IST) and ends on Tuesday the 28th September, 2021 (5:00 pm IST). During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, the 20th August 2021, 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. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions by remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

IV. How do I vote electronically using NSDL e-Voting system?

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method Login Method
Individual Shareholders
holding securities in
demat mode with NSDL.
1. ExistingIDEASuser can visit the e-Services website of NSDL Viz.https://eservices.
nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page
click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value added services.
Click on“Access to e-Voting”under e-Voting services and you will be able to see
e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand
you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

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Annual Report 2020 - 2021

  1. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  2. 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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id
holding securities in and password. Option will be made available to reach e-Voting page without any further
demat mode with CDSL authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.
com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on
NSDLto cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available athttps://
web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link inwww.cdslindia.comhome page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for the
respective ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
in demat mode) login you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to
through their depository NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
participants feature. Click on company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Prag Bosimi Synthetics Limited

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request [email protected] call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request [email protected] contact at
022- 23058738 or 022-23058542-43
  • B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification 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

  1. Your User ID details are given below :
Manner of holding shares i.e.
Demat(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID
is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Benefciary IDFor example if your Benefciary ID is 12**
thenyour user ID is 12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID
is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first 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.

  4. 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 file. Open the .pdf file. The password to open the .pdf file 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 file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  6. 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.

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Annual Report 2020 - 2021

  • 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 etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. 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 “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  2. It is strongly recommended not to share your password with any other person and take the utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries relating to e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www. [email protected] or call on toll-free no.: 1800-222-990 or send a request at [email protected] In case of any grievances connected with the facility for e-voting, please contact Ms. Pallavi Mhatre. Manager, NSDL, 4th Floor, “A” Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Email: evoting@nsdl. co.in/ [email protected]. Tel: 91 22 2499 4545/ 1800- 222-990 V. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

  4. The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of Tuesday, 22[nd] September, 2021.

  5. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Friday, 27th August, 2021, may obtain the login ID and password by sending a request at [email protected] or [email protected], However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

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Prag Bosimi Synthetics Limited

  1. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

  2. 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 VC/ OAVM.

  3. Shri Amit Mundra, Practicing Company Secretary (Membership No. FCS 7933) Practising Company Secretary has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

B. INSTRUCTIONS FOR MEMBERS FOR ATTENDINGTHE AGM THROUGH VC/OAVM ARE ASUNDER:

  1. Shareholders will be able to attend the AGM through VC / OAVM through web link - https://purvashare.instavc.com/ broadcast/82b1d2a0-00e7-11ec-8119-2390f58431b5 by entering their name and email-id for Company’s AGM. The Members can join the EGM/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 EGM/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 EGM/AGM without restriction on account of first come first served basis.

  2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. 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.

  5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]

  6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  7. If you have any queries or issues regarding attending AGM through the link, you may contact Mr. Manish Shah on 9324659811 or write an email to [email protected]

  8. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.

  9. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.

  10. Members who need assistance before or during the AGM, can contact Mr. Amit Vishal, Senior Manager, NSDL and / or Ms. Pallavi Mhatre, Manager, NSDL at [email protected] or call 1800 1020 990 / 1800 22 44 30

C. INSTRUCTIONS FOR SHAREHOLDERS FORE-VOTING DURING THE AGM ARE ASUNDER :

  1. Chairman shall explain the procedure of voting at the AGM.

  2. Only those shareholders, who are 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 during the AGM.

  3. Shareholders 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.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

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Annual Report 2020 - 2021

D. PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT

Members who would like to express their views/ ask questions as a speaker at the meeting may preregister themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at [email protected] from Monday September 20, 2021 to Thursday, 23rd September 2021. Only those members who have pre-registered themselves as a speaker will be allowed to express their views / ask questions during the AGM.The Company reserves the right to restrict the number of speakers and their time depending on the availability of time for the AGM.

Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter to be placed at the AGM, from their registered email address, mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company’s email address [email protected] before 3.00 p.m. (IST) on or before Wednesday, September 22, 2021. Queries that remain unanswered at the AGM will be appropriately responded by the Company at the earliest post the conclusion of the AGM.

  1. The Scrutinizer shall after the conclusion of the voting at the general meeting, 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 48 hours 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 of the meeting or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

  2. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.pragbosimi. com and on the website of NSDL immediately after the declaration of the result, by the Chairman of the meeting or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges viz. BSE Limited.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by ICSI, information about the Directors proposed to be appointed /re-appointed is furnished below:

Name of the Director Raktim Kumar Das Shri Devang H. Vyas
Din No. 05115126 00076459
Date of Birth 30thMarch 1975 12th May, 1969
Date of appointment 30th June 2021 15th May, 2014
Qualifcation Graduation B. Chem Engineer, MIE, M.B.A.
Expertise in specifcfunctional area Mr. Das is having experience of more
than 20 years in textile/polyester industry.
Also worked as Asst Director in DOEACC
Society, an autonomous body of MCIT
(Govt of India)
Management, Administration and Finance
in Yarn industry, financial industry,
management consultancy, project
management and sourcing.
List of Outside Directorships held Nil 1
Chairman or members of the Committee
of the Board of Directors of other
Companies*
Nil Nil
Number of shares in the Company 28,224 1,13,860
Details of Remuneration As mentioned in the resolution Nil (Only sitting fees for attending Board/
Committee meetings)
Inter se Relationship with other Directors
& KMP
No personal relationship with any Director No personal relationship with any Director
Number of Meetings of the Board
attended duringtheyear
Not Applicable 5

*Note: Excludes Chairmanship/Directorship in Private Limited Companies, Foreign Companies, Companies under Section 8 of the Companies Act, 2013 and excludes Committees formed by such Companies.

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Prag Bosimi Synthetics Limited

Explanatory Statement Pursuant to Section 102(1) of the Companies Act, 2013

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item 3:

APPOINTMENT OF Mr. RAKTIM KUMAR DAS AS WHOLE TIME DIRECTOR

Shri Raktim Kumar Das was appointed as a Whole Time Director w. e. f 30[th] June 2021 for a period of 5 years. The Board constituted a committee to recommend remuneration for Shri Raktim Kumar Das. The Remuneration Committee comprised of the following directors. Shri G. M. Das, Shri Mukund Trivedi, and Shri Rohit Doshi. The Committee recommended that Shri Raktim Kumar Das, Whole time Director be paid as per the present terms for the time being as set out in the body of the resolution, which the Board has agreed to offer, vide Board Resolution Dated 30th June 2021. Keeping the present situation in view, Shri Raktim Kumar Das, Whole Time Director of the Company, has kindly agreed to continue as whole Time Director of the Company with the present salary for the time-being without any increase. The proposed remuneration is very much lower than the maximum permissible to a managerial person under Schedule V for a Company with effective capital of upto ` 100 crores. The said remuneration is also much less than what is paid in the industry to the persons shouldering similar responsibilities. Shri Raktim Kumar Das is a B.Com of Guwahati University. He possesses over 20 years of experience in textile industry. Shri Raktim Kumar Das has rendered invaluable services as CFO of the company. In view of above, your Directors recommend the Resolution for your approval.

In view of above, the Board of Directors recommends the passing of these Resolutions by special resolutions. None of the Directors / key managerial persons of the Company or their relatives is interested, financially or otherwise, in the aforesaid resolution.

By order of the Board of Directors For Prag Bosimi Synthetics Limited

Date:11[th] August, 2021 Place: MUMBAI

Madhu P. Dharewa

Company Secretary & Compliance Officer

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Annual Report 2020 - 2021

PRAG BOSIMI SYNTHETICS LIMITED

CIN: L17124AS1987PLC002758

Corp. Office: R-79/83, Laxmi Insurance Building, Sir P.M. Road Fort, Mumbai - 400001, Tel: +022 22660301 • Email: [email protected] • website: www.pragbosimi.com

Dear Member,

Sub: Updation of KYC Details in the Master Data

In order to ensure that all communications and monetary benefits are received promptly by all Shareholders holding shares in physical form, the Company, through periodic communiques, advises such shareholders to notify to the Company, any change in their address/ bank details/ email Id etc. under the signatures of sole/ first named joint holder along with relevant supporting documents.

SEBI vide its Circular dated 20th April, 2018 had also greatly emphasized on collection of the Bank Account details and the PAN details of the shareholders in order to enable Companies/RTA to raise standards and provide improved services to the Shareholders.

In this background, we are attaching herewith a KYC Form for all the shareholders holding shares in physical form to get all their details updated in the Master Data.

Kindly note that this Form is only for the purpose of master data Updation of Shareholders holding Shares in Physical form.

In case of Dematerialised Shareholding, the Company takes note of the details furnished only by the Depositories, whenever such information is available. You are therefore requested to provide such information only to your Depository Participant (DP),in case the shares are held in demat form.

We recommend and request you to your details updated in the master data and submit the attached KYC Form to the Company at its Corporate Office at R-79/83, Laxmi Insurance Building, Sir P.M. Road, Fort, Mumbai – 400 001.

Assuring you of our best services;

Thanking you.

Yours Faithfully,

For Prag Bosimi Synthetics Limited

Madhu Dharewa

Company Secretary & Compliance Officer

Encl.: KYC Form

FOR INFORMATION OF THE SHAREHOLDERS

Process for registration of emailed for obtaining Annual Report and user ID/password for e-voting and updation of account mandate for receipt of dividend:

Physical Holding Send a request to the Registrar and Transfer Agents of the Company, Link Intime India Private Limited
at [email protected] providing Folio No., Name of a shareholder, scanned copy of the share
certifcate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested
scanned copyof Aadhar Card)for registeringemail address.
• Followingadditional details need to beprovided in case of updatingBank Account Details:
• Name and Branch Address of the Bank
• Bank Account Number and Type
• 9 digit MICR Code Number; and
• 11 digit IFSC Code
• A scanned copyof the cancelled cheque bearingthe name of the frst shareholder
Demat Holding Please contact your Depository Participant (DP) and register your email address and bank account
details inyour Demat account, asper theprocess advised by your DP.

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Prag Bosimi Synthetics Limited

TRIBUTE TO MANAGING DIRECTOR LATE SHRI HEMANT B. VYAS (1987-2021)

Our late Founder promoter Mr. Hemant Bhanushankar Vyas has been the backbone of Prag Bosimi Synthetics Limted since its inception. Truth, honesty, fairness, dedication, perseverance, - those are just a few ways to describe him. As the founder, Late Mr. Vyas led us in such a way that he exemplified leadership. He gave energy, commitment and inspiration to the staff and to others with whom he worked. Many of us found him to be a splendid person of great intellect, wisdom and a big heart.

Shri Hemant B Vyas was the first entrepreneur who dared to venture in Assam which was then one of the underdeveloped state of North-East India, despite availability of various lucrative alternatives in western part of the country from where he belonged. In 1987, when the concept of Prag Bosimi came to his mind, Assam virtually lacked basic infrastructure. Despite all these odds, he joined hands with Govt of Assam to put Assam on the industrial map of the country. His dream was to transform Assam into textile hub of North – East India similar to Surat in Gujarat. In course of implementation of this polyster brand under PBSL he had to face enormous challenges and difficulties in completing the project. He did not give up the project despite huge time, cost overrun and adverse law and order situation prevalent at that time.

Mr. Vyas tried his level best for years to get some special package from Govt of India to restore the viability of projects in North East India to compete with advanced infrastructural facilities and lower transportation in other developed states. Ultimately Govt of India declared the North East Industrial policy in 1997 providing various incentives for industrial units located in North East. After this policy lots of industries came up in Assam & North East. This policy was possible only due to Mr. Vyas tireless efforts.

PBSL could successfully run for initial years but could not sustain thereafter due to withdrawal of the benefits granted under North Eastern Industrial Policy (NEIP) by Central Govt. Fiscal budget of 2005, forced the company to shut down its operations. At this stage also Mr. Vyas did not give up the project and tried to bring renowned international investor in the project, but could not succeed due to law and order situation prevailing in Assam.

As Prag Bosimi could not generate sufficient revenue to meet its expenses, Mr. Vyas bought in his personal money in the Prag Bosimi Synthetics Ltd of around Rs. 100 Crores as Unsecured Loan without any interest. As a Managing Director also he had never drawn his salary. He used to keep special emphasis towards the benefit of workers of the company. Despite various odds he always paid the workers and never thought of retrenchment or declaring lock out in the company. Workers were his first priority. He did not leave the project till his last breath.

.

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