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Quess Corp Limited AGM Information 2020

Sep 7, 2020

61817_rns_2020-09-07_2b594982-ea27-4de5-8706-9bee004414f0.pdf

AGM Information

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September 7, 2020

To

The General Manager Department of Corporate Services, BSE Limited, 1 st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Security Code – 539978 NSE Symbol – QUESS

The Manager Department of Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Bandra- Kundra Complex, Bandra (East), Mumbai – 400 001

Dear Sir/Madam,

Sub.: Disclosure under Regulation 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Newspaper Advertisements

In continuation to our letter dated September 4, 2020, please find enclosed herewith copies of the Newspaper Advertisements titled "Notice of 13th Annual General Meeting and Information on E-Voting" published in today's Financial Express, English Newspaper in all editions, and Hosa Digantha, Kannada Newspaper in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Quess Corp Limited

LAL Kundan Kumar Digitally signed by LAL Kundan Kumar Date: 2020.09.07 11:21:10 +05'30'

Kundan K Lal Company Secretary & Compliance Officer

Encl: a/a

FINANCIAL EXPRESS

COMPANIES

Thriveni Earthmovers bags $\overline{531,}428$ -crore contract from NTPC's coal mine in Chhattisgarh

PRESS TRUST OF INDIA New Delhi, September 6

MINING COMPANY THRIVENI Earthmovers has bagged a con-

tract worth ₹31,428 crore from NTPC to develop and operate Talaipalli coal mine in Chhattisgarh alloted to the power giant. "Thriveni Earthmovers... a

Coimbatore-based mining company, has bagged another mine development and operation contract from NTPC on

of ₹31,428 crore," an official on the condition of anonymity said. Earlier, NTPC had terminated the contracts it had August 26, with a contract value awarded to BGR Mining for

development of its coal mines in Jharkhand and Chhattisgarh over allegations of corruption against senior officials of the private mining company. NTPC

had terminated contracts for development and operation of Chatti-Bariatu coal mine in Jharkhand and Talaipalli coal mine in Chhattisgarh.

CREMICA AGRO FOODS LIMITED Read, Off.: 455, SOHAN PALACE, 2nd FLOOR, THE MALL, LUDHIANA, PUNJAB-141001, Tel No.: 01826-222826, Website: www.cafl.co.in CIN: L15146PB1989PLC009676, Email Id: [email protected]

INFORMATION REGARDING ANNUAL GENERAL MEETING. NOTICE OF BOOK CLOSURE

Shareholders are hereby informed that the 31e Annual General Meeting (AGM) of the Company will be held on Wednesday, 30th September, 2020, at 11:00 A.M. through video conferencing (VC)/Other Audio Visual Means (OAVM) to transact the businesses as mentioned in the Notice of AGM which will be sent to the shareholders for convening the AGM of the Company.

In the view of ongoing COVID-19 pandemic and difficulties involved in dispatch o physical copies of the Notice of the AGM and the Annual Report, the Ministry of Corporate Affairs ('MCA') vide general circular no 14/2020, 17/2020, 20/2020 and 22/2020 (hereinafter collectively referred to as 'MCA Circulars') and the Securities and Exchange Board of India ('SEBI') vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 ('SEBI Circular') dated 12th May 2020, have permitted the Companies to conduct the AGM through VC during the calendar year 2020, in compliance with the applicable provisions of the Companies Act, 2013 ('The Act') & the rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Shareholders will be able to attend the AGM of the Company through VC and their presence through the VC facility shall be reckoned for the purpose of guorum under Section 103 of the Act.

In compliance with the above provisions and circulars, the Notice of the AGM and the Annual Report for the Financial Year 2019-2020 will be sent to all the shareholders of the Company whose email addresses are registered with the Company/ Depository Participants/Registrar & Share Transfer Agent ('RTA').

The Notice and the Annual Report will also be available on the website of the Company at www.cafl.co.in and the stock exchange where the equity shares of the Company is listed i.e www.msei.in (Metropolitan Stock Exchange of India).

We request all the shareholders who have not registered their e-mail addresses with the Company/Depositories to do so forthwith in order to receive all communications promptly without any disruption. Updating of correct email addresses in the records will help us to communicate with you effectively, especially during the challenging times. Manner of registering/updating email addresses:

a) Those Shareholders who are holding equity shares in dematerialized mode and have not yet registered/updated their email addresses with the Company/RTA, may temporarily register the same sending an email to the Company at [email protected] and/or to M/s Link Intime India Private Limited at [email protected] It is hereby clarified that for permanent registration of email address and Bank Details in your demat account, members are requested to approach the respective Depository Participant(s) and follow the process advised by

b) Those shareholders who are holding shares in physical mode and have not registered/updated their email addresses and/or Bank details may register the same with the Company's Registrar and Transfer Agent M/s Link Intime India Private Limited

IT services to remain significant part of job environment: TCS CEO

PRESS TRUST OF INDIA New Delhi, September 6

IT SERVICES WILL remain a significant part of the job environment in India as the demand for talent and services continues to grow in the country, according to Tata Consultancy Services CEO and MD Rajesh Gopinathan.

He emphasised the need for experienced IT professionals to embrace automation and other new technologies to remain competitive even as voungsters, who could be native to these new tools, enter the workforce.

"...in absolute terms, Indian IT's employment potential will continue to be quite strong and will relatively keep growing in pace with where we see the opportunity. The relative ratio of IT to other industries is a factor of what happens in the larger economic scenario... in the foreseeable future, IT services will remain very attractive and a significant part of the job environment in India," Gopinathan said in a webinar on LinkedIn.

He added that this is on account of the demand for talent and services, which is "only going to explode given the role that technology is playing today and in future".

There have been concerns of layoffs in the IT sector, which

PRESS TRUST OF INDIA

New Delhi, September 6

GUJARAT COOPERATIVE

MILK Marketing Federation

(GCMMF), which markets dairy

products under the Amul

brand, will invest around

Rajesh Gopinathan

hires thousands of graduates every year, as automation increases. With COVID-19 pandemic impacting businesses globally, there were concerns about hiring and job opportunities in the sector as companies froze and even laid off employees.

Gopinathan said the youngsters coming into workforce are native to many of the technologies that are leading the disruption and learn about the tools "by default" because that is the environment they are coming into.

"My bigger message is to the ones who have got more experience, the ones with 10-15 years' experience. They also need to embrace it rather than being worried about it. And they need to invest in their knowledge and upgrade their skills in terms of the tool usage," he said.

ABB HITACHI

ABB POWER PRODUCTS AND SYSTEMS INDIA LIMITED

Registered Office: 8th Floor, Brigade Opus 70/401, Kodigehalli Main Road, Bengaluru 560092 Telephone: +91 80 2204 1800, Website: https://www.hitachiabb-powergrids.com/in/en Corporate Identification Number: U31904KA219PLC121597

A Committee of Independent Directors ("IDC") of ABB Power Products and Systems India Limited ("TC" or "Target Company") is required to make recommendations on the open offer for shares of the Target Company ("Open Offer" or "Offer"). The Open offer is by ABB Switzerland Ltd ("Acquirer 1") along with Hitachi, Ltd. ("Acquirer 2" and together with Acquirer 1, the "Acquirers"), and Hitachi ABB Power Grids AG (previously named ABB Management Holding AG) ("PAC 1") and ABB Ltd ("PAC 2" and together with PAC 1, the "PACs") acting in their capacity as persons acting in concert with the Acquirers.

The Open Offer is for the acquisition of up to 1,05,95,419 fully paid up equity shares of the face value of INR 2 each, representing 25.00%* of the total voting equity share capital of the Target Company on a fully diluted basis as of the 10th working day from the closure of the tendering period for the Offer ("Voting Share Capital") of the Target Company from all the public shareholders of the Target Company.

These recommendations are made pursuant to Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations").

*In terms of Regulation 7 of the SEBI (SAST) Regulations, an open offer under Regulations 3 and 4 of the SEBI (SAST) Regulations is required to be for at least 26% of the total share capital of a target company, as of 10th working day from the closure of the tendering period. However, the public shareholding of the Target Company is only 25% as on date while an open offer is for shares held by those other than the acquirer and persons acting in concert in with the acquirer, and therefore, the Offer shares represent 25.00% of the Voting Share Capital of the Target Company.

Date September 5, 2020
2. Name of the Target
Company (TC)
ABB Power Products and Systems India Limited
3. Details of the Offer
pertaining to TC
Open Offer for the acquisition of up to 1,05,95,419 fully paid up equity shares of the
face value of INR 2 each, representing 25.00% of the Voting Share Capital of the Target
Company held by the public shareholders of the Target Company under Regulations 3(1),
4 and 5(1) of the SEBI (SAST) Regulations.
Offer Price: INR 872.68 per offer share consisting of INR 851 per offer share plus interest of
INR 21.68 per offer share.
Mode of Payment: Cash
$\overline{4}$ . Name $(s)$ of the
coquiror and DAO with
Acquirers: ABB Switzerland Ltd ("Acquirer 1") and Hitachi, Ltd. ("Acquirer 2")
acquilei and FAC Willi
the acquirer
PACs: Hitachi ABB Power Grids AG (previously known as ABB Management Holding AG)
("PAC 1") and ABB Ltd ("PAC 2")
5. Name of the Manager
to the offer
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg, Churchgate
Mumbai - 400 020, Maharashtra
Tel: +91 22 2288 2460
Fax: +91 22 2282 6580
Email ID: [email protected]
Contact Person: Sameer Purohit / Anurag Byas
SEBI Registration No. INM000011179
6. Members of the
Committee of
Independent Directors
(Please indicate the
chairperson of the
Committee separately)
1. Mr. Mukesh Butani, Chairman
2. Ms. Akila Krishnakumar
3. Ms. Nishi Vasudeva
7 1 IDC Member's
relationship with the
TC (Director, Equity
shares owned, any
other contract /
relationship), if any
The Independent Directors who are members of the IDC do not hold any shares in the Target
Company.
Other than their positions as Independent Directors of the Target Company and memberships
of committees pursuant thereto, there are no contracts or relationships with the Target
Company.
Mr. Mukesh Butani: Chairman of Audit Committee and Risk Management Committee,
Member of Stakeholders Relationship Committee
Ms. Akila Krishnakumar: Chairperson of Corporate Social Responsibility Committee,
Chairperson of Nomination and Remuneration Committee and Member of Audit Committee
Ms. Nishi Vasudeva: Chairperson of Stakeholder Relationship Committee, Member of Audit
Committee, Nomination and Remuneration Committee and Risk Management Committee
8. Trading in the Equity
shares/other securities
of the TC by IDC
Members
None of the IDC members have traded in equity shares of the Target Company in the twelve
months preceding this recommendation.
9. IDC Member's
relationship with the
acquirer (Director,
Equity shares owned,
any other contract /
relationship), if any.
No member of the IDC
1. holds any directorship;
2. holds any shares; and
3. has any relationship or contract
in / with the Acquirer or the PACs
10. Trading in the Equity
shares/other securities
of the acquirer by IDC
Members
None of the IDC members have traded in equity shares of the Acquirer/s and PACs in the
proceeding twelve months of this recommendation.
11. Recommendation on
the Open offer, as to
whether the offer is fair
and reasonable
IDC is of the view that, for shareholders who would like to accept the Offer, the Offer Price of
INR 872.68 per share of the Target Company appears to be fair and reasonable.
12. Summary of reasons
for recommendation
(IDC may also invite)
attention to any
other place, e.g.
company's website,
where its detailed
The price of the equity shares as mentioned above has been determined by the Acquirers
and the PACs together with the Manager to the Offer in accordance with the provisions of
Regulation 8(4) of the SEBI (SAST) Regulations (as it cannot be determined in accordance
with any of the parameters in Regulation 8(3) of the SEBI (SAST) Regulations).
The Offer Price has been determined taking the assistance of two independent expert valuers
viz. Bansi S. Mehta & Co., Chartered Accountants, (Firm Registration Number: 100991W) and
Ernst & Young Merchant Banking Services LLP Category Merchant Banker (Registration
by sending an email to the Company at [email protected] and/or to M/s Link
Intime India Private Limited at [email protected].
. .

Manner of casting vote through e-voting

The Company will be providing remote e-voting facility to all its shareholders to cas their votes on the businesses as set forth in the Notice of the AGM and the facility of voting through e-voting would also be made available during the AGM. The login credentials for casting votes through remote e-voting and e-voting during the AGM shall be made available to the Shareholders through email.

The Company has availed the services of M/s Link Intime India Private Limited, who is also the RTA to facilitate e-voting and conducting the AGM through VC. The detailed procedure for casting votes through remote e-voting and the e-voting during the AGM shall be provided in the notice of the AGM.

The details will also be available on the website of the Company at www.cafl.co.in.

Book Closure Notice

The Book closure dates will be 24th September 2020 to 30th September 2020 (both days inclusive). For Cremica Agro Foods Limited

Sd/ Nageeta Chander Date: 07.09.2020 (Company Secretary and Compliance Officer) Place: Ludhiana

Registered & Corporate Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560 103, Karnataka, India Website: www.quesscorp.com | Email: [email protected] Tel: +91 80 6105 6001 | Fax: +91 80 6105 6406

NOTICE OF 13TH ANNUAL GENERAL MEETING AND INFORMATION ON E-VOTING

Notice is hereby given that the Thirteenth (13th) Annual General Meeting ("AGM") of members of Quess Corp Limited ("the Company") will be held through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") on Tuesday, September 29, 2020 at 03.30 P.M. (IST), in compliance with all the applicable provisions of the Companies Act, 2013 and Rules made thereunder and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"), read with General Circular Number 20/2020 dated May 5, 2020 read with General Circular Numbers, 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs ("MCA") and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the SEBI (hereinafter collectively referred to as "the Circulars"), to transact the business as set out in the Notice calling of the AGM of the Company.

In compliance with the relevant circulars, the Notice of the AGM and the standalone and consolidated financial statements for the financial year 2019-20, along with the Board's Report, Auditor's Report and other documents required to be attached thereto, have been sent on September 4, 2020 to the Members of the Company whose email addresses are registered with the Company / Depositories. The aforesaid documents are also available on the Company's website at www.quesscorp.com/ investor/annual_report.php and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. and on the website of Company's Registrar and Share Transfer Agent, Link Intime India Private Limited ("LIIPL").

Details of business items to be transacted at 13th AGM, the process and manner of remote e-voting/ evoting at the AGM, amongst other matters, are provided in the notice of AGM. A copy of the 13th AGM Notice can be accessed at the link: www.quesscorp.com/investor/dist/images/pdf/AGM Notice 2020.pdf and a copy Annual Report for the financial year 2019-20 can be accessed at the link: www.quesscorp.com/investor/dist/images/pdf/QuessCorp-Annualreport-2019-20.pdf.

Book Closure:

Pursuant to Section 91 of the Companies Act, 2013 ("Act"), Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the Listing Regulations the Register of Members and Share Transfer books will remain closed from Wednesday, September 23, 2020 to Tuesday, September 29, 2020 (both days inclusive).

Any person who becomes member of the Company after the dispatch of Notice of the AGM and holding shares as on the cut-off date may obtain the USER ID and password in the manner as provided in the Notice of the AGM.

Amul to invest ₹1,500 cr to set up dairy, edible oil, bakery, potato processing units

₹1,000 crore over the next two vears to set up milk processing plants, and another ₹500 crore on facilities for new products like edible oil, MD RS Sodhi said.

In an interview with PTI, Sodhi said GCMMF expects 12-15% growth in revenue in current fiscal year from ₹38,550 crore during the last fiscal year despite COVID-19 pandemic, as demand for branded food products has increased.

"We will invest around ₹1,000 crore in the next two years on setting up dairy plants across various states," Sodhi said. He said the processing capacity would increase to 420 lakh litre per day from 380 lakh litre per day at present.

On new businesses, Sodhi said the cooperative has started manufacturing sweets as well as bakery items using dairy fats. Besides, GCMMF has forayed into edible oil and potato processing segments as part of its objective to boost income of farmers from Gujarat and other states.

Edible oils will be marketed under the new brand 'Janmay' It will produce groundnut oil cottonseed oil, sunflower oil mustard oil and soybean oil.

THE INDIAN WOOD PRODUCTS CO. LTD. Read. Off: 7th Floor. 9 Brabourne Road. Kolkata - 700 001 CIN L20101WB1919PLC003557 Tel: 8232023820, Fax: 033 22426799 Website: www.iwpkatha.com; E-mail: [email protected] NOTICE is hereby given that a meeting of Board of Directors of the Company is schedule to be held on Monday, September 14, 2020 at 4.00 P.M at 16B, Judges Court Road, Kolkata-700 027, West Bengal, "To consider and approve, inter alia, the Un-Audited Financial

Results of the Company for the Quarter ended

Commencement of remote e-voting: Thursday, September 24, 2020 (9:00 A.M. IST)
Transaction Square LLP has reviewed the valuation reports of the two expert valuers
Details of Independent
End of remote e-voting
: Monday, September 28, 2020 (5:00 P.M. IST)
(as mentioned above) in issuing the fairness opinion to the IDC.
Advisors, if any.
The remote e-voting will not allowed beyond the aforesaid date and time and the remote e-voting
module shall be forthwith disabled by LIIPL upon expiry of the aforesaid period.
14. $\Box$ Any other matter(s) to
None
The remote e-voting module shall be disabled by LIIPL for voting thereafter and remote e-voting shall
be highlighted
not be allowed beyond said date and time. Once the vote on a resolution is cast by the member
To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement
the member shall not be allowed to change it subsequently.
is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes
A person, whose name is recorded in the register of members or the register of beneficial
all the information required to be disclosed by the Target Company under the SEBI (SAST) Regulations.
owners maintained by the depositories as on the cut-off date i.e., Tuesday, September 22, 2020
only shall be entitled to avail the facility of voting through remote e-voting or for participation
For and on behalf of the Committee of Independent Directors of
at the AGM.
ABB Power Products and Systems India Limited
In case the members have any queries or issues regarding e-voting, please refer the Frequently
wriele its detailed
recommendations
along with written
advice of the
independent adviser,
any can be seen by the
shareholder)
ETHST & TOUNG METCHANIC DANKING SERVICES LLF, CALEGOLY I METCHANIC DANKER, (REGISTRATION)
Number: INM000010700), who have factored in the relevant parameters and provided
appropriate justification for their assessments. The Offer Price takes into account, the higher
of the price per equity share determined in accordance with these valuation reports.
Inter alia in terms of Regulation 8(12) of the SEBI (SAST) Regulations, the offer price as per
valuation report above of INR 851 per offer share, calculated in accordance with Regulation
8(4) of the SEBI (SAST) Regulations, has been enhanced at a rate of 10% per annum
calculated for the period from March 30, 2020 (the first date of listing of the Target Company's
shares, and thereby the date of making the Public Announcement) until July 01, 2020 (being
the date of completion of closing) which works out to INR 21.68 per offer share.
The offer price therefore aggregates to INR 872.68 after considering the offer price as per
valuation report above of INR 851, plus the aforesaid interest component of INR 21.68, per
offer share.
The public shareholders of the Target Company are advised to independently evaluate the
Open Offer and take an informed decision about tendering the equity shares held by them in
the Open Offer.
Instructions for remote e-voting and e-voting during the AGM:
The Company is providing to its Members, the facility to exercise their right vote on Resolutions set
forth in the Notice of the AGM, using electronic voting system platform (e-voting), provided by LIIPL
Registrar and Share Transfer Agent of the Company in compliance with Rule 20 of the Companies
(Management and Administration) Rules, 2014 read with Section 108 of the Act and Regulation 44
of the Listing Regulations. The facility for e-voting at AGM shall also be made available on the day
of AGM i.e. on September 29, 2020. The members who have not cast their votes through remote
e-voting can cast their vote at AGM.
Information and instructions including the details of user id and password relating to e-voting have
been sent to the members through e-mail. The same login credentials should be used for attending
the AGM through VC/OAVM.
The manner of remote e-voting by members holding shares in dematerialized form, physical mode
and members who have not registered their email addresses is provided in the Notice of the AGM
and is also available on the website of the Company: www.quesscorp.com/investor/dist/images/pdf/
AGM_Notice_2020.pdf and on the website of Company's Registrar and Share Transfer Agent, LIIPL
www.linkintime.co.in.
The e-voting facility will be available during the following voting period:
June 30, 2020".
In this connection as per the Company's Code
of Conduct for Regulating, Monitoring &
Reporting Trading by Insiders, the trading
window which was closed for trading by
designated persons from July 1, 2020 will now
remain closed till September 16, 2020.
For The Indian Wood Products Co. Ltd
Place: Kolkata
Anup Gupt
Date: 06.09.2020
Company Secretary
"IMPORTANT"
Whilst care is taken prior to
acceptance of advertising
copy, it is not possible to verify
its contents. The Indian
Express (P) Limited cannot be
held responsible for such
contents, nor for any loss or
damage incurred as a result of
under Help section or write an email to [email protected] or Call at Tel: 022-49186000.
Chairman of the Committee
By Order of the Board of Directors
DIN: 01452839
of Quess Corp Limited
Bengaluru
Sd/-
September 05, 2020
Kundan K Lal
Date: September 5, 2020
Place: Bengaluru
Company Secretary and Compliance Officer
PRESSMAN
Mukesh Butani Asked Questions ("FAQs") and Instavote e-Voting manual available at instavote.linkintime.co.in transactions with companies,
associations or individuals
advertising in its newspapers
or Publications. We therefore
recommend that readers
make necessary inquiries
before sending any monies or
entering into any agreements
with advertisers or otherwise
acting on an advertisement in
any manner whatsoever.

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