Sikko Industries Limited — Proxy Solicitation & Information Statement 2019

Apr 10, 2019

Sikko Industries Ltd.

AN 150 9001 :2008 & 14001 :2004 COMPANY

Website: www.sikkoindia.com

Date: April 09, 2019

To,

Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, BandraKurla Complex Bandra East, Mumbai - 400051

Respected Sir / Ma'am,

Sub: Submission of Notice of Extra Ordinary General Meeting.

Ret: SIKKO INDUSTRIES LIMITED (SYMBOL: SIKKO)

This is to inform you that the Extra Ordinary General Meeting of our Company is scheduled to be held on Monday, May 06,2019 at 04:00 P.M. at the registered office of the Company at 508, Iscon Eligance, Nr. Jain Temple Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad -380051, Gujarat to transact the businesses mentioned in the Notice of Extra Ordinary General Meeting.

The Register of Members and Share Transfer Books of the Company from Saturday, May 04,2019 to Monday, May 06,2019 (both days inclusive) for the purpose of EOGM and same will be re-opened from Tuesday, May 07, 2019 onwards.

We have attached herewith the Notice of Extra Ordinary General Meeting of our Company for kind perusal of Stakeholders.

Jayantib i Kumbhani Managing . ector DIN: 0058 07

Place: Ahmedabad

End: Ala.

Regd. Office: 508, "Iscon Eligance", Nr. Jain Temple, Nr. Prahladnagar Pick Up Stand, S. G. Highway, Vejalpur, Ahmedabad-380051. Ph. +91 7966168950/66168951/27445950/27445951

Factory:

(Pesticide Unit) 55- A & B ,Ambica Estate, Sanand-Viramgam Highway, Taluka: Sanand, Dist: Ahmedabad, AT: IYAVA (Fertilizer Unit- No.2) 193/2 & 193/2/2, Ambica Estate, Sanand-Viramgam Highway, Taluka: Sanand, Dist: Ahmedabad, AT: IYAVA Email: sikkoltd@gmail.com.tradesikko@gmail.com.info@sikkoindia.com

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NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting No. (EOGM No. 01/2019-20) ("EoGM") of the members of Sikko Industries Limited will be held on Monday, May 6, 2019 at 04:00 P.M. at the registered office of the Company situated at 508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India) to transact the following Special business;

1. Appointment of Statutory Auditors to fill casual vacancy caused due to resignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W):

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

"RESOLVED THAT pursuant to the provisions of section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and pursuant to the recommendation made by the Audit Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to appoint M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) as Statutory Auditor of the Company to fill up the casual vacancy caused due to resignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W).

RESOLVED FURTHER THAT M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) shall hold the office as Statutory Auditor of the Company for a period up to the conclusion of ensuing Annual General Meeting (19th AGM) of the Company and they shall conduct the Statutory Audit for the financial year ending on March 31, 2019 at such remuneration as may be fixed by the Board of Directors, on the recommendation of the Audit Committee in consultation with the Auditors.

RESOLVED FURTHER THAT any of the board of directors or Company Secretary of the Company, be and are, hereby severally or jointly empowered and authorized to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with Registrar of Companies."

By order of the Board For, Sikko Industries Limited --sd--

Date: April 5, 2019 Place: Ahmedabad

Lata Dharmani Company Secretary Mem. No.: 55070

NOTES:

• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of special business to be transacted at the (EOGM NO. 01/2019-20) Extraordinary General Meeting (EOGM), as set out under Item No. 1 above is annexed hereto.
• 1. A Member entitled to attend and vote at the Extra-ordinary General Meeting (EOGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company.

A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than 48 (Forty-Eight) Hours before the commencement of the EOGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable.

During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the company.

• 1. Members/Proxies should bring their Attendance slip duly completed for attending the meeting. The signature of the attendance slip should match with the signature(s) registered with the Company. Members holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.
• 1. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the meeting.
• 1. In case of joint holders attending the meeting together, only whose name appearing first will be entitled to vote.
• 1. The route map showing directions to reach the venue of the EOGM is annexed at the end of this Notice and uploaded on the website of the Company.
• 1. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the

Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long period of time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

• 1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents to provide efficient and better services.
• 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 depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Registrar and Share Transfer Agent of the Company – Purva Sharegistry India Private Limited (PSIPL).
• 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to PSIPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The Nomination Form can be obtained from the PSIPL. Members holding shares in physical form may submit the same to PSIPL. Members holding shares in electronic form may submit the same to their respective depository participant.
• 1. The Company is concerned about the environment and utilizes natural resources in a sustainable way. We request every member to update their email address with concerned Depository Participant and PSIPL to enable us to send you the communications via email.
• 1. The Notice of the EOGM is being sent by electronic mode to those Members whose e-mail

addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice will also be available on the Company's website viz. www. sikkoindia.com.

• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Extra-ordinary General Meeting.
• 1. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Extra-ordinary General Meeting.
• 1. Pursuant to exemption granted under Section 108 of the Act and the Rules framed there under, as amended from time to time, to the Companies referred to in Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (earlier Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2009), the voting shall be carried out at the Extra-ordinary General Meeting through declaration of Poll in terms of Section 109 of the Companies Act, 2013 and requirement of Stock Exchange.
• 1. The Register of Members and Share Transfer Books of the Company will be closed from Saturday, May 4, 2019 to Monday, May 6, 2019 (both days inclusive) for the purpose of Extraordinary General Meeting and same will be reopened from Tuesday, May 07, 2019 onwards. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, May 3, 2019, shall be entitled to vote at the EOGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
• 1. The Company has appointed CS Anand S Lavingia, Practicing Company Secretary as a Scrutinizer for conducting the entire poll process for the resolution proposed in this EoGM.
• 1. The Results of Voting on the business transacted at the Extra-ordinary General Meeting shall be placed on the website of the Company www.sikkoindia.com 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 National Stock Exchange of India Limited.

Date: April 5, 2019 Place: Ahmedabad

Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013 and Secretarial Standard 2 on General Meeting)

Item No. 1

Appointment of Statutory Auditors to fill casual vacancy caused due to resignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W):

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W), who were appointed as Statutory Auditor of the Company by the Members in their 17th Annual General Meeting held on September 29, 2017 for a period from the conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting of the Company to be held in the calendar year 2022, subject to ratification of the appointment by the Members at every subsequent Annual General Meeting to be held after 17th Annual General Meeting of the Company. They had completed the Audit for the Financial Year 2017- 18. However, they have tendered their resignation from the position of Statutory Auditors vide their letter dated April 2, 2019 their internal policy about charging fees. Due to which a casual vacancy in the office of Statutory Auditor of the Company as envisaged by Section 139(8) of the Companies Act, 2013 ("Act") has been arisen.

Casual vacancy caused by the resignation of statutory auditor can only be filled by the shareholders in General Meeting within 3 (three) months from the date of recommendation of the Board of Directors of the Company.

The Audit Committee in their meeting held on April 4, 2019 have recommended the appointment M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) as Statutory Auditors of the Company to fill up the casual vacancy caused by resignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W). The Board of Director of the Company in their meeting held on April 4, 2019 has approved and recommended the appointment of M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) as Statutory Auditors of the Company to fill the casual vacancy caused by resignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN: 101895W).

M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors, Key Managerial Personnel of the Company and their relatives is in any way concerned or interested, financially or otherwise in the Resolution.

By order of the Board For, Sikko Industries Limited --sd-- Lata Dharmani Company Secretary Mem. No.: 55070

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329 Registered office: 508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India). Website: www.sikkoindia.com; Email: compliance@sikkoindia.com; Phone No.: +91 79 6616 8950

ROUTE MAP TO THE VENUE OF EXTRA-ORDINARY GENERAL MEETING

SIKKO INDUSTRIES LIMITED

508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India).

FOR QUERIES CONTACT US:

Email: compliance@sikkoindia.com Phone No.: +91 79 6616 8950

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Registered office: 508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India). Website: www.sikkoindia.com; Email: compliance@sikkoindia.com; Phone No.: +91 79 6616 8950

ATTENDANCE SLIP

Regd. Folio No./DP Id No./Client Id No.
No. of Shares held
Name and Address of the First Shareholder (INBLOCK LETTERS)(Applicableforinvestorholdingsharesinelectronic form.)
Name of the Joint holder (if any)

I/we hereby record my/our presence at the Extra-ordinary General Meeting No. 01/2019-20 of the Members of Sikko Industries Limited held on Monday, May 6, 2019 at 04:00 P.M. at the registered office of the Company situated at 508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India).

______________________________________ ___________________________

Member's/Proxy's Name in Block Letters Member's/Proxy's Signature

Notes: Please fill up this attendance slip and hand it over at the entrance of the venue of meeting.

-------------------------------------------------------------------Please tear here------------------------------------------------------------------

PROXY FORM

(Form No. MGT-11 - Pursuant to section 105(6) of the Companies Act, 2013 Rules made there under)

	Name of the member(s)
	Registered Address
	E-mail Id
	Folio No/Client Id
		I/We, being the member (s) ofshares of the above named company, hereby appoint
1.		Name: __________________________________________________________________________________________________
		Address: ________________________________________________________________________________________________
		E-mail Id:_____________________________________________ Signature: _____________________________ or failing him
2.		Name: __________________________________________________________________________________________________
		Address: ________________________________________________________________________________________________
		E-mail Id:_____________________________________________ Signature: _____________________________ or failing him
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 Extra-ordinary General Meeting No. 01/2019-20 of the Members of Sikko Industries Limited held on Monday, May 6, 2019 at 04:00 P.M. at the registered office of the Company situated at 508, Iscon Eligance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051, Gujarat (India) and/or any adjournment thereof in respect of such resolutions as are indicated below:

ResolutionNo.	Resolution		Vote (Optional see Note 2)(Please mention no. ofshares
Ordinary businesses		For	Against	Abstain
1.	Appointment of Statutory Auditors to fill casual vacancy caused due toresignation of M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad(FRN: 101895W)
Signed thisday of 2019__________________________________________Signature of shareholderSignature of Proxy holder(s)				AffixRevenueStamp ofnot lessthan Rs. 1

Note:

• 1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the Annual General Meeting (on or before Saturday, May 4, 2019 at 04:00 P.M.)
• 1. It is optional to indicate your preference. If you leave the 'for', 'against' or 'abstain' column blank against any or all of the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.