Notice is hereby given that the 55th Annual General Meeting of the members of Süd-Chemie India Pvt. Limited will be held on Monday, the 30th day of September 2024 at 10.30 a.m at the Registered Office of the Company at Edayar Industrial Development Area, Binanipuram- 683502, Ernakulam District, Kerala State to transact the following business:
- To receive, consider and adopt the audited Profit and Loss Account, the Cash Flow Statement and the Statement of Changes in Equity for the financial year ended 31st March 2024 and the Balance Sheet as at that date and the Auditors' Report and the Report of the Directors thereon.
- To confirm and take note of the declaration and distribution of Interim Dividends for the Financial Year 2023-24.
- To confirm and ratify the re-appointment of Ms. Arshia A. Lalljee as Managing Director of the Company for a period of one year with effect from 1st April, 2024.
- To confirm and ratify the re-appointment of Mr. Iskander A. Lalljee as Joint Managing Director of the Company for a period of one year with effect from 1st April, 2024.
1. To Approve the Adoption of Altered Articles of Association of the Company
To consider and if thought fit to pass with or without modifications, the following as a SPECIAL RESOLUTION: -
"RESOLVED THAT, pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 read with Company's (Incorporation) Rules, 2014 to the extent notified and in effect and subject to the approval of the Members, Clause A7A(A7A1 TO A7A17)is added in the Articles of Association of the Company after A7(A71)be and is hereby appended by the following:
Clause A7A1 TO A7A17 is added in the AOA as follows:
A7A. DEMATERIALIZATION OF SHARES
A7A.1 Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its existing Shares, rematerialize its Shares held in the Depositories and/or to offer its fresh Shares in a dematerialized form pursuant to the Depositories Act, and the rules framed thereunder, if any.
A7A.2 Subject to the applicable provisions of the Companies Act, the Company may exercise an option to issue, dematerialize, hold the securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialized, in which event the rights and obligations of the parties concerned and matters connected therewith or incidental thereto shall be governed by the provisions of the Depositories Act.
A7A.3 If a Person opts to hold his Shares with a Depository, the Company shall intimate such Depository the details of allotment of the Shares and on receipt of the information, the Depository shall enter in its record the name of the allottee as the Beneficial Owner of the Shares.
A7A.4 Shares in Depositories to be in fungible form : All Shares held by a Depository shall be dematerialized and be held in fungible form. Nothing contained in Sections 88, 89 and 186 of the Companies Act shall apply to a Depository in respect of the Shares held by it on behalf of the Beneficial Owners.
A7A.5 Rights of Depositories & Beneficial Owners :
(I) Notwithstanding anything to the contrary contained in the Companies Act or these Articles, a Depository shall be deemed to be the Registered Holder for the purposes of effecting transfer of ownership of Shares on behalf of the Beneficial Owner.
(II) Save as otherwise provided in (I) above, the Depository as the Registered Holder of the Shares shall not have any voting rights or any other rights in respect of the Shares held by it.
(III) Every person holding shares of the Company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a Shareholder of the Company.
(IV) The Beneficial Owner of Shares shall, in accordance with the provisions of these Articles and the Companies Act, be entitled to all the rights and subject to all the liabilities in respect of his Shares, which are held by a Depository.
A7A.6 Except as ordered by a Court of competent jurisdiction or as may be required by Applicable Law required and subject to the applicable provisions of the Companies Act, the Company shall be entitled to treat the person whose name appears on the Register as the holder of any share or whose name appears as the Beneficial Owner of any share in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or interest in respect of such shares or (except only as by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice thereof but the Board shall at their sole discretion register any share in the joint names of any two or more persons or the survivor or survivors of them.
A7A.7 Register and Index of Beneficial Owners: The Company shall cause to be kept a Register and Index of members with details of shares and debentures held in materialized and dematerialized forms in any media as may be permitted by Applicable Law including any form of electronic media. The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act shall be deemed to be a Register and Index of members for the purposes of this Companies Act. The Company shall have the power to keep in any state or country outside India a register resident in that state or country.
A7A.8 Cancellation of Certificates upon surrender by Person: Upon receipt of certificate of securities on surrender by a person who has entered into an agreement with the Depository through a participant, the Company shall cancel such certificates and shall substitute in its record, the name of the Depository as the registered holder in respect of the said Shares and shall also inform the Depository accordingly.
A7A.9 Service of Documents: Notwithstanding anything contained in the Companies Act or these Articles to the contrary, where Shares are held in a Depository, the records of the beneficial ownership may be served by such Depository on the Company by means of electronic mode or by delivery of floppies or discs.
A7A.10 Transfer of Shares: Request for effecting transfer of Shares, shall be processed in accordance with the Section 56 of the Companies Act, the rules and such other conditions as may be prescribed under Applicable Law including the provisions of the Depositories Act and shall be subject to Articles A8 to A13 of these Articles. The transferor shall be deemed to remain a member in respect of such Share until the name of the transferee is entered in the Register in respect thereof. Every instrument of transfer of shares shall be in the form prescribed under the Applicable Law and shall be in accordance with the relevant provisions of the Applicable Law, from time to time.
A7A.11 Allotment of Shares dealt with in a Depository: Notwithstanding anything in the Companies Act or these Articles, where Shares are dealt with by a Depository, the Company shall intimate the details of allotment of relevant Shares thereof to the Depository immediately on allotment of such Shares.
A7A.12 Certificate Number and other details of Shares in Depository: Nothing contained in the Companies Act or these Articles regarding the necessity of having certificate number/distinctive numbers for Shares issued by the Company shall apply to Shares held with a Depository.
A7A.13 Provisions of Articles to apply to Shares held in Depository: Except as specifically provided in this Article A7A, the provisions relating to joint holders of Shares, calls, lien on Shares, forfeiture of Shares and transfer and transmission of Shares shall be applicable to Shares held in Depository so far as they apply to Shares held in physical form subject to the provisions of the Depositories Act.
A7A.14 Depository to furnish information: Every Depository shall furnish to the Company information about the transfer of securities in the name of the Beneficial Owner at such intervals and in such manner as may be specified by Applicable Law and the Company in that behalf.
A7A.15 Option to opt out in respect of any such Security: Subject to compliance with Applicable Law, if a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform the Depository accordingly. The Depository shall on receipt of such information make appropriate entries in its records and shall inform the Company. The Company shall within 30 (thirty) days of the receipt of intimation from a Depository and on fulfilment of such conditions and on payment of such fees as may be specified by the regulations, issue the certificate of securities to the Beneficial Owner or the transferee as the case may be.
A7A.16 In these Articles, the following terms mean:
“Beneficial Owner” shall mean and refer to beneficial owner as defined under the Depositories Act.
“Registered Holder” shall mean and refer to registered holder as defined under the Depositories Act.
“Depositories Act” shall mean The Depositories Act, 1996 and shall include any statutory modification or re-enactment thereof.
“Depositories” shall mean and refer to Depository as defined under the Depositories Act.
A7A.17 Overriding effect of this Article A7A: Provisions of this Article A7A will have full effect and force not withstanding anything to the contrary or inconsistent contained in any other Articles, but always subject to Articles A8 to A13 of these Articles.
"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, be and is hereby authorized to do all such acts, deeds, matters and things, including delegation of all or any of its powers herein conferred to its Directors.”
"FURTHER RESOLVED THAT, the Company be and is hereby obligated to issue/ provide only the Amended Articles of Association for any future correspondence wherever it is required."
2. To approve the appointment and remuneration of Cost Auditors:
To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT the appointment of M/s. N. P. Gopalakrishnan & Co, Cost Accountants, Kochi as the Cost Auditor of the Company for Cost Audit in terms of Section 148 of the Companies Act, 2013 for the financial year 2024-25 at such remuneration as may be decided by the Managing Director of the Company in consultation with the said auditors plus taxes and out of pocket expenses be and is hereby approved.”
By Order of the Board
For Süd-Chemie India Pvt. Ltd.
Arshia A Lalljee Managing, Director
Place: Binanipuram
Date:
Notes:
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. The instrument appointing proxy, in order to be effective, must be deposited with the registered office of the Company at least 48 hours before the meeting.
2. Statement pursuant to Section 102(1) of the Companies Act, 2013 on the special business to be transacted attached.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
The following statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:
Item No 1.
To Approve the Adoption of Altered Articles of Association of the Company.
With the enactment of the Depositories Act, 1996, and coming into operation of the depository system, some of the provisions of the Companies Act, 2013, relating to the issue, holding, transfer, transmission of equity shares and other securities of companies have been amended to facilitate the implementation of the depository system.
The depository system of holding securities in an electronic mode is a far safer and more convenient method of securing, holding and trading in the securities of a company.
Under the depository system, the securities can be dematerialised. The Company intends joining a depository. It is, therefore, proposed that the Company's Articles of Association be suitably altered, as set out in the proposed resolution to enable it to dematerialise its securities. The resolution contains (i) definitions of some of the important terms used in the system; (ii) dematerialisation of securities; (iii) options for investors; (iv) securities in depositories to be in fungible form; (v) distinctive numbers of securities held in a depository; (vi) rights of depositories and beneficial owners; (vii) service of documents; (viii) transfer of securities; (ix) allotment of securities dealt in a depository; and (x) register and index of beneficial owners.
None of the Directors of the Company is concerned or interested in the proposed resolution except to the extent of shareholdings of the directors.
The copy of altered Articles of Association of the Company is available for inspection for members on any working day and during business hours at the Registered Office of the Company.
Item No 2.
Appointment of Cost Auditor of the company.
It was proposed by the Board in its meeting held on 13.06.2024 to appoint M/s. N.P.Gopalakrishnan & Co, Cost Accountants, Kochi as Cost Auditors for 2024-25 prescribed under Section 148 of the Company Act, 2013 in terms of their letter dated 07.05.2024 at such remuneration as may be decided by the Managing Director of the Company in consultation with the said auditors plus taxes and out of pocket expenses subject to the approval of the members in the Annual General Meeting.
In terms of Rule 14 of Companies (Audit and Auditors) Rules 2014, the appointment and remuneration payable to the Cost Auditors is to be approved by the Shareholders. Hence this resolution is put for the consideration of the shareholders.
None of the Directors and Key Managerial personnel or relatives of them is concerned or interested in the above resolution.
The Board of Directors recommends ordinary resolution set out at Item No.2 of the Notice for consideration and approval by the Members.
By Order of the Board
For Süd-Chemie India Pvt. Ltd.
Arshia A Lalljee, Managing Director
Place: Binanipuram
Date:
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