Dalmia Bharat Sugar and Industries : DBSIL AGM Notice 2017

DALMIA BHARAT SUGAR AND INDUSTRIES LIMITED

Registered Office: Dalmiapuram - 621 651, Distt. Tiruchirapalli, Tamil Nadu Phone No. 04329-235132 Fax No. 04329-235111

CIN L26942TN1951PLC000640 Email:[e-mail] Website: www.dalmiasugar.com

NOTICE NOTICE is hereby given that the Sixty Fifth Annual General Meeting of the Members of the Company will be held at the Registered Office of the Company at the Community Centre Premises, Dalmiapuram - 621 651, District Tiruchirapalli, Tamil Nadu, on Thursday, August 31, 2017 at 10.00 a.m. to transact the following business:

1. To consider and adopt the (a) audited Standalone Financial Statements for the year ended March 31, 2017, and the Reports of the Directors and Auditors thereon; and (b) audited Consolidated Financial Statements for the year ended March 31, 2017 and the Report of the Auditors' thereon.

2. To declare a dividend of 2.00 (100%) per equity share of 2/- each for the financial year ended March 31, 2017.

3. To appoint a Director in place of Shri T. Venkatesan (DIN 00124050), who retires by rotation and is eligible for re- appointment.

4. To consider, and if thought fit to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:-

   " RESOLVED THAT pursuant to section 139 of the Companies Act, 2013 read with the applicable Rules, NSBP

   & Co., Chartered Accountants,(Firm Regn. No. 007105N),be and are hereby appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of next sixth Annual General Meeting, subject to the ratification of their appointment by members at every Annual General Meeting, on payment of such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee of the Company, besides taxes, as applicable and reimbursement of travel and other out-of-pocket expenses incurred by them for the purpose of audit."

   AS SPECIAL BUSINESS

5. To consider, and if thought fit to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:-

   " RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any of the Companies Act, 2013 read with the applicable rules, the remuneration of HMVN & Associates, Cost Accountants (Firm Regn. No. 000290), appointed by the Board on the recommendation of the Audit Committee as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year endingon March 31, 2018, at 3,30,000/-plus taxes as may be applicable and reimbursement of travelling and other out of pocket expenses incurred by them for the purposes of conduct of such cost audit be and is hereby ratified."

6. To consider and if thought fit, to pass, with or without modification, the following Resolution as a SPECIAL RESOLUTION:

   " RESOLVED THAT the commission, salary and perquisites (other than contribution to provident fund, superannuation fund and gratuity fund) payable to Shri Jai Hari Dalmia (DIN 00009717), Managing Director designated as Vice-Chairman of the Company, on the Net Profits of the Company computed under section 198 of the Companies Act, 2013, be fixed at upto 5% of the Net Profits, effective April 1, 2016 till March 31, 2017."

7. To consider and if thought fit, to pass, with or without modification, the following Resolution as a SPECIAL RESOLUTION:

   " RESOLVED THAT the commission, salary and perquisites (other than contribution to provident fund, superannuation fund and gratuity fund) payable to Shri Gautam Dalmia (DIN 00009758), Managing Director of the Company, on the Net Profits of the Company computed under section 198 of the Companies Act, 2013, be fixed at upto 5% of the Net Profits, effective April 1, 2016 till January 15, 2017."

8. To consider and if thought fit, to pass, with or without modification, the following Resolution as a SPECIAL RESOLUTION: " RESOLVED THAT pursuant to the provisions of section 197, read with Schedule V and other applicable

   provisions, if any, of the Companies Act, 2013 and subject to the approval of the Central Government, if required, the Company hereby approves the revision in remuneration payable to Shri Jai Hari Dalmia (DIN 00009717), the Managing Director designated as Vice Chairman of the Company, with effect from April 1, 2017, on the salary, perquisites, etc. as set out in the deed of variation dated June 15,2017 to the agreement dated August 10,2016, entered into between the Company and Shri Jai Hari Dalmia.

   RESOLVED FURTHER THAT the aforesaid remuneration be considered as the minimum remuneration payable to him in the event of loss or inadequacy of profits in any financial year, provided however that the minimum remuneration for the financial year commencing on April 1, 2018 onwards be the aforesaid figures as increased by the annual increments granted to the Managing Director by the Nomination and Remuneration Committee. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to enhance and/or vary the remuneration and to alter/make or accept variations in the terms of appointment and in the other terms of the agreement, so however that, the remuneration and other terms and conditions are in accordance with the provisions of the Companies Act, 2013 including any statutory modifications or re- enactment thereof or any further amendments/ substitution thereto and any guidelines or notifications on managerial remuneration which may be issued or any rules that may be prescribed by the Central Government from time to time, and acceptable to Shri Jai Hari Dalmia."

9. To consider and if thought fit, to pass, with or without modification, the following Resolution as a SPECIAL RESOLUTION:

" RESOLVED THAT pursuant to the provisions of section 197, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to the approval of the Central Government, if required, the Company hereby approves the revision in remuneration payable to Shri Gautam Dalmia (DIN 00009758), the Managing Director of the Company, with effect from April 1, 2017, on the salary, perquisites, etc. as set out in the deed of variation dated June 15,2017 to the agreement dated August 10,2016, entered into between the Company and Shri Gautam Dalmia.

RESOLVED FURTHER THAT the aforesaid remuneration be considered as the minimum remuneration payable to him in the event of loss or inadequacy of profits in any financial year, provided however that the minimum remuneration for the financial year commencing on April 1, 2018 onwards be the aforesaid figures as increased by the annual increments granted to the Managing Director by the Nomination and Remuneration Committee. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to enhance and/or vary the remuneration and to alter/make or accept variations in the terms of appointment and in the other terms of the agreement, so however that, the remuneration and other terms and conditions are in accordance with the provisions of the Companies Act, 2013 including any statutory modifications or re- enactment thereof or any further amendments/ substitution thereto and any guidelines or notifications on managerial remuneration which may be issued or any rules that may be prescribed by the Central Government from time to time, and acceptable to Shri Gautam Dalmia."

By Order of the Board of Director

Place: New Delhi Isha Kalra

Dated : May 5, 2017 Company Secretary

Membership No. - ACS24748

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint another person as a proxy to attend and vote, on a poll, in his/her stead. Proxy form, duly completed, should be deposited at the Registered Office of the Company at least 48 hours before the commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty

   (50) and holding in the aggregate not more than ten percent of the total share capital of the Company.

2. The Register of Members of the Company will remain closed from August 25, 2017 to August 31, 2017 (both days inclusive).

3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is enclosed.

4. Members are requested to notify immediately the change in their address, if any, to the Depository Participant (in case shares are held in Demat Form) or Registrars and Share Transfer Agents/Registered Office of the Company (in case shares are held in physical form). Any communication with the Company will be greatly facilitated, if the Folio number is quoted in all correspondence.

5. In view of the "Green Initiative in Corporate Governance" introduced by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 17/2011 dated 21-04-2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail ids and consents to receive the future notices and annual reports by e-mail, so as to enable the Company to send all notices/ reports/ documents/ intimation and other correspondences etc., through e-mails., i.e., in electronic mode instead of sending physical copies of the same. Members holding shares in demat mode, who have not registered their e-mail IDs with Depository Participants (DPs), are requested to register/ update their e-mail IDs with their respective DPs.

6. Electronic copy of the Annual Report for 2017 is being sent to all the members whose email IDs are registered with the Company/DPs for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2017 is being sent in the permitted mode.

7. Electronic copy of the Notice of the Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Proxy Form is being sent to all the members whose email IDs are registered with the Company/ Depository participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Proxy Form is being sent in the permitted mode.

8. The Company has made arrangements with M/s Karvy Computershare Private Limited for providing remote voting facility through electronic means the details of which are mentioned on the reverse of the covering letter.

9. All documents referred to in the accompanying Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (10.00 am to 1.00 pm) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company.

10. Dalmiapuram can be reached by taking a Bus (Route No. 91 from Chattram Bus Stand, Tiruchirapalli or by any Bus going to Ariyalur or Chidambaram or Jayamkundam from the Chattram Bus Stand, Tiruchirapalli.

    Item No. 3:

    EXPLANATORY STATEMENT

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

    Shri T. Venkatesan is a graduate in Economics and a member of the Institute of Chartered Accountants of India. He has over 35 years of experience in Sugar, Automobile, Metal and Cement industries. He is with Dalmia group since 2006 and is the Dy Managing Director of Dalmia Cement (Bharat) Limited. He has been a Director on Board of the Company since 2007.

    He has an experience of a decade in one of the largest sugar producer in west Uttar Pradesh M/s. Triveni Engineering Limited. In his last assignment he was the CEO of M/s Sterlite Industries India Ltd as also the CEO and whole time director of M/s Vedanta Alumina Ltd. His expertise lies in accelerating growthand building organisational capability to ensure delivery of business goals.

    He holds 2000 shares of the Company.

    He is a Director and Committee member in the following Public Limited Companies:

    S. No.	Directorship in Other Companies	Membership in Committees
    1	Adhunik Cement Limited	Audit Committee- Chairman
    2	Dalmia Cement (Bharat) Limited	Nil
    3	DCB Power Ventures Limited	Nil
    4	Adhunik MSP Cement (Assam) Limited	Nil
    5	Khappa Coal Company Private Limited	Nil

    As per provisions of section 152(6) of the Companies Act, 2013, Shri T. Venkatesan being the director longest in office is liable to retire by rotation at the ensuing Annual General Meeting.

    The Company has received requisite intimation from him in terms of section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being re-appointed as a Director of the Company in Form DIR - 8. The aforesaid declarations are available for inspection of members.

    This statement may also be regarded as a disclosure under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    Except Shri T. Venkatesan, the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at item no. 3.

    Item No. 4:

    In terms of the first proviso to Section 139(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Audit & Auditors) Rules, 2014, the retiring Auditors, M/s. S.S. Kothari Mehta & Co., Chartered Accountants, has completed their two terms of 5 consecutive years each and also the cooling period of 3 years. In view of the same the Board of Directors on recommendation of the Audit Committee have proposed the appointment of NSBP & Co., Chartered Accountants, (Firm Regn. No. 007105N)as the Statutory Auditor of the Company for a term of 5 consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the next sixth Annual General Meeting of the Company. The members are to approve such appointment and fix the remuneration as stated in terms of the Resolution aforesaid.

    The Directors recommend the Resolution set out at item no. 4.

    None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at item no. 4.

    Item No. 5:

    In terms of Section 148 of the Companies Act, 2013, the Board of Directors of the Company have, on the recommendations of the Audit Committee, appointed M/s. HMVN & Associates, Cost Accountants, as the Cost Auditors of the Company to audit the cost records maintained by the Company in respect of its sugar and allied manufacturing activities of the Company.

    The remuneration of 3,30,000/- besides service tax and reimbursement of travelling and other out of pocket expenses fixed by the Board of Directors as being the fees payable to the Cost Auditor for conducting the Cost Audit, requires to be approved by the members in terms of Section 148(3) of the Companies Act, 2013.

    The consent given by M/s. HMVN & Associates to the effect that they are eligible to be appointed as the Cost Auditors of the Company is available for inspection of members.

    None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at item no. 5.

    Item No. 6 and 7:

    Keeping in view the profits for the year, the Board of Directors of the Company decided that it would be just and proper to remunerate the Shri Jai Hari Dalmia and Shri Gautam Dalmia, Managing Directors adequately by increasing their commission, salary and perquisites (other than contribution to provident fund, superannuation fund and gratuity fund) upto 5% of the Net Profits, allowed under the Companies Act, 2013 from upto 3% of net profits, fixed by the board earlier, effective from April 1, 2016 till the tenure ending on March 31, 2017 and January 15, 2017, respectively subject to the approval of the shareholders.

    Accordingly, the Board recommends the Special Resolutions at item no. 6 and 7 for the approval of the Shareholders of the Company.

    Shri Jai Hari Dalmia (holding 240000 Equity Shares of the Company) and Shri Gautam Dalmia (holding 151990 Equity Shares of the Company) being the Managing Directors have direct financial interest in the resolutions aforesaid as it relates to remuneration payable to them. Apart from Shri Jai Hari Dalmia and Shri Gautam Dalmia none of the Directors or the Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in the resolutions set out at item no. 6 & 7.

    Item No. 8 and 9:

    The shareholders of the Company in the Annual General Meeting held on September 9, 2016 approved the re-appointment of Shri Jai Hari Dalmia as Managing Director designated as Vice Chairman and Shri Gautam Dalmia as Managing Director of the Company with effect from April 1,2017 and January 16, 2017, respectively, for a period of five years. The Managing Directors of the Company are eligible for salary including basic salary, allowances and perquisites as per his terms of appointment and remuneration approved by the shareholders at the said Annual General Meeting.

    As per the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on May 5, 2017 approved the increase in remuneration of Shri Jai Hari Dalmia and Shri Gautam Dalmia with effect from April 1, 2017 till the period of their appointment. The Board is of the opinion that under their dynamic and continuous leadership, the Company would grow further and achieve better results in the years to come. Following are the revised terms and conditions for payment of remuneration to Shri Jai Hari Dalmia and Shri Gautam Dalmia, respectively:-

11. Shri Jai Hari Dalmia:

12. Salary:

13. Basic: N6,00,000/- per month Special Pay: N1,75,000/- per month