Notice is hereby given that the 33rd Annual General Meeting of the membersof BLUE CIRCLE SERVICESLIMITED will be held on Thursday 24th September2015 at 11.30 A.M. at Unit No. 323 & 324 3rd Floor Building No. 9 Laxmi Plaza NewLink Road Andheri (West) Mumbai-400 058 to transact following business as:
ORDINARY BUSINESS :
1. To receive consider and adopt the Directors Report and Audited Statement ofAccounts for the year ended 31st March 2015.
2. To consider and if thought fit to pass with or without modification(s) thefollowing Resolution as an Ordinary Resolution: "RESOLVEDTHAT pursuant to theprovisions of Section 139 read with The Companies (Audit and Auditor) Rules 2014 142 andother applicable provisions if any of the Companies Act 2013 and their correspondingrules and based on the recommendations of the Audit Committee M/s. Pradeep GuptaChartered Accountants Mumbai (Membership No. 048979) who have offered themselves forre-appointment and have confirmed their eligibility in terms of the provisions of Section141 of the Companies Act 2013 and Rule 4 of Companies (Audit and Auditors) Rules 2014be and are hereby re-appointed as Statutory Auditors of the Company to hold office fromthe conclusion of the 33rd Annual General Meeting up to the conclusion of the37th consecutive Annual General Meeting (subject to ratification by the membersat every subsequent AGM) at a remuneration as may be decided by the Board of Directors ofthe Company."
SPECIAL BUSINESS :
3. To consider and if thought fit to pass with or without modifications the followingresolution as an ordinary resolution : "RESOLVED THAT Pursuant to the provisions ofSection 149 (read with the Rule 3 of the Companies (Appointment & Qualification ofDirectors) Rules 2014 152 and all other applicable provisions of the Companies Act 2013(the Act) and the Rules framed there under and Clause 49 of the Listing Agreement enteredinto with the Stock Exchanges (including any statutory modifications or amendments orre-enactment thereof for the time being in force) read with Schedule IV to the Act Ms.Vandana N. Sahu (DIN : 07145984) who was appointed as an Additional Director of theCompany at the Board meeting held on 29th March 2015 and who holds the officeup to the date of this Annual General Meeting in terms of provision of section 161 of theAct and in whose respect the Company has received a notice from a member under Section160 of the Act together with necessary deposit as mentioned in the said sectionproposing the candidature of Ms. Vandana N. Sahu for the office of Director of theCompany be and is hereby appointed as Non-Executive Independent Director of the Companyfor the period of 5 Years commencing from 29th March 2015 and is not liable toretire by rotation."
4. To consider and if thought fit to pass with or without modifications the followingresolution as an ordinary resolution : "RESOLVED THAT pursuant to the provisions ofSections 2 (54) 196 197 203 read with Schedule V to the Act and all other applicableprovisions if any of the Companies Act 2013 (the Act) the Company hereby approvesappointment of Mr. Anil Kumar Purohit (DIN : 00082942) as Chairman & Managing Directorof the Company for a period of 3 years commencing from April 1 2015 up to March 31 2018upon the terms and conditions as set out in the Explanatory Statement and the Agreementsubmitted to this meeting which Agreement is hereby specifically sanctioned with libertyto the Board of Directors (hereinafter referred to as
"the Board" which term shall deemed to include any Committee of Directors forthe time being authorized by the Board of Directors) to alter and vary the terms andconditions of the said appointment and/or Agreement in such manner as may be agreed tobetween the Board and Mr. Anil Kumar Purohit." "RESOLVED FURTHERTHAT the Boardbe and is hereby authorized to do all such acts deeds and things as may be necessary togive effect to this resolution."
5. To consider and if thought fit to pass with or without modifications the followingresolution as a Special Resolution : "RESOLVED THAT pursuant to the provisions ofSections 5 14 and other applicable provisions if any of the Companies Act 2013 readwith the Companies (Incorporation) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) rules and regulations made thereunder the enabling provisions of the Memorandum and Articles of Association of theCompany and subject to the requisite approvals consents permissions and/or sanctions asmay be required if any the draft regulations contained in the Articles of Associationsubmitted to this meeting and duly initialed be and are hereby replaced altered modifiedand revised as per the new set of Articles of Association and the new set of Articles ofAssociation be and is hereby approved and adopted as the Articles of Association of theCompany in the place and in exclusion and substitution of the existing Articles ofAssociation of the Company; "RESOLVED FURTHERTHAT the Board of Directors of theCompany be and are hereby jointly or severally authorized to do all such acts deeds andthings that may be necessary proper expedient or incidental for the purpose of givingeffect to the aforesaid resolution."
1. The Statement pursuant to Section 102 of the Companies Act 2013 with respect to theSpecial Business set out in the Notice is annexed.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THECOMPANY. The instrument of Proxy in order to be effective must be received at theCompanys Registered Office not less than forty-eight hours before the Meeting.
In terms of Rule 19 of the Companies (Management and Administration) Rules 2014 aperson can act as a proxy on behalf of the members not exceeding fifty and holding in theaggregate not more than ten percent of the total share capital of the Company carryingvoting rights. A member holding more than ten percent of the total Share capital of thosecarrying voting rights may appoint a single person as proxy and such person shall not actas a proxy for any person or shareholder.
3. The Register of Member and the Share Transfer Books of the Company will remainclosed from 17th September 2015 to 24th September 2015 (both daysinclusive).
4. The Register of Directors and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act 2013 will be available for inspectionby the Members at the Annual General Meeting.
5. A detail of Director seeking appointment / re-appointment in this Annual GeneralMeeting is attached separately to the notice.
6. Corporate Members intending to send their authorized representatives to attend themeeting pursuant to Section 113 of Companies Act 2013 are requested to send to theCompany a certified copy of relevant Board Resolution together with their respectivespecimen signatures authorizing their representative(s) to attend and vote on their behalfat the meeting.
7. Relevant documents referred to in the accompanying Notice and in the ExplanatoryStatements are open for inspection by the Members at the Companys Registered Officeon all working days (except Saturdays Sundays and Public Holidays) between 11.00 A.M. to1.00 P.M. up to the date of this Annual General Meeting.
8. Shareholders/Investors are advised to send their queries/complaints through thededicated e-mail Id blue. email@example.com for quick and prompt redressal of theirgrievances.
9. The Shares of the Company are mandated by the Securities & Exchange Board ofIndia (SEBI) for trading in dematerialized form by all investors.
10. The identity/signature of Members holding shares in electronic/demat form is liablefor verification with the specimen signatures furnished by NSDL/CDSL. Such Members areadvised to bring the relevant identity card issued by appropriate authorities to theAnnual General Meeting.
11. Members desirous of getting any information about the accounts of the Company arerequested to send their queries so as to reach at-least ten days before the meeting at theRegistered Office of the Company so that the information required can be made readilyavailable at the meeting.
12. Members are requested to intimate change in their address immediately to M/s PurvaSharegistry (India) Pvt.
Ltd. the Companys Registrar and Share Transfer Agents at their office at 9Shiv Shakti Ind. Estate Ground Floor J. R. Boricha Marg Lower Parel Mumbai-400 011.
13. Members holding shares in physical form in the same set of names under differentfolios are requested to apply for consolidation of such folios along with relevant ShareCertificates to M/s Purva Sharegistry (India) Pvt. Ltd. Registrar and Share TransferAgents of the Company at their address given above.
14. The Securities and Exchange Board of India (SEBI) vide Circular ref. no.MRD/DOP/CIR-05/2007 dated
April 27 2007 made PAN mandatory for all securities market transactions and offmarket/private transaction involving transfer of shares in physical form of listedCompanies it shall be mandatory for the transferee (s) to furnish copy of PAN Card to theCompany/RTAs for the registration of such transfer of shares.
SEBI further clarified that it shall be mandatory to furnish a copy of PAN in thefollowing cases: a) Deletion of name of the deceased shareholder (s) where the shares areheld in the name of two / more shareholders. b) Transmission of shares to the legalheir(s) where deceased shareholder was the sole holder of shares. c) Transposition ofshares when there is a change in the order of names in which physical shares areheld jointly in the name of two or more shareholders.
15. Members holding shares in physical form and desirous of making a nomination inrespect of their shareholdings in the Company as permitted under Section 72 of theCompanies Act 2013 read with Rule 19 of Companies (Share Capital and Debentures) Rules2014 may fill SH-13 and send the same to the office of RTA of the Company. In case ofshares held in dematerialized form the nomination/change in nomination should be lodgedwith their DPs.
16. Shareholders who have not en-cashed their dividend warrants for the dividendsdeclared for the financial years
2009-10 2010-11 and 2011-12 are requested to send a letter along with unclaimeddividend warrant if any or letter of undertaking for issue of duplicate dividendwarrant/demand draft. Pursuant to the provisions of Investor Education and Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on September 20 2013 (date of last Annual General Meeting) on thewebsite of the Company (www.bluecircleservices.com) as also on the website of theMinistry of Corporate Affairs.
17. In terms of Section 124 and 125 of the Companies Act 2013 any dividend remainingunpaid for a period of seven years from the due date of payment is required to betransferred to the "Investor Education & Protection Fund" (IEPF). Membersare requested to en-cash their Dividend Warrants promptly. It may be noted that once theunclaimed dividend is transferred to the IEPF as above no claim shall lie with theCompany in respect of such amount.
18. The Company is concerned about the environment and utilizes natural resources in asustainable way. We request you to update your email address with your DepositoryParticipants to enable us to send you the quarterly reports and other communication viaemail.
19. Copies of Annual Report 2015 will be sent by electronic mode only to the memberswhose email address are registered with the Companys Depository Participant(s) forcommunication purposes unless any member has requested for a hard copy of the AnnualReport. The Members who have not registered their email address physical copies of AnnualReport 2015 are being sent by the permitted mode.
20. The Notice for the 33rd AGM and instructions for e-voting along withAttendance Slip and Proxy Form is being sent by electronic mode to all those memberswhose email addresses are registered with the Company / Depository Participant(s) unless amember has requested for a hard copy of the same. Members are requested to bring copies ofAnnual Report to the Annual General Meeting. For members who have not registered theiremail address physical copies of aforesaid documents are being sent by the permittedmode.
21. Members can opt for one mode of voting i.e. either by physical ballot or throughe-voting. If Members opt for e-voting then do not vote by Physical Ballot or vice-a-versa.However in case Members cast their vote both by Physical Ballot and e-voting then votingdone through e-voting shall prevail and voting done by Physical Ballot will be treated asinvalid.
22. In terms of the provisions of Section 107 of the Companies Act 2013 since theresolutions as set out in this
Notice are being conducted through e-voting or physical Ballot the said resolutionswill not be decided on a show of hands at the AGM. The voting right of all shareholdersshall be in proportion to their share in the paid up equity share capital of the Companyas on the cut-off date i.e. September 17 2015.
23. In terms of Clause 35B of the Listing Agreement in order to enable its memberswho do not have access to e-voting facility to send their assent or dissent in writing inrespect of the resolutions as set out in this Notice a Proxy cum Ballot Form is attached.Members desiring to exercise vote by Ballot are requested to carefully read theinstructions printed in the form to complete the Ballot Form with assent (for) or dissent(against) and send it to Ms. Gayatri Bhide Scrutinizer C/o Purva Sharegistry (India)Private Limited Unit: Blue Circle Services Limited No. 9 Shiv Shakti Industrial EstateGround Floor J. R. Boricha Marg Opposite Kasturba Hospital Lower Parel Mumbai-400 011Tel. No: +91 22-2301 8261 Fax No : +91 22- 2301 2517 E-mail : purvashr@ mtnl.net.in soas to reach him on or before September 21 2015 by 5.00 p.m. Any Ballot Form receivedafter the said date shall be treated as if the reply from the Members has not beenreceived.
24. In light of the recent judgment of the Bombay High Court until clarity isavailable members who have not voted electronically or through ballot will be permittedto deposit the filled in Ballot Forms physically at the AGM to enable them to exercisetheir vote.
25. (i) Members who have registered their e-mail addresses with the depositories orwith the Companys RTA are being sent Notice of ballot by e-mail and members who havenot registered their e-mail addresses will receive Ballot Form along with the Noticethrough Courier/Post.
(ii) Members can request for a Ballot Form at Purva Sharegistry (India) PrivateLimited Unit: Blue Circle Services Limited No. 9 Shiv Shakti Industrial Estate GroundFloor J. R. Boricha Marg Opposite Kasturba Hospital Lower Parel Mumbai-400 011 or theymay also address their request through e-mail to: firstname.lastname@example.org Contact no +91 222301 8261.
(iii) In case of voting by physical ballot non-individual members (i. e. other thanindividuals HUF NRI etc.) are required to send a copy of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorizedsignatory(ies) who are authorized to vote to the Scrutinizer along with the Ballot Formso as to reach the Scrutinizer on or before 5.00 p.m. on Monday September 21 2015.
(iv) The Scrutinizer will scrutinize the voting process (both e-voting and voting byphysical ballot) in a fair and transparent manner. The Scrutinizer shall within a periodnot exceeding three (3) working days from the conclusion of the e-voting period unblockthe votes in the presence of at least two (2) witnesses not in the employment of theCompany and make a Scrutinizers Report of the votes cast in favor or against ifany forthwith to the Chairman of the Company. The results shall be declared on or afterthe AGM of the Company. The results declared along with the Scrutinizers Reportshall be available on the Companys website within two (2) days of passing of theresolution at the AGM of the Company and communicated to the stock exchange.
26. The shareholders can also access the Annual Report 2014-2015 of the Companycirculated to the Members of the Company and other information about the Company onCompanys website i.e. www.bluecircleservices. com or on Stock Exchange websiteswhich is www.bseindia.com.
27. Additional Information pursuant to Clause 49 of Listing Agreement with StockExchanges in respect of the
Directors seeking appointments at the AGM are furnished and forms a part of Notice.The Directors have furnished the requisite consents / declarations for their appointment.
28. Members/Proxies should bring the attendance slip duly filed in and signed forattending the meeting. 29. Members are requested to quote Folio Number/DP ID & ClientID in their correspondence. 30. The Equity shares of the Company are listed on BSE Limitedand Listing Fees for the financial year 2015-2016 have been paid to BSE.
31. In compliance with the provisions of Section 108 of the Companies Act 2013 andRule 20 of the Companies
(Management and Administration) Rules 2014 as amended from time to time the Companyis pleased to provide to the members facility of "remote e-voting" (e-votingfrom place other than venue of the AGM) to exercise their votes at the 33rd AGMby electronic means and the business may be transacted through e-voting as per detailsbelow:-a) Date and time of commencement of voting through electronic means: MondaySeptember 21 2015 at 9.30 a. m.
b) Date and time of end of voting through electronic means beyond which voting will notbe allowed :
Wednesday September 23 2015 at 5.00 p. m. c) During this period shareholders ofthe Company holding shares either in physical form or in dematerialized form as on thecut-off date September 17 2015 may cast their vote electronically irrespective of modeof receipt of notice by the shareholder. The e-voting module shall be disabled by CDSL forvoting thereafter. d) Details of Website: www.evotingindia.com e) Details of Scrutinizer:Gayatri Bhide Practicing Company Secretary (ACS No. 31886) Prop. M/s. G. S. Bhide &Associates Vapi (Gujarat). E-mail: email@example.com. f) Once the vote on aresolution is cast by the shareholder the shareholder shall not be allowed to change/modify the vote subsequently.
32. The instructions for Members for e-voting are as under:
Applicable in all cases whether NOTICE is received by e-mail or in physical form: i Theshareholders should log on to the e-voting website www.evotingindia.com during the votingperiod ii Click on "Shareholders" tab iii Now select the BLUE CIRCLE SERVICESLIMITED from the drop down menu and click on "SUBMIT" iv Now Enter your User IDa. For CDSL: 16 digits beneficiary ID b. For NSDL: 8 Character DP ID followed by 8 DigitsClient ID c. Members holding shares in Physical Form should enter Folio Number registeredwith the Company. v Next enter the Image Verification as displayed and Click on Login. viIf you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company then your existing password is to be used. viiIf you are a first time user follow the steps given below:
For Members holding Shares in Demat Form and Physical Form
| ||Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
| || Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the sequence number in the PAN field. |
|PAN || In case the sequence number is less than 8 digits enter the applicable number of 0s before the number after the first two characters of the name in CAPITAL letters. e.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. |
|DOB ||Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio. |
|Dividend || |
|Bank || Please enter the DOB or Dividend Bank Details in order to login. If the details are not |
|Details ||recorded with the depository or company please enter the member id / folio number in |
| ||the Dividend Bank details field as mentioned in the instructions (iv). |
viii After entering these details appropriately click on "SUBMIT" tab. ixMembers holding shares in physical form will then directly reach the Company selectionscreen. However members holding shares in demat form will now reach PasswordCreation menu wherein they are required to mandatorily enter their login password inthe new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible tovote provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost care to keepyour password confidential.
x For Members holding shares in physical form the details can be used only fore-voting on the resolutions contained in this Notice. xi Click on the EVSN for BLUE CIRCLESERVICES LIMITED on which you choose to vote.
xii On the voting page you will see "RESOLUTION DESCRIPTION" and against thesame the option "YES/NO" for voting. Select the option YES or NO as desired. Theoption YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.
xiii Click on the "RESOLUTIONS FILE LINK" if you wish to view the entireResolution details.
xiv After selecting the resolution you have decided to vote on click on"SUBMIT". A confirmation box will be displayed. If you wish to confirm yourvote click on "OK" else to change your vote click on "CANCEL" andaccordingly modify your vote.
xv Once you "CONFIRM" your vote on the resolution you will not be allowed tomodify your vote.
xvi You can also take out the print of the voting done by you by clicking on"Click here to print" option on theVoting page.
xvii If Demat account holder has forgotten the changed password then enter the User IDand the image verification code and click on Forgot Password & enter the details asprompted by the system.
xviii Note for Non Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals HUF NRI etc.) arerequired to log on to www.evotingindia.com and register themselves as Corporate andCustodians respectively.
Scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to firstname.lastname@example.org.
After receiving the login details a compliance user should be created using theadmin login and password. The Compliance user would be able to link the account(s) forwhich they wish to vote on.
The list of accounts should be mailed to helpdesk email@example.com and onapproval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian if any should be uploaded in PDF format in thesystem for the scrutinizer to verify the same. xix In case you have any queries or issuesregarding e-voting you may refer the Frequently Asked Questions ("FAQs") ande-voting manual available at firstname.lastname@example.org under help section or write an email email@example.com.
|Mumbai July 27 2015 ||By order of the Board |
| ||For BLUE CIRCLE SERVICES LIMITED |
|Registered Office : || |
|Office No. 33 Basement || |
|Mona Shopping Centre ||ANIL PUROHIT |
|J. P. Road Near Navrang Cinema ||(DIN : 00082942) |
|Andheri (West) Mumbai-400 058 ||Chairman & Managing Director |