NOTICE TO THE MEMBERS

NOTICE is hereby given that the Twenty Sixth Annual General Meeting of the members of EMPIRE SPICES AND FOODS LIMITED will be held on Tuesday, October 27, 2020 at 11:30 a.m. to transact the following business through video conferencing (“VC”) / other audio visual means (OAVM):

ORDINARY BUSINESS

  1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors’ and Auditors’ thereon.
  2. To declare a dividend on equity shares for the financial year ended March 31, 2020.
  3. To appoint a Director in place of Shri. HEMANT MOTILAL RATHI (DIN:00175854), who retires by rotation and being eligible, offers himself for re-appointment.
  4. To appoint a Director in place of Shri. SHARAD DEEPCHAND BEDMUTHA (DIN:03431938), who retires by rotation and being eligible, offers himself for re-appointment.

5.To appoint Auditor to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:

“RESOLVED THAT pursuant to Sections 139(1), 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby appoints the M/S. C. V. Chitale & Co, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2021 at such remuneration plus Goods & Service Tax, out-of-pocket, traveling and living expenses, etc. as may be mutually agreed by the Board of Directors of the company and the said auditor .”

By Order of the Board of Directors

UMESH LAXMINARAYAN RATHI

Managing Director(DIN:00175730)

Date:18/09/2020

Registered office: Off-305, Wing A, Damji Shamji Square,Laxmi Nagar, Ghatkopar (East) Near Kanara Engineering, Mumbai MH 400075.

CIN: U15100MH1994PLC080772

E-mail:contact@esfl.co.in

Tel.: 022-25006007

Notes:

  1. Book Closure for Final Dividend: The Company has announced Book Closure from Oct 16, 2020 to Oct 27, 2020 (both days inclusive) and accordingly, Final Dividend on Equity Shares as recommended by the Board of Directors for the Financial Year 2019-2020, if approved at the meeting, will be payable to those eligible members whose names appeared: (1) As Beneficial Owners, as on Oct 16, 2020 as per the list to be furnished by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) in respect of shares held in Dematerialized form, and (2) As Members in the Register of Members of the Company as on Oct 16, 2020 in respect of shares held in Physical Form, after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents (R&TA) on or before Oct 16, 2020
  2. Registrar and Transfer Agents: The address of Registrars and Transfer Agents of the Company is as follows:

FREEDOM REGISTRY LIMITED

Plot no. 101/102, M.I.D.C, 19th street, Satpur, Nashik-422007

Tel. No. 0253-2354032

  1. As per Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018, The Company has now made available its shares in DEMAT form to all the shareholders. Thus, all the shareholders of the Company are requested to convert their physical shareholding in the dematerialized shares of the Company. The ISIN No. of the Company is INE041101010.
  2. Any member requiring further information at the meeting on the Accounts or any matter of general interest is requested to send their queries in writing to the Company by Oct 16, 2020.
  3. Relevancy of question and the order of speakers at the meeting will be decided by the Chairman.
  4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

OTHER INFORMATION:

  1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
  2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes.
  3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
  4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
  5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at esfl.co.in.
  6. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:

  1. Shareholders will be able to attend the AGM through VC / OAVM through web link – https://purvashare.instavc.com/broadcast/f9fdbfb0-02fd-11eb-9607-b3f7b20b7166.
  2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
  3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting advance at least 7 days prior to meeting mentioning their name, DEMAT account number/folio number, email id, mobile number at contact@esfl.co.in.
  6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
  7. If you have any queries or issues regarding attending AGM through the link, you may contact Mr. Manish Shah on 9324659811 or write an email to support@purvashare.com.

Please click here to see the Annual Return (Form MGT-9).