NOTICE OF EXTRA-ORDINARY GENERAL MEETING (EGM) OF MEMBERS OF THE COUNCIL

Notice is hereby given that an Extra Ordinary General Meeting (EGM) of the Members of the Synthetic and Rayon Textiles Export Promotion Council, SRTEPC will be held on Thursday, 30^th March, 2017 at the Registered Office, ‘Resham Bhavan’, 78, Veer Nariman Road, Churchgate, Mumbai 400 020, at 2.00 p.m. to transact the following business:

SPECIAL BUSINESS

ITEM : Alteration of Articles of Association of Council of which pre-approval of Ministry of Corporate Affairs, Government of India, has been received.

To consider and if thought fit, to pass with or without modification (s) the following resolutions as SPECIAL RESOLUTIONS.

“RESOLVED THAT pursuant to section 14, 114 and 117 of the Companies Act , 2013 and other applicable provisions and sections , if any , of the Companies Act, 2013, the Regulations contained in the existing Articles of Association of the council, be and are hereby replaced with the new set of Articles of Association of council, a copy of which is placed before the meeting and duly initiated by the Chairman for the purpose of identification and that the Regulations be incorporated in the Articles of Association of the Council and shall be binding on the members of the Council and others and shall be effective from 30^th March, 2017.

Election of Vice -Chairman.

As decided by the Committee of Administration meeting held on 20^th February, 2017 and as per para 2.92 of FTP 2015- 2020, there will be election for the post of Vice –Chairman by the eligible members of the Council. For this, nomination from the COA member has been received to the Council till 8th March, 2017 up to 5.30 p.m, and the name of the scrutinized nominee, Mr. Ronak Kantilal Rughani is displayed on the website of the Council.

By Order of the COA

For SRTEPC

Executive Director Cum Secretary
The Synthetic & Rayon Textiles Export Promotion Council
Resham Bhavan, 78 Veer Nariman Road,
Churchgate, Mumbai 400 020
Place : Mumbai
Date : 10th March, 2017

NOTES:

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business is attached hereto.
All documents (including the existing, Articles of Association, comparisons of old and proposed Articles and proposed Articles pre- approved by Ministry of Corporate Affairs, ROC), of the Synthetic & Rayon Textiles Export Promotion Council (SRTEPC) referred to in the Explanatory Statement are open for inspection by the members at the Registered Office of the Council on any working days during working hours up to the date of the Extra-Ordinary General Meeting.
E-Voting – Members who are eligible to vote can vote through E-Voting facility. The details of the E-voting procedure will be available on the Council’s website and will be emailed separately to all eligible Members for E-Voting.

Schedule of e-Voting as follows:

Opening of E-Voting facility 27^th March,2017 (10.00 a.m.) to 29th March,2017 (5.30 p.m.)

E-voting facility also available on 30th March, 2017 at the EGM Venue.

Declaration of results : 30^th March, 2017

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

ITEM NO.1

As per the Ministry of Textiles direction and pursuant to Companies Act, 2013 and as per the decision of COA members in the meeting held on 16^th September, 2016, there is a requirement of one member or company on the Board to encourage new members and new companies to be part of the committee of the Council. The New Articles are inserted as per the direction of the Government and as per the Committee of Administration (COA) decision. The new set of Articles of Association of the Council is effective from 30th March, 2017.

The Council has received the pre-approval of Government of India , Ministry of Corporate Affairs vide mail dated 31^stOctober, 2016. under Section 8 (4) (i) of the Companies Act, 2013 for the proposed alteration in the Articles. (download copy).

Pursuant to the provisions of Section 14, 114 and 117 of the Companies Act, 2013, amendment of Articles of Association requires approval of Members by way of special resolution. Accordingly, this matter has been placed before the Members for approval.

The COA, therefore, submits the Resolution for your consideration and recommends it to be passed as a Special Resolution. A copy of the existing as well as proposed new Articles of Association of the Company is available for inspection at the Registered Office of the Council during working hours on any working day.

The COA recommends the Resolution set-forth in Item No.1 for the approval of members.

ITEM NO.2

Shri Anil Rajvanshi proposed the name of Shri Ronak Rughani for the post of Vice-chairman which was seconded by Shri V K Ladia. Shri Anil Rajvanshi informed that the election of Shri Ronak Rughani as Vice-Chairman shall be ratified/declared by calling an EGM through e-voting if more than one nomination for the post of Vice-chairman is received

In pursuant to the directives of the Ministry vide their letter No.12/2/2013-E& MDA Dated 7^th December, 2015 and provisions of FTP 2015-20, as per Para 2.92 of the Handbook of procedures, Viz. “e-Voting or electronic voting would be mandatory for election to the posts of Vice Chairman”, with the consent of the Members of Committee of Administration of the Council. (In case of more than one nomination for the post of Vice Chairman is received till 8^th March, 2017 by 5.30p.m.) The withdrawal / scrutinizing of the Nomination Forms by the Scrutinizing Committee was held on 10^th March, 2017 at 3.00 p.m (Re-scheduled). The name of the valid nominations is displayed on the Website of the Council from 10^th March, 2017.

The COA recommends the Resolution set-forth in Item No.2 for the approval of members.

By Order of the COA

For SRTEPC

Executive Director Cum Secretary
The Synthetic & Rayon Textiles Export Promotion Council
Resham Bhavan, 78 Veer Nariman Road,
Churchgate, Mumbai 400 020

Place : Mumbai
Date : 10th March, 2017

Annexures : Articles of change proposed (comparative statement) & Email of approval by Central Govt. (31^st October, 2016)

Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Council is pleased to provide members facility to exercise their right to vote on resolution proposed to be considered at the SRTEPC Extra-ordinary General Meeting (EGM) to be held on 30^th March, 2017 by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
The facility for voting through remote e-voting shall also be made available at the venue of the EGM (30^th March, 2017) and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting.
The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
The remote e-voting period commences on 27^th March, 2017 (10:00 am) and ends on 29^th March, 2017 (5:30 pm). During this period members’ of the Council may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
The process and manner for remote e-voting are as under:
In case a Member receives an email from NSDL [for members whose email IDs are registered with the Council :
Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.
Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
Click on Shareholder - Login
Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
Select “EVENT” of THE SYNTHETIC & RAYON TEXTILES EXPORT PROMOTION COUNCIL (SRTEPC)
Now you are ready for remote e-voting as Cast Vote page opens.
Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
Once you have voted on the resolution, you will not be allowed to modify your vote.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EGM.
A person, whose name is recorded in the register of members maintained by the Council, shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through e-voting.
Ms. Nishi Jain, Company Secretary (Membership No. ACS 22386) has been appointed for as the Scrutinizer for providing facility to the members of the Council to scrutinize the voting and remote e-voting process in a fair and transparent manner.
The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” for all those members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.
The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Council and shall make, not later than three days of the conclusion of the EGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the SRTEPC (www.srtepc.org) and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.