Notice of Extraordinary General Meeting (EGM) of Members of the Council

Notice is hereby given that an Extraordinary General Meeting of the Members of the Synthetic and Rayon Textiles Export Promotion Council, SRTEPC will be held on 30^th March 2019  at the Registered Office, ‘Resham Bhavan’, 78, Veer Nariman Road, Churchgate, Mumbai 400020, at 02.00 p.m to transact the following business:

SPECIAL BUSINESS

ITEM No.1:   Election of Vice Chairman (Appointment)

“RESOLVED THAT pursuant to the Articles of Association of the Council, and as per the applicable provisions of the Companies Act, 2013, The Council has received two nomination forms from Shri Dhiraj Raichand Shah and Shri Shaleen Toshniwal for the post of Vice-Chairman. E-voting for the election of Vice-Chairman is to be done by the eligible voters (Ordinary Members) of the Council, as per the implementation of para 2.92 of the Handbook of Procedures of FTP2015-20. The contesting candidates are:

1. Shri Dhiraj Raichand Shah
2. Shri Shaleen Toshniwal

‘FURTHER RESOLVE THAT’ whoever been elected (from the above listed nominees) as Vice-Chairman will be the Vice-Chairman of the Council up to the remaining term of present Chairman and the elected Vice-Chairman will automatically become Chairman on the completion of the term of the present Chairman as per the Clause no. 27 of the Articles of Association of the Council.

By Order of the COA          

For SRTEPC           

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

Place : Mumbai
Date : 15^th March 2019

NOTES:

1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business is attached hereto.
2. E-Voting – Members who are eligible (Ordinary Members) to vote can vote through E-Voting facility. The details will be available on the Council”s website and will be emailed separately to all eligible Members for E-Voting.
3. The Council received two nomination forms from Shri Dhiraj Raichand Shah and Shri Shaleen Toshniwal for the post of Vice-Chairman, which was scrutinised by the Election Committee and declared valid nominations. Thus as per para 2.92 of the Handbook of Procedures of FTP2015-20  the election will be held through e-voting by the eligible voters (Ordinary Members) of the Council.

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

ITEM NO.1

1. According to FTP (2015-20), EPCs acting as Registering Authorities and issuing RCMCs can continue the same till 31^st March, 2016, after which the EPCs will have to comply and fulfil the conditions as specified in paragraph 2.92 of the Handbook of Procedures to continue the same. If the EPCs do not follow this directive from the Central Government; they will be debarred from acting as Registering Authorities / issue RCMC.
2. E-Voting has been made mandatory for Election to the post of Vice-Chairman as per Para 2.92 of the Handbook of Procedures of FTP (2015-20) and directions of the Central Government E-Voting for the post of Vice-Chairman should be done by all members eligible to vote irrespective of sub-divisions or panels.
3. The Council has complied with all the directives of the Central Government including the E-Voting for the post of Vice-Chairman.
4. As per MOC letter No.12/2/2013-E&MDA dtd. 7.12.2015, the minutes of the meeting held on 27.10.2015, Point No.19 (ix) “Any election to the posts of Executive Committee and Vice-Chairman, held after the announcement of FTP without following the above provisions will not be recognized by the Department of Commerce and fresh elections following these provisions will have to be held in order to make the EPC eligible under (i) above)”.

The Vice-Chairman is to be elected for a period of two years through e-voting by the eligible voters (Ordinary Members) in the EGM to be held on 30^th March 2019.

None of the Directors, except Shri Dhiraj Raichand Shah & Shri Shaleen Toshniwal, to whom Resolution relates, is interested or concerned in the Resolution.

The COA recommends the Resolution set-forth in Item No.1 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: 15^th March 2019    

ANNEXURE

Dear Member,

Pursuant to provisions of Section 108 of the Companies Act, 2013 and 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 at the Extraordinary General Meeting (EGM) 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 Council has approached NSDL for providing e-voting services through our e-voting platform. In this regard, your company IEC Number has been enrolled by the Council for your participation in e-voting on resolution placed by the Council on e-Voting system.

The Notice of the Extraordinary General Meeting of the Council inter alia indicating the process and manner of e-voting uploaded on Council website (www.srtepc.org).

The e-voting period commences on 27^th March 2019 (10:00 am) and ends on 29^th March 2019 (5:00 pm). During this period Members of the Council, may cast their vote electronically. The remote e-voting module shall also be disabled for voting thereafter. Once the vote on a resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

The facility for voting through remote e-voting shall be made available at the EGM venue between 11:00 AM to 1:00 pm 30^th March 2019 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 through remote e-voting.

In order to facilitate the members, the remote e-voting facility will be provided at the Registered Office of the Council at Mumbai and Regional offices of the Council at Surat, Delhi and Coimbatore from 27^th March,2019 to 29^th March,2019 (10.00 a.m. to 5.30 p.m. on all days).  Ordinary members may utilize this facility.

The procedure to login to e-Voting website is given below:

1. Open the attached PDF file ‘remote e‑voting.pdf’ with your company IEC Number as password. The said PDF file contains your user ID and password for e-voting.  Please note that the password is an initial password. 

2. “User ID” and “Password for e-voting” will be sent by NSDL through email to your registered email id. Please note that the password is an initial password.

3.   Launch internet browser by typing the URL https://www.evoting.nsdl.com/

4.   Click on “Shareholder - Login”.

5.   Password Change Menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof.

6.   Home page of remote “e-Voting” opens. Click on e-Voting: Active Voting Cycles.

7.  Select “EVENT” of SRTEPC EGM. Members can cast their vote online from 27^th march 2019 10:00 am to 29^th March 2019 5:00 pm. "Note: e-Voting shall not be allowed beyond said time."

8.   Now you are ready for “e-Voting” as “Cast Vote” page opens.

9.  Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”, when prompted.

Please note the following:

A person, whose name is recorded in the register of Members who have submitted categorization of Membership maintained by the Council as on the cut-off date 28^th Feb 2019 only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through e-voting (if you have not exercise your right to vote through remote e-voting).

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 for the same resolution.

Ms. Nishi Jain, Company Secretary has been appointed as scrutinizer by the Council for SRTEPC remote e-voting.

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, before 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 along with 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.

Other information:

• Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through 'Forgot Password' option available on the site to reset the same.
• Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the Members.
• It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.  Also please contact Mr. Rafique Nagori of SRTEPC 022-62318282 / 22048797 / 8690, email rafique@srtepc.in.

Regards,

S. Balaraju
Executive Director & Secretary

Voting through electronic means

1. 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 resolutions proposed to be considered at the SRTEPC Extraordinary General Meeting (EGM) to be held on 30^th March 2019 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).
2. The facility for voting through remote e-voting shall also be made available at the venue of the EGM (30^th March 2019) 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.
3. 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.
4. The remote e-voting period commences on 27^th March 2019 (10:00 am) and ends on 29^th March 2019 (5:00 pm). During this period members of the Council, whose name is recorded in the register of the Council categorized ORDINARY MEMBER 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.
5. The process and manner for remote e-voting are as under:
6. Member will receive an email from NSDL [for members whose email IDs are registered with the Council:
7. Open email and open PDF file viz; “remote e-voting.pdf” with your Company IEC number 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.
2. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ 
3. Click on Shareholder - Login
4. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
5. 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.
6. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
7. Select “EVENT” of THE SYNTHETIC & RAYON TEXTILES EXPORT PROMOTION COUNCIL (SRTEPC)
8. Now you are ready for remote e-voting as Cast Vote page opens.
9. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
10. Upon confirmation, the message “Vote cast successfully” will be displayed.
11. Once you have voted on the resolution, you will not be allowed to modify your vote.
6. In order to facilitate the members, the remote e-voting facility will be provided at the Registered Office of the Council at Mumbai and Regional offices of the Council at Surat, Delhi and Coimbatore from 27^th March,2019 to 29^th March,2019 (10.00 a.m. to 5.30 p.m. on all days).  Ordinary members may utilize this facility.
7. 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.
8. 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.
9. 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.
10. 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. 
11. A person, whose name is recorded in the register of members who have submitted categorization of membership maintained by the Council as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through e-voting.
12. 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.
13. 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.
14. 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.
15. The Results declared along with 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.