Plastiblends India : Annual Report 2023-24

Shri Satyanarayan G. Kabra, Chairman & Managing Director and Shri Varun S. Kabra, Vice-Chairman & Managing Director receiving "Top Exporter of Masterbatches" award at PLEXCONCIL award ceremony.

"Top Exporter of Masterbatches" award certificate for FY 2022-23.

CORPORATE INFORMATION

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"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

1. 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 (MCA) followed by Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021 and General Circular No. 10/2022 and General Circular No. 11/2022, dated December 28, 2022, General Circular No. 09/2023, dated September 25, 2023 and all other relevant circulars issued from time to time (collectively referred to as "MCA Circulars"), MCA has permitted holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a
   common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and
   Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
2. Pursuant to the provisions of the Act, although a Member entitled to attend and vote at the AGM is allowed to appoint
   a proxy to attend and vote on their behalf, the physical attendance of Members has been dispensed with for this AGM.
   Therefore, the facility for appointing proxies by the Members will not be available for this AGM and consequently, the
   Attendance Slip and Proxy Form are not annexed to this Notice. However, corporate members are entitled to appoint authorized representatives to attend the AGM through VC/OAVM, participate therein and cast their votes via e-voting.
3. Corporate Members are requested to send to the Company, at its registered office a duly certified copy of Board
   Resolution authorizing their representative to attend and vote at the AGM.
4. 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. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
5. Annual Report 2024 and this Notice are being sent through electronic mode to those Members whose email addresses
   are registered with the Company/Depository Participants. The physical copy of Annual report 2024 and this Notice will be sent to those members who request for the same. Members may note that the Annual Report 2024 and this Notice can be accessed at the Company's website www.plastiblends.com, website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.
6. The Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 are annexed thereto.
7. As the AGM will be held through VC/OAVM, the requirement of providing the Route map for the AGM Venue does not apply.
8. 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. In case of Joint Holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

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PROCESS TO EXPRESS VIEWS/SEEK CLARIFICATIONS

1. As the AGM is held through VC/OAVM, for the smooth conduct of the proceedings of the AGM, members are encouraged to send their queries in advance mentioning their Name, Demat account number/folio number, Mobile number at [email protected] before July 25, 2024.
2. Members who would like to express their views or ask questions during the AGM may register as a speaker by sending email at [email protected] mentioning their name, Demat account number/folio number, mobile number before July 25, 2024. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
   DIVIDEND RELATED INFORMATION
3. Dividend recommended by the Board, if approved by the Members at the Annual General Meeting will be paid to :
4. 1. those persons whose names appear as Beneficial Owners as at the end of business hours on Tuesday, July 23, 2024 as per the list to be furnished by the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) in respect of shares held in demat form, and
   2. to the Members holding shares in physical mode as per Register of Members after giving effect to Transmissions and Transpositions in respect of which request were lodged with the R & T Agent of the Company on or before
      Tuesday, July 23, 2024.
   3. Those Members who have not encashed their dividend warrants for the Financial Year 2016-17 or any subsequent Financial Years are requested to return the time barred dividend warrants or forward their claims to the Company for issue of Bankers' Cheque / Demand Draft in lieu thereof.
   4. As per the prevailing provisions under the Income Tax Act, 1961, dividend paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall therefore be required to deduct tax at source (TDS) at the prescribed rates at the time of making the payment of dividend to the Members. The Members are requested to update their PAN with Linkintime India Pvt Limited (in case of shares held in physical mode) and DPs (in case of shares held in demat mode).
      A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration
      in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected] latest by Saturday, July 20, 2024. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
      Non-resident shareholders can avail beneficial rates under tax treaty between India and their Country of
      residence, subject to providing necessary documents, i.e. No Permanent Establishment and Beneficial Ownership
      Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an e-mailto [email protected] latest by Saturday, July 20, 2024.

VOTING RESULTS & SCRUTINIZER RELATED INFORMATION

1. Mr. S. N. Bhandari, (CP No. 366) or failing him Ms. Manisha Maheshwari, (CP No.11031), Practicing Company Secretaries from Bhandari & Associates, Company Secretaries have been appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.
2. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, count the votes cast at the meeting and votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hrs of conclusion of the General Meeting, 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.
3. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.plastiblends. com and on the website of NSDL within 48 hrs of conclusion of the General Meeting and communicated to BSE Limited and National Stock Exchange of India Limited.

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GENERAL INFORMATION/GUIDELINES FOR SHAREHOLDERS

1. All the documents referred to in the accompanying Notice and Explanatory Statement, shall be available for inspection through electronic mode, on the basis of request being sent to [email protected]
2. Brief profile of the Directors retiring by rotation and being eligible for re-appointment and the Directors proposed to be re-appointed/appointed at this Annual General Meeting has been furnished in this Annual Report.
3. Members desirous of obtaining any information with regard to accounts are requested to write to the Company Secretary at the Registered Office of the Company, at least 10 days in advance, so as to compile the same.
4. Pursuant to the provisions of Section 124 of the Companies Act, 2013, as amended, all the dividends remaining unclaimed/unpaid for a period of seven years from the date it is lying in the unpaid dividend account, are required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, unclaimed/unpaid dividend for the Financial Year up to 2015-16 have been transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. Further, Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) the Company has uploaded the information in respect of the unclaimed dividends of the Financial Years from 2013, as on date of the 32nd Annual General Meeting held on 30th June, 2023 on the website of the Company, www.plastiblends.com and also on website of IEPF Authority, www.iepf.gov.in. Shareholders may kindly check the said information and if any dividend amount appears to be unpaid against their name, they may lodge their claim with supported documents as relevant to the Company.
5. Also in terms of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ('IEPF Rules'), all the shares on which dividends remain unpaid
   or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF
   Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred Equity Shares to the demat account of the IEPF Authority. Upon transfer of such shares, all the benefits (like bonus etc.) if any, accruing on such shares shall also be transferred to the demat account of the IEPF Authority.
6. Members whose shares, unclaimed dividend etc. have been transferred to the IEPF Demat Account or the Fund, as
   the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in e-Form
   IEPF- 5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. No claim shall lie against the Company in respect of the dividend/shares so transferred. Therefore, it is in the interest of the shareholders to regularly claim the dividends declared by the Company.
7. Pursuant to Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 subsequently amended by Circular No's. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021; SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37dated March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181November 17, 2023 specified -
   In respect of physical folios, dividend/interest etc. shall be paid only through electronic mode with effect from April 01, 2024 upon furnishing of PAN or Nomination Details or Contact Details or Mobile Number or Bank Account Details or Specimen Signature.
   If a security holder updates the PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and Specimen Signature after April 01, 2024, then the security holder would receive all the dividends/interest etc. declared during that period (from April 01, 2024 till date of updation) pertaining to the securities held after the said updation. Those Members who have earlier provided the above information should update the details, as soon as changes take place.
8. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated
   January 25, 2022, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate, claim from unclaimed dividend account, exchange of
   securities certificate, sub-division of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed
   Form ISR - 4, with the Company's Registrar and Transfer Agents, Link Intime India Pvt. Limited. It may be noted that any service request can be processed only after the folio is KYC Compliant.

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1. SEBI vide its circular dated 26th September, 2023 in supersession of earlier circular dated 16th March, 2023 has made it mandatory for the holders of physical securities to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. The Company is sending individual
   letters to all the Members holding shares of the Company in physical form for furnishing the aforesaid details.
   In view of this requirement and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to update their KYC details (through Form
   ISR-1, Form ISR-2 and Form ISR-3, as applicable) and consider converting their holdings to dematerialized form.
   Members can download Forms to make their service request with RTA from link https://web.linkintime.co.in/KYC- downloads.html or contact the Company's RTA - Link Intime India Private Limited ('Registrar' or 'LIPL') at rnt.helpdesk@ linkintime.co.in for assistance in this regard.
   As per the provisions of the Act and applicable SEBI Circular, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with LIPL or make changes to their nomination details through Form SH-14 and Form ISR-3 and in respect of shares held in dematerialized form, the nomination form may be filed with the respective DPs.
2. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their Bank Details,
   National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), Mandates, Nomination, Power of Attorney, Change of Address, Change of Name, E-mail Address, Contact Numbers etc. to their respective Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will
   help the Company and its Transfer Agents to provide efficient and better services. Members holding shares in Physical
   Form are requested to intimate such changes to Transfer Agents M/s. Link Intime India Pvt Ltd.
3. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participants and holdings should be verified.
4. VOTING THROUGH ELECTRONIC MEANS
5. 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
      (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
      Disclosure Requirements) Regulations 2015 (as amended) and the Circulars issued by the Ministry of Corporate
      Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM.
      For this purpose, the Company has appointed National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
   2. In line with the said MCA Circulars and SEBI Circular, the Notice of the AGM and Annual Report for FY2023- 24 has been uploaded on the website of the Company at www.plastiblends.com and can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also on the website of National Securities Depository Limited ('NSDL') (agency for providing the Remote e-Voting facility) at https://www.evoting.nsdl.com.
   3. Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, July 24, 2024 to Tuesday, July 30, 2024 (both days inclusive).
   4. The remote e-voting period commences on Saturday, July 27, 2024, at 9:00 a.m. IST and ends on Monday, July 29, 2024 at 5:00 p.m. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off
      date) i.e. Tuesday, July 23, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-upequity share capital of the Company as on the cut-offdate, being Tuesday,
      July 23, 2024. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
   5. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER :

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" as mentioned below :

Step 1 : Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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