NOTICE TO SHAREHOLDERS

NOTI CE TO SH A REH OLD ERS

NOTICE IS HEREBY GIVEN THAT THE THIRTY THIRD the Cost Auditors by the Board of Directors of the Company, to
ANNUAL GENERAL MEETING (‘AGM’) OF HATSUN AGRO conduct the audit of the cost records of the Company for the financial
PRODUCT LIMITED will be held at JD Mahal, Ground Floor, year ending March 31, 2019, be paid the remuneration amounting to
No. 300, 200 Feet Radial Road, Kovilambakkam, Chennai - 600117 INR 1,50,000/- per annum (Rupees One Lakh and Fifty Thousand
on Friday, the 7th day of September, 2018 at 10.00 A.M. Only) excluding applicable taxes and out of pocket expense, if any
to transact the following business: pursuant to the recommendation of the Audit Committee and as
ORDINARY BUSINESS: approved by the Board.”
1. To receive, consider and adopt the financial statements of the
Company for the year ended 31st March, 2018, including the audited “RESOLVED FURTHER THAT the Board of Directors of the
Balance Sheet as at 31st March, 2018, the Statement of Profit and Company be and is hereby authorised to do all acts and take all
Loss and Cash Flow Statement for the year ended on that date and such steps as may be necessary, proper or expedient to give effect
the reports of the Board of Directors and the Auditors thereon. to this resolution.”
By order of the Board
2. To ratify and confirm the payment of two interim dividends on
For HATSUN AGRO PRODUCT LIMITED
equity shares aggregating ₹4 per equity share for the financial year
Sd/-
2017-18.
S. Narayan
3. To appoint a Director in place of Shri R. G. Chandramogan who
Company Secretary
retires by rotation and being eligible, offer himself for
re-appointment.
Place: Chennai
4. To fix the remuneration of Auditors.
Date: July 19, 2018

To consider and if thought fit, to pass with or without modification,

the following resolution as an Ordinary Resolution:
Registered Office:
Domaine, Door No.1/20A,
“RESOLVED THAT pursuant to the provisions of Section 142 and
Rajiv Gandhi Salai (OMR),
other applicable provisions, if any, of the Companies Act, 2013 and
Karapakkam, Chennai 600 097.
the Rules made thereunder (including any statutory modification(s) or
CIN: L15499TN1986PLC012747
re-enactment thereof for the time being in force), pursuant to the
recommendation of the Audit Committee and pursuant to the
resolution passed by the members at the Annual General Meeting
held on July 24, 2017, the Board of Directors be and is hereby
authorised to fix the remuneration payable to M/s. Deloitte Haskin &
Sells LLP, Chartered Accountants (Firm Registration number
117366W /W100018) for the remaining tenure of their appointment
as may be determined by the Audit Committee in consultation with
the Auditors, and that such remuneration may be paid on a
progressive billing basis to be agreed between the Auditors and the
Board of Directors.”

SPECIAL BUSINESS:
5. Ratification of remuneration of Cost Auditors
To consider and if thought fit, to pass with or without modification,
the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148

and other applicable provisions, if any, of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof,
for the time being in force), M/s. Ramachandran & Associates,
Cost Accountants (Firm Registration No. 000799) appointed as

29
 NOTICE TO SHAREHOLDERS

NOTES: Company, a certified true copy of the Board Resolution authorising

1. The Explanatory Statement pursuant to Section 102 of the their representative to attend and vote on their behalf at the meeting:
Companies Act, 2013, relating to special business to be transacted at
the meeting, is annexed hereto. 10. Members holding shares in dematerialised form are requested to
intimate all changes pertaining to their bank details, National
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE Electronic Clearing Service (NECS)/Electronic Clearing Service
MEETING IS ENTITLED TO APPOINT A PROXY TO (ECS) mandates, nominations, power of attorney, change of address,
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF change of name and e-mail address, etc., to their Depository
AND SUCH PROXY NEED NOT BE A MEMBER OF THE Participant only and not to the Company's Registrar and Share
COMPANY. Transfer Agent (RTA), M/s. Integrated Registry Management
A person can act as a proxy on behalf of members not exceeding fifty Services Private limited (IRMSPL), Bangalore. Changes intimated to
(50) and holding in the aggregate not more than ten percent of the the Depository Participant will then be automatically reflected in the
total share capital of the Company carrying voting rights. A member Company's records which will help the Company and IRMSPL to
holding more than 10% of the total share capital of the Company provide efficient and better services.
carrying voting rights may appoint a single person as proxy and such
person shall not act as a proxy for any other person or shareholder. 11. Members holding shares in physical form are requested to send all
correspondence with respect to the updation of their bank details,
3. The instrument of Proxy in order to be effective should be transfer of shares, change of address, conversion of physical shares
deposited at the Registered Office of the Company, duly completed into Demat form etc., to IRMSPL, Bangalore.
and signed, not less than FORTY-EIGHT HOURS before the
commencement of AGM. A Proxy Form is sent herewith. Proxies 12. Members holding shares in physical form are requested to
submitted on behalf of the companies, societies etc., must be consider converting their holding to dematerialised form to eliminate
supported by an appropriate resolutions/authority, as applicable. all risks associated with physical shares and for ease in portfolio
management. Members can contact either the Company or
4. During the period beginning 24 hours before the time fixed for IRMSPL, for assistance in this regard.
the commencement of the meeting and ending with the
conclusion of the meeting, a member would be entitled to inspect 13. Members may visit Company's website: www.hap.in and contact
the proxies lodged at any time during the business hours of the us at e-mail: secretarial@hap.in
Company, provided that not less than three days of notice in
14. In compliance with Section 108 of the Companies Act, 2013,
writing is given to the Company.
Rule 20 of the Companies (Management and Administration) Rules,
2014 as amended, and Regulation 44 of Securities and Exchange
5. Members/Proxies should bring duly filled Attendance Slip sent
Board of India (Listing Obligations and Disclosure Requirements)
herewith to attend the meeting.
Regulations, 2015, the Company is providing a facility to its members
to exercise their votes electronically through the remote e-voting
6. The Register of Members and the Share Transfer Books of the
facility arranged by National Securities Depository limited for all
Company will remain closed from 6th September, 2018 to 7th
items of business as set out in the notice of the AGM and confirms
September, 2018 (both days inclusive) for the purpose of Annual
that the business can be transacted through e-voting in pursuance of
General Meeting for the financial year 2017-18.
the above provisions. The facility for voting through ballot/poll paper
will also be made available at the AGM and the members who have
7. The Register of Directors and Key Managerial Personnel and their
not already cast their votes by remote e-voting will be able to exercise
shareholding, maintained under Section 170 of the Companies Act,
their right of voting at the AGM through voting by ballot/poll paper.
2013, will be available for inspection by the members at the Annual
Members who have cast their votes by remote e-voting prior to the
General Meeting.
AGM may attend the AGM but shall not be entitled to cast their votes
again. The Notice of the Thirty Third Annual General Meeting and
8. The relevant details as required by Regulation 36 (3) of Securities
instructions for e-voting, along with the Attendance Slip and Proxy
and Exchange Board of India (Listing Obligations and Disclosure
Form, is being sent to all members by Registered Post/Speed Post.
Requirements) Regulations, 2015, and Secretarial Standards issued
by the Institute of Company Secretaries of India of persons seeking
15. The Company is concerned about the environment and utilises the
appointment/re-appointment as Directors, is provided in the
natural resources in a sustainable way. We request you to update your
annexure attached to this notice.
email address with your Depository Participant or RTA to enable us to
send Annual Report, Notices and all other communications via e-mail.
9. Corporate Members intending to send their authorised
representatives to attend the meeting are requested to send to the

30
NOTICE TO SHAREHOLDERS

16. Members who are holding shares in more than one folio are notification issued by the Ministry of Corporate Affairs on 28th
requested to intimate to the Registrar and Share Transfer Agent, the February 2017 amending the Investor Education & Protection Fund
details of all folio numbers for consolidation into a single folio. Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 the
I7. Reserve Bank of India has initiated NECS for credit of dividend shares belonging to those shareholders who have not encashed any
directly to the bank account of Members. Members are requested to dividend warrants during the last seven or more years shall also be
register their Bank Account details (Core Banking Solutions enabled transferred to the DEMAT account of the IE&PF authority within a
account number, 9 digit MICR and 11 digit IFS code), in respect of period of thirty days of such shares becoming due to be transferred to
shares held in dematerialised form with their respective Depository the Fund. The details of shareholders who have not encashed their
Participants and in respect of shares held in physical form with dividend warrants are available in Company's website www.hap.in.
IRMSPL.
21. A route map indicating the venue of the AGM and its nearest
18. Members desiring any information as regards the financial landmark is annexed to the notice for convenience of members.
statements are requested to write to the Company at least seven days
before the date of the meeting. EXPLANATORY STATEMENT PURSUANT TO SECTION
102 OF THE COMPANIES S ACT, 2013
19. The Securities and Exchange Board of India (SEBI) has
mandated the submission of Permanent Account Number (PAN) by ITEM N0.5
every participant in securities market. Members holding shares in The Board, on the recommendation of the Audit Committee, has
electronic form are, therefore, requested to submit their PAN to their approved at their meeting held on 21st May 2018 the appointment of
Depository Participants with whom they are maintaining their demat M/s. Ramachandran & Associates, Cost Accountants (Firm
accounts. Members holding shares in physical form can submit their Registration No. 000799) as the Cost Auditors to conduct the audit
PAN to the Company or IRMSPL. of the cost records of the Company for the financial year ending
March 31, 2018 at a remuneration of INR 1,50,000/- per annum
20. Members are requested to check whether they have encashed (Rupees One Lakh and Fifty thousand per annum only) excluding
Dividend Warrants for the earlier years. If the Dividend Warrants applicable taxes and out of pocket expenses, if any.
have become time-barred/lost, please apply for revalidation/fresh In accordance with the provisions of Section 148 of the Act read with
dividend warrant before the last dates indicated below the Companies (Audit and Auditors) Rules, 2014, the remuneration
DIVIDEND FOR
DATE ON WHICH
UNPAID AMOUNT SHAREHOLDERS
payable to the Cost Auditors has to be ratified by the shareholders of
RATE OF DATE OF
TO BE SHOULD APPLY
THE YEAR DIVIDEND DECLARATION
TRANSFERRED LATEST BY the Company. Accordingly, consent of the members is sought for
TO IE&PF
passing an ordinary resolution as set out at Item No. 5 of the Notice
2011-12 110% 13/02/2012 21/03/2019 01/03/2019
2011-12 20% 10/08/2012 17/09/2019 27/08/2019 of the AGM for ratification of remuneration payable to the Cost
2012-13 80% 14/11/2012 21/12/2019 01/12/2019 Auditors for the financial year ending 31st March, 2019.
2012-13 50% 31/01/2013 09/03/2020 19/02/2020
The Board recommends the resolution set forth in Item No.5 for the
2012-13 40% 30/05/2013 06/07/2020 16/06/2020
2013-14 150% 30/10/2013 06/12/2020 16/11/2020 approval of the members.
2013-14 100% 23/01/2014 01/03/2020 10/02/2020
None of the Directors, Key Managerial Personnel or their relatives
2014-15 60% 24/01/2015 02/03/2021 11/02/2021
2014-15 120% 28/05/2015 03/07/2022 13/06/2022
are concerned or interested in the Resolution.
2015-16 150% 15/07/2015 20/08/2022 31/07/2022
2015-16 100% 20/10/2015 26/11/2022 06/11/2022 By order of the Board
2015-16 150% 16/03/2016 22/04/2023 02/04/2023
For HATSUN AGRO PRODUCT LIMITED
2016-17 100% 06/08/2016 11/09/2023 22/08/2023
2016-17 300% 27/04/2017 03/06/2024 14/05/2024 Sd/-
2017-18 100% 13/07/2017 19/08/2024 30/07/2024 S. Narayan
2017-18 300% 21/05/2018 27/06/2025 07/06/2025 Company Secretary
During the year 2017-18, an amount of ₹2,57,034/- being
unclaimed dividend pertaining to the financial years 2009-10 (Interim Place: Chennai
dividend), 2010-11 (First Interim dividend) and 2010-11 (Second Date: July 19, 2018
Interim dividend) was transferred to Investor Education & Protection
Fund (IE&PF). Registered Office:
In terms of the provisions of the Companies Act, 2013, all dividend No.1/20A. Domaine,
amounts, which remain unclaimed and unpaid for a period of seven Rajiv Gandhi Salai (OMR), Karapakkam, Chennai - 600 097.
years, will be transferred to the Investor Education & Protection Fund CIN:L15499TN1986PLC012747.
(IE&PF). Apart from the transfer of unpaid dividend amount
remaining unclaimed for a period of seven years, pursuant to the

31
 NOTICE TO SHAREHOLDERS

PROFILE OF THE DIRECTORS BEING APPOINTED/RE-APPOINTED

The brief resume of each of the Directors who are proposed to be appointed/re-appointed is given below:

Name of the Director Shri R.G. Chandramogan

Director Identification Number (DIN) 00012389
Date of Birth and Age 01-03-1949 and 69 Years
Date of Appointment at current designation For a period of five years commencing from April 1, 2014
/Date of first appointment on the Board
Profile/Qualifications & Experience Mr. R.G. Chandramogan has been in the dairy business for more than 30
years. In February 2018, the Indian Dairy Association awarded patronship
to Mr. R.G. Chandramogan in recognition of the valuable services
rendered by him in furthering the cause of the Indian Dairy Association
and the dairy industry, through planning and development.

Terms and conditions of appointment or re-appointment The term and conditions of appointment and remuneration are in
along with details of remuneration sought to be paid and accordance with the ordinary resolution passed through Postal Ballot on
the remuneration last drawn 21st June 2014 and the details of the remuneration are disclosed in the
Board’s Report at appropriate places.
Directorship in other Companies & Membership None
/Chairmanship of Committees of other Boards
Shareholding in the Company Holds 84,720,470 equity shares as on 31st March, 2018.
Relationship with Other Directors, Managers and other Father of Mr. C. Sathyan, Executive Director.
Key Managerial Personnel of the company
The number of Meetings of the Board attended during the year Seven Meetings

INSTRUCTIONS FOR E-VOTING

The complete detail of the instructions for e-voting is annexed to this notice.

Registered Folio no./DP ID no./Client ID no. Number of Shares held

Dear Member,
Subject: Instructions for e-voting
Pursuant to the provisions of section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules,
2014, the Company is pleased to offer remote e-voting facility, additionally, to the members to cast their votes electronically on all resolutions set
forth in the Notice convening the Thirty Third Annual General Meeting to be held on Friday, the 7th Day of September, 2018 at 10.00 A.M.
(IST). The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the e-voting facility.

The e-voting facility is available at the link https://www.evoting.nsdl.com

The electronic voting particulars are set out below:

EVEN (E-voting Event Number) User ID Password

Please read the instructions printed below before exercising your vote.
These details and instructions form an integral part of the Notice for the Annual General Meeting to be held on 7th September 2018.

32
NOTICE TO SHAREHOLDERS
Steps for Remote e-voting GENERAL INSTRUCTIONS:
1. Open the internet browser and type the following URL:
https://www.evoting.nsdl.com 1. The facility for voting through ballot/poll paper shall be made
available at the AGM and the members attending the meeting who
2. Click on Shareholder Login have not cast their vote by remote e-voting shall be able to exercise
their right at the meeting through ballot paper.
3. If you are already registered with NSDL for e-voting, then you can
use your existing User ID and Password for Login. 2. The members who have cast their vote by remote e-voting prior to
the AGM may also attend the AGM but shall not be entitled to cast
4. If you are logging for the first time, please enter the User ID and their vote again.
Password provided in this document.
3.The remote e-voting period commences on 9.30 A.M. on Monday,
5. Password change menu appears. Change the password with new 3rd September, 2018 and ends on 5.00 P.M. on Thursday, 6th
password of your choice with minimum 8 digits/characters or September, 2018. The remote e-voting will be blocked forthwith at
combination thereof. Note new password. It is strongly recommended the end of the remote e-voting period. During this period, the
not to share your password with any other person and take utmost shareholders of the Company holding shares either in physical form
care to keep your password confidential. or in dematerialised form, as on the cut-off date (record date) of 31st
August, 2018, may cast their votes electronically. Once the vote on a
6. Home page of e-Voting opens. Click on e-Voting: Active E-voting resolution is cast by the shareholder, the shareholder shall not be
Cycles. allowed to change it subsequently.

7. Select “EVEN” of Hatsun Agro Product Limited. 4. Since the Company is required to provide members the facility to
cast their vote by electronic means, shareholders of the Company,
8. Now you are ready for e-Voting as Cast Vote page opens. holding shares either in physical form or in dematerialised form, as on
the 31st August, 2018, cut-off date (and who have not cast their vote
9. Cast your vote by selecting appropriate option and click on electronically during currency of remote e-voting) may only cast their
“Submit” and also “Confirm” when prompted. vote at the Annual General Meeting.

10. Upon confirmation, the message “Vote cast successfully” will be 5. Any person, who acquires shares of the Company and becomes
displayed. member of the Company after dispatch of the notice and holding
shares as of the Cut Off date i.e 31st August, 2018 may obtain the
11. Once you have voted on the resolutions, you will not be allowed to login ID and password by sending a request in writing at
modify your vote. evoting@nsdl.co.in. However, if you are already registered with
NSDL for remote e-voting then you can use your existing user ID and
12. For the votes to be considered valid, the institutional password for casting your vote. If you forgot your password, you can
shareholders (i.e. other than individuals, HUF, NRI etc.) are reset your password by using "Forgot User Details/Password" option
required to send scanned copy (PDF/JPG Format) of the relevant available on www.evoting.nsdl.com or contact NSDL at the following
Board Resolution/Authority Letter etc. together with attested toll free no: 1800-222-990.
specimen signature of the duly authorised signatory(ies) who are
authorised to vote, to the Scrutiniser through e-mail at Those Shareholders who receive the Annual Report and are not
csdhanapal@gmail.com with a copy marked to evoting@nsdl.co.in members on the Cut Off date should treat the Annual Report as
information only as they are not eligible to vote.
13. In case of any queries, you may refer the Frequently Asked
Questions (FAQs) for Shareholders and e-voting user manual for 6. A person, whose name is recorded in the register of members or in
Shareholders available at the Downloads section of the register of beneficial owners maintained by the depositories as on
www.evoting.nsdl.com. the cut-off date only shall be entitled to avail the facility of remote
e-voting/voting at the AGM through poll/ballot paper.
14. You can also update your mobile number and e-mail id in the
user profile details of the folio which may be used for sending 7. Shri. N. Ramanathan, Partner of M/s. S Dhanapal & Associates, a
future communication(s). firm of Practising Company Secretaries (Membership No.F6665) has
been appointed as the Scrutiniser to scrutinise the voting process in a
fair and transparent manner.

33
 NOTICE TO SHAREHOLDERS
8. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which
voting is to be held, allow voting with the assistance of Scrutiniser, by use of "Ballot Paper"
/"Polling Paper" for all those members who are present at the AGM but have not cast their
votes by availing the remote e-voting facility.

9. The Scrutiniser shall after the conclusion of voting at the general meeting, 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 Company and shall make, not
later than 48 hours of the conclusion of the AGM, a consolidated Scrutiniser's report of the
total votes cast in favour or against, if any, to the Chairman or a person authorised by him in
writing, who shall countersign the same and declare the result of the voting forthwith.

10. The voting rights of shareholders shall be in proportion to their shares of the paid-up
equity share capital of the Company as on 27th July, 2018.

11. The results declared along with the consolidated Scrutiniser's Report shall be displayed on
the notice board of the company at its Registered Office and shall be placed on the Company's
website www.hap.in and on the website of the NSDL immediately after the results are declared
by the Chairman or a person authorised by him in writing and the same shall be
communicated simultaneously to the Stock Exchanges.

All documents referred to in the accompanying Notice and the Statement pursuant to Section
102 of the Companies Act, 2013, will be available for inspection at the Registered Office of the
Company during business hours on all working days up to the date of declaration of the result
of the Thirty Third Annual General Meeting of the Company.

12. Contact details of the official responsible to address the grievances connected with voting
by electronic means are given below

Mr. S. Narayan
Company Secretary
Hatsun Agro Product Limited
Door No.1/20A, Domaine, Rajiv Gandhi Salai (OMR),
Karapakkam, Chennai - 600 097.
Phone No. : 091--044-24501622; Fax No. : 091-044-24501422
E-Mail: secretarial@hap.in; Website: www.hap.in

By order of the Board

For HATSUN AGRO PRODUCT LIMITED
Sd/
S. Narayan
Company Secretary
Place: Chennai
Date: July 19, 2018

Registered Office:
Door No.1/20A, Domaine,
Rajiv Gandhi Salai (OMR),
Karapakkam, Chennai - 600 097.
CIN:L15499TN1986PLC012747.

34