Jain Farm Fresh Foods Limited

Gat no. 139/2, Jain Valley, Shirsoli, Jalgaon-425001

Ph. 0257-2260011, Fax:0257-2261111, CIN: U15200MH2015PLC263338

NOTICE
Notice is hereby given that the 2nd Annual General Meeting of Shareholders of Jain Farm
Fresh Foods Limited will be held at 3.00 PM on Thursday, 28th September, 2017 at the
Registered Office of the Company at Gat No. 139/2, Jain Valley, Shirsoli Road, Jalgaon –
425 001 to transact the following business;

Ordinary Business
1. To receive, consider and adopt the Financial Statements for the year ended 31st March, 2017
(including Standalone Balance Sheet as at 31st March, 2017 and Consolidated Balance
Sheet as at 31st March, 2017, Cash Flow Statement and Standalone Profit & Loss account
and Consolidated Profit & Loss account for the period ended on even date) together with
Schedules, Notes thereon and the reports of Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri Athang Anil Jain (DIN 07398214), who retires by
rotation and being eligible offers himself for reappointment as Director.
3. To consider and if thought fit, to pass, with or without any modification as may be
deemed fit, the following resolution as an Ordinary Resolution

“RESOLVED pursuant to provisions of Section 139 and other applicable provisions,

if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, including any Statutory enactment or modification thereof, THAT M/s
Haribhakti & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No.
103523W/W100048) retiring Statutory Auditors of the Company be and are hereby
ratified to continue as Statutory Auditors of the Company up to the conclusion of the
3rd Annual General Meeting on a remuneration as may be decided by Shri Anil B
Jain, Director of the Company and Partner of Haribhakti & Co. LLP and
reimbursement of actual out of pocket expenses as may be incurred by them during
the course of the audit of the Company.

Special Business

Mortgage of Immovable Properties of the Company

4. To consider and if thought fit, to pass, with or without any modification as may be deemed fit,
the following resolution as an Special Resolution
“RESOLVED THAT consent of the Company be and is hereby accorded to the Board of
Directors of the Company in terms of Section 180(1)(a) of the Companies Act, 2013 and, any
other applicable provisions of the Companies Act, 2013 subject to requisite approvals, consents
from the Company’s Bankers, Financial Institutions, Trustees to the Debenture holders and/ or
other Institutions/ bodies, if and wherever necessary, to mortgage/ charge/ hypothecate or
otherwise create an encumbrance, on such terms and conditions and in such form and manner,
as it may think fit, whether as Interim or final security, on the whole or substantially the whole or
substantially the whole of one or more of the Company’s undertakings, (whether by way of
equitable or registered mortgage) including its movable and immovable properties, against
Working Capital facilities, Non-Convertible Debentures (NCD), Rupee Short Term Loans, Rupee
Long Term Loans, Corporate Loans, External Commercial Borrowings and Standby Letter of
Credit obtained/ to be obtained, together with interest thereon, at the respective rates agreed,
additional/ further/ compound interest in the event of default, commitment charges, premium (if
any) on redemption, all other costs, charges and expenses and all other monies payable by the
Company to Security Trustees for Joint Consortium Lenders, Financial Institutions, Banks, NCD
subscribers and other lenders in terms of the letter of sanction and/or Loan agreement(s) or any
other deeds or documents as are entered into by the Company or any modification in respect of
the said Loans.

RESOLVED FURTHER THAT the Board of Directors of the Company or an authorized

committee thereof be and is hereby authorised to finalise the manner and method and all
necessary agreements, deeds and documents and subsequent modifications thereto, for creating
the aforesaid mortgage and/or charge etc. and to do all such acts, deeds, matters and things as
may be necessary desirable or expedient for the purpose of giving effect to the resolution.”

By Order of the Board of Directors

For Jain Farm Fresh Foods Ltd
Sd/-
Jeetmal Taparia
Company Secretary

Place: Jalgaon
Date: 24.08.2017

Notes
1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to
attend and vote instead of himself and the proxy need not be member of the Company. A
proxy form is enclosed herewith. All proxies in order to be effective, should be completed,
signed, stamped and should be received at the Registered Office of the Company not less
than 48 hours before scheduled commencement of the meeting.
2. The Register of Members, and related transfer books of the Company shall be closed from
Monday, 18th September, 2017 to Saturday, 30th September, 2017 (both days inclusive).
3. Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 is annexed
herewith.
4. The documents mentioned in the Notice and Explanatory Statement shall be available for
inspection at Registered Office of the Company up to the date of the meeting on all working
days, except Saturday, between 11:00 AM and 1:00 PM.
5. The background of the retiring Director is given in the Directors’ Report as per the
requirements of Section 152 of the Companies Act, 2013. The Directors have furnished the
requisite declarations for their reappointment.
 Jain Farm Fresh Foods Limited
Gat no. 139/2, Jain Valley, Shirsoli, Jalgaon-425001
Ph. 0257-2260011, Fax:0257-2261111, CIN: U15200MH2015PLC263338

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1)

OF THE COMPANIES ACT, 2013

SPECIAL BUSINESS

Item No. 4 – Mortgage of Immovable Properties of the Company

The Company through its Board of Directors borrows from time to time and within the limits
prescribed for by Shareholders lastly in EGM held on 2nd December, 2015 in ordinary course of
business.
To borrow from Lenders the Company has to charge / mortgage its immovable properties
including the equipment attached to the property. Generally, the term lenders secure the
borrowings of Company by way of first pari passu charge on fixed assets of the Company and
the working capital lenders seek a second pari passu charge on the fixed assets of the Company.
The resolution seeks the permission of Shareholders for creation of charge on assets as is
required under the provisions of Section 180 (1) (a) of the Companies Act 2013. Although,
creation of charge on assets of the Company does not amount to “disposal” as is interpreted by
various Courts, there is an alternative view which is prevalent in India, hence as a matter of
abundant caution the approval of Shareholders is sought.
The Company has to secure Lenders as under which includes loans and initiatives.

Financial facilities sanctioned

Sr. Name of Lender Nature of facility Amount Charge
No. (Rs. in
Crores)
1. IDFC Bank Ltd Working Capital 10.00 First pari passu
Demand Loan charge by way of
Bank Guarantee 60.00 hypothecation on
(Performance) Current Assets
IDFC Bank Ltd has sanctioned and disbursed Working Capital Demand loan of Rs. 10 Crores
and Bank Guarantee (Performance) of Rs. 60 Crores on hypothecation of current assets of the
Company.

Proposed borrowings
Sr. Name of Nature of facility Amount Nature of Charge
No. Trustee/ (Rs. In
Lender(s) Crores)
2 State Bank of Fund based and Non 150.00 First pari passu charge
India/ other Fund based Working on current/movable
Banks Capital assets and second pari
passu charge on fixed
assets
3 Banks/Financial Term Loan 75.00 First pari passu charge
Institutions on fixed assets
The Company intends to raise funds of Rs. 150 Crores by way of fund based and non-fund
based working capital facilities to meet the working capital requirement of the Company.
The Company also intends to raise a Term Loan of Rs. 75 Crores for capex. Hence, as the
opportunity arises, the Company shall tie up the loans and offer adequate security to prospective
lenders for the same as per terms agreed with them. This is just an enabling authority for security
creation in case need arises.
The Directors recommend the resolution as a Special Resolution for approval of the members.
None of the Directors of the Company are interested in the resolution placed before the meeting
directly or indirectly.

By Order of the Board of Directors

For Jain Farm Fresh Foods Ltd
Sd/-
Jeetmal Taparia
Company Secretary

Place: Jalgaon
Date: 24.08.2017
 Jain Farm Fresh Foods Limited
Gat no. 139/2, Jain Valley, Shirsoli, Jalgaon-425001
Ph. 0257-2260011, Fax:0257-2261111, CIN: U15200MH2015PLC263338

Attendance Slip

PLEASE COMPLETE THIS ATTENDANCE SLIP BEFORE YOU COME TO THE

MEETING AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

1). Name of the attending Member: __________________________________________ (In Block Letters)

2). Register Folio No.: ________________________________ No. of Shares__________________________

3). Beneficiary A/c No. ______________ DP ld No. ______________ No. of Shares ____________________

4). Name of Proxy (In Block Letters): __________________________________________________________

(To be filled if the Proxy attends instead of the member)

nd
I hereby record my presence at the 2 Annual General Meeting to be held at Registered Office of the Company at Gat
th
No. 139/2, Jain Valley, Shirsoli Road Jalgaon – 425 001 at 3.00 PM on Thursday, 28 September, 2017.

_____________________________________
Member’s / Joint Member’s / Proxy’s Signature
 Jain Farm Fresh Foods Limited
Gat no. 139/2, Jain Valley, Shirsoli, Jalgaon-425001
Ph. 0257-2260011, Fax:0257-2261111, CIN: U15200MH2015PLC263338

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]

CIN U15200MH2015PLC263338 Name of the Company Jain Farm Fresh Foods Limited

Registered Office Gat No 139/2, Jain Valley, Shirsoli, Jalgaon 425001.

Name of the Member(s)

Registered Address

Email ID

Folio No

Client ID

DP ID

No of Shares

I/ we, being the member(s) of the above mentioned Company, hereby appoint:
E-mail
Name

1.
Address Signature

or failing him

Name E-mail
2.
Address Signature

or failing him

Name E-mail
3.
Address Signature

nd
As my/ our proxy to attend and vote (on a poll) for me/ our behalf at the 2 Annual General Meeting of the Company,
th
to be held at 3.00 PM on Thursday, 28 September, 2017 at Registered Office of the Company at Gat No 139/2, Jain
Valley, Shirsoli, Jalgaon 425001 and at any adjournment thereof in respect of resolutions as below:
Resolution No Particulars of Resolutions

1 Consider and adopt the Audited Financial Statements (Standalone and Consolidated) for the
year ended 31st March, 2017 together with Schedules, Notes thereon and the reports of
Board of Directors and Auditor’s thereon.

2 Appointment of a Director in place of Shri Athang Anil Jain, (DIN 07398214) who retires by
rotation and being eligible, offers himself for reappointment as Director.

3 Reappointment of Statutory Auditors of the Company

4 Mortgage of Immovable Properties of the Company

Signed this day of September, 2017.

Re. 1
Revenue
stamp

Signature of Shareholder: _______________ Signature of Proxy ________________

Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the meeting.
nd
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 2 Annual General
Meeting.
3. Please complete all details including details of member(s) in above box before submission.