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Aakash Exploration Services Limited — AGM Information 2023
Aug 25, 2023
59405_rns_2023-08-25_02e75ba7-d365-47a9-a58e-7a5b54bf64d3.pdf
AGM Information
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Date: 25/08/2023
To, The National Stock Exchange of India Limited
Exchange Plaza, Plot No., C/1, G·Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 SCRIP CODE: AAKASH
Dear Sir/ Madam,
Sub: Intimation of Annual General Meeting and E-voting
We would like to inform you that 17[th] Annual General Meeting (AGM) of Members of the Company is scheduled to be held on Wednesday, 20[th] September, 2023 at 10.30 a.m. at “Posh Urban”, 1st Floor, Dev Business Hub, Near Government Engineering College, Visat, Gandhinagar Road, Chandkheda, Ahmedabad - 380005
Remote e-voting period commences from 9:00 a.m. (IST) on Saturday, 16[th] September, 2023 and ends at 05:00 p.m. (IST) on Tuesday, 19[th] September, 2023. During this period, Members may cast their vote electronically. The e- voting module shall be disabled by CDSL thereafter.
Also find enclosed Notice of 17[th] Annual General Meeting.
You are requested to kindly take the same on your records.
Thanking You, Yours faithfully,
Thanking you,
For, AAKASH EXPLORATION SERVICES LIMITED
HEMANG Digitally signed by HEMANG NAVINBH NAVINBHAI HARIA Date: 2023.08.25 AI HARIA 15:19:43 +05'30'
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HEMANG N HARIA WHOLE TIME DIRECTOR AND CFO DIN: 01690627
Encl: a.a.
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NOTICE
NOTICE is hereby given that the 17[th] Annual General Meeting of the Members of the Company will be held on Wednesday, 20[th] September, 2023 at 10:30 A.M at “Posh Urban”, 1[st] Floor, Dev Business Hub, Near Government Engineering College, Visat, Gandhinagar Road, Chandkheda, Ahmedabad - 380005
ORDINARY BUSINESS:-
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i. To receive, consider and adopt the Audited Balance Sheet as at 31[st] March, 2023 and Statement of Profits & Loss together with Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31[st] March, 2023 and Report of the Board of Directors and Auditors thereon.
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ii. To appoint a director in place of Mr. Hemang Haria (DIN: 01690627) who retires by rotation at this meeting and being eligible, offers himself for re-appointment.
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iii. To Appoint Statutory Auditors and to authorize the Board of Directors to determine their remuneration.
To consider and if thought fit, to pass with or without modification(s), following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the appointment of M/s Parikh Shah & Associates, Chartered Accountant, Ahmedabad (Firm Registration No. 123999W) as Statutory Auditors of the Company in place of retiring Auditors M/s. Bimal Shah Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 101505W), to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of 22[nd] Annual General Meeting on such remuneration plus taxes as applicable and out of pocket expenses incurred by them for the purpose of audit of the company, as may be decided by the Board of Directors.”
SPECIAL BUSINESS:
iv. Re-appointment of Mr. Vipul Navinchandra Haria (DIN 01690638) as a Managing Director of the Company
To consider, and if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in accordance with Section II of Part II of Schedule V of the Companies Act, 2013 & all other applicable provisions and pursuant to the recommendation of Nomination and Remuneration Committee, consent of the members be and is hereby accorded to re-appoint of Mr. Vipul Navinchandra Haria (DIN 01690638) as Managing Director of the Company w.e.f December 14, 2023 for a term of 3 years at a remuneration as tabled below and he shall have the right to manage the day-to-day business
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affairs of the Company subject to the superintendence, guidance, control and direction of the Board of Directors of the Company”.
| Salary | Not Exceeding INR 6,00,000/- per month or such other higher remuneration as may be deemed fit by the Board and Nomination & Remuneration Committee |
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| (i) Provident Fund:inaccordance withthe applicable statutorynorms |
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| (ii) Gratuity:in accordance with the applicable statutory norms |
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| (iii) Leave with full pay and allowance shall be allowed as per Company’s practice |
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| (iv) Leave Travel Concession as per Company’s practice and accordance with the statutorynorms |
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| (v) Reimbursement of expenses actually and properly incurred in course of business ofthe company shallbe allowed |
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| (vi) No sitting fees shall be paid for attending the meeting of the Board of Directors orCommittee thereof |
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| (vii) He shall be liable to retire by rotation |
“ RESOLVED FURTHER THAT the terms of remuneration as set out of this Resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforementioned remuneration comprising salary, perquisites and benefits approved herein be continued to be paid as minimum remuneration to the Managing Director.”
“ RESOLVED FURTHER THAT any of the Director or Secretary of the Company, be and is hereby severally authorized to do all such acts, deeds and things which are necessary to carry out the aforesaid resolution and to seek such approval/ consent from the government departments, if required, in this regard and make necessary filings relating to appointment of Mr. Vipul N. Haria with the Registrar of Companies and submission of any other necessary documents with the appropriate regulatory authorities, as may be required from time to time.”
Date: 24/08/2023 Registered office:
By Order of the Board Aakash Exploration Services Limited
424-426, 4[th] Floor, Shukan Mall, Near Visat Petrol Pump, Sabarmati, Ahmedabad GJ 380005
Nisha Agrawal Company Secretary Membership No. 39649
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NOTES
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A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.
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A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/herself and proxy need not be a member. The instrument appointing a proxy must be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company 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.
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A member would be entitled to inspect the proxies lodged at any time, except the date of AGM, during the business hours of the Company. The required statutory registers will be made available at the AGM venue for inspection by the members at the AGM.
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A route map giving directions to reach the venue of the 17[th] Annual General Meeting is given at the end of the Notice.
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Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.
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The relevant details of the Directors seeking re-appointment/ appointment at 17[th] Annual General Meeting pursuant to Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meeting issued by institute of Company Secretaries of India are annexed.
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Members/Proxies are requested to bring their attendance slip for attending the meeting. Members should bring their copy of the Annual Report to the meeting.
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Members seeking any information with regard to accounts of the Company are requested to write to Company at its Registered Office, so as to reach at least 10 days before the date of Meeting to enable Management to keep information ready.
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Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered office of the Company on all working days, except Saturdays and public holidays between 11:00 a.m. to 2:00 p.m. up to the date of the Meeting.
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Members are requested to notify immediately change of address, if any, to their Depository Participants (DPs) in respect of their shareholding in Demat Accounts and to the Company’s
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Registrar & Share Transfer Agent in respect of their shareholding in physical segment by mentioning folio nos., etc.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company or its Share registrars and Transfer Agents.
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The Ministry of Corporate Affairs has taken ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. In this regard we solicit your co-operation to update our databank. Members who have not registered so far, are requested to register their e-mail address, contact telephone number, PAN and Bank Account details, ECS Mandate in respect of electronic holdings with the Depository through their concerned Depository Participants PAN and Bank Account details.
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The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode in terms of the MCA Circular dated May 5, 2020, upon E-mail request by any Member of your Company. Members seeking to inspect such documents can send the e-mail to [email protected]
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In terms of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and the MCA Circulars, the Company has provided the e-voting facility through CDSL. This facility is being provided to the Members holding shares in physical and dematerialized form, as on the cutoff date to exercise their right to vote by electronic means on any or all of the business specified in the accompanying Notice.
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M/s. Suthar & Surti, Company Secretaries has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. The Board has also authorised Chairman to appoint one or more scrutinizers in addition to and/or in place of M/s. Suthar & Surti.
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Results of voting shall be declared by the Chairperson or a person so authorised by him in writing on receipt of consolidated report from the Scrutinizer. The results declared along with Scrutinizer’s Report shall be placed on the Company’s website i.e. www.aakashexploration.com, on the website of CDSL and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.
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Voting Through electronic means :- In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)
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Regulations, 2015, the Company is pleased to provide the members the facility to exercise their right to vote at the 16[th] Annual General meeting (AGM) by electronic means and the business may be transacted through the e-voting services provided by Central Depository Services (India) Limited (CDSL).
18. VOTING THROUGH ELECTRONIC MEANS:-
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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 MCA Circulars 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/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.aakashexploration.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(i) The voting period begins on Saturday, 16[th] September, 2023 (9.00 a.m. IST) and ends on Tuesday, 19[th ] September, 2023 (5.00 p.m. IST) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 13[th] September, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
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(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
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Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
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(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.
Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication,user will be able to see the e- |
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| Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders holding securities in demat mode withNSDL |
1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoining virtual meeting & voting during themeeting |
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
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| Login type | Helpdesk details |
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| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43. |
| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and180022 4430 |
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Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. -
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6) If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical Form
| voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: |
voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: |
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| For Shareholders holding shares in Demat Form other than individual and Physical Form | |
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence numbersent by Company/RTAorcontact Company/RTA. |
| Dividend Bank Details ORDate of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v). |
(vi) After entering these details appropriately, click on “SUBMIT” tab.
- (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to
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share your password with any other person and take utmost care to keep your password confidential.
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(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(ix) Click on the EVSN for the AAKASH EXPLORATION SERVICES LIMITED on which you choose to vote.
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(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
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(xvii) Additional Facility for Non – Individual Shareholders and Custodians –Remote Voting
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
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A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at
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the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33
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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013
Item No. iii
The Board of Directors pursuant to the recommendation of Nomination and Remuneration Committee, in their meeting held on August 24, 2023 approved re-appointment of Mr. Vipul N. Haria with effect from December 14, 2023 for a term of 3 years, which is further subject to requisite approval from the shareholders in accordance with the applicable provisions of the Companies Act, 2013.
The statement as required under Section II, Part II of the Schedule V of the Act with reference to Resolution at Item No. iii is annexed hereto as Annexure 1 .
None of the Directors of the Company and their relatives other than Mr. Vipul Navinbhai Haria, Mr. Hemang Navinbhai Haria & their relatives, is in any way concerned or interested, financial or otherwise, in the said Resolution.
The Board of Directors recommends the Special Resolution as set out at Item No. 3 of the Notice for approval by the Members.
Annexure-1
Statement pursuant to sub-clause (iv) of the second proviso of Clause (B) of Section II of Part II of Schedule V to the Companies Act, 2013 with respect to the Item No. 3
The particulars required to be disclosed in the explanatory statement in accordance with subclause (iv) of the second proviso of Clause (B) of Section II of Part II of Schedule V to the Companies Act, 2013 are given below:-
I. General Information:
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Nature of Industry: Aakash Exploration Services Limited was incorporated on 17[th] January, 2007 is in field of providing Oil and Gas Services.
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Date or expected date of commencement of commercial production: The Company is already running commercial productions.
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In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable.
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Financial Performance based on given indicators:-
The financial performance of the Company in last two years is as under:
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Standalone Financials
| Standalone Financials | ||
|---|---|---|
| Amount in Lakhs | ||
| Financial Parameters | Year Ended as on | |
| March 31, 2023 |
March 31, 2022 |
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| Total Income | 9406.20 | 7738.82 |
| Profit before exceptional items and tax | 613.73 | 820.87 |
| Net Profit/(Net Loss) | 453.59 | 612.15 |
5. Foreign investments or collaborations, if any: NIL
II. Information about the Appointees:
| Sr. No |
Particulars | Vipul Navinbhai Haria |
|---|---|---|
| 1. | Background Details | He is the promoter and Managing Director of the Company. He is having Rich experience in the field of Oil and Gas for more than 23 years. |
| 2. | Past Remuneration | Rs. 36,00,000per annum for FY 2022 – 23 |
| 3. | Recognition or Awards | The work done in discharge of his duties as Director has been recognized in Industry |
| 4. | Job Profile and Suitability | Mr. Vipul Navinbhai Haria is leading the business operations of the company and responsible for spearheading Company’s operations, overseeing and managing growth and synergizing complex operations, providingleadershipat the helm of organizations. |
| 5. | Remuneration Proposed | Not ExceedingRs. 6,00,000/- Per month |
| 6. | Comparative remuneration profile with respect to industry, size of the Company, profile of theposition andperson |
The remuneration proposed to be paid to director is in line with remuneration of Directors of other Companies, keeping in view his job profile, the size, operations and complexity of the business of the Company. |
| 7. | Pecuniary relationship directly or indirectly with the company or relationship with the Managerial Personnel, if any: |
Mr. Vipul Navinbhai Haria is the Managing Director of the Company and holds 3,71,01,888 (36.64%) equity shares of the Company. He is brother of Mr. Hemang Navinbhai Haria, Whole Time Director of the Company. |
III. Other Information
(1) Reasons for loss or inadequate profits:
For the year ended March 31, 2023, the total revenue was INR 9406.20 lakhs against INR 7738.82 lakhs in previous year. The profit before tax for the year has been INR 613.73 lakhs against INR 820.87 in previous year. The profit after tax for the current year is INR 453.59 lakhs against INR 612.15 in previous year. The profits of the Company are in line with the current industrial scenario and are reasonable. The company’s products are very well accepted in local market. The Company
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has made significant growth and sales of the Company have increased from time to time. However, due to heavy tax implications, profit for the current financial year is inadequate.
(2) Steps taken or proposed to be taken for improvement:
Company is putting more thrust on to take advantage of latest technologies. The Company has also taken steps for curtailing expenditure and this would help the Company to further improve its results and profitability.
(3) Expected Increase in Productivity and Profits in measurable terms:
Aakash Exploration is focusing on improvement of manufacturing efficiencies, cost optimization and making quality standards thereby achieving increase in productivity and maximization of profits.
Date: 24/08/2023 Registered office:
By Order of the Board Aakash Exploration Services Limited
424-426, 4[th] Floor, Shukan Mall, Near Visat Petrol Pump, Sabarmati, Ahmedabad GJ 380005
Nisha Agarwal Company Secretary Membership No. 39649
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AAKASH EXPLORATION SERVICES LIMITED
424-426, 4th Floor, Shukan Mall Nr. Visat Petrol Pump, Sabarmati, Ahmedabad, Gujarat - 380005
Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the brief profile of Directors eligible for appointment/re-appointment at Annual general Meeting are as follows:
| Name of Director | Mr. Vipul N. Haria | Mr. Hemang Haria |
|---|---|---|
| Director Identification Number (DIN) |
01690638 | 01690627 |
| **Age ** | 53 Years | 51 Years |
| Designation / category of Directors |
Managing Director, Executive Director |
Whole Time Director & CFO, Executive Director |
| Qualification | B. Com | B.Com |
| Date of First Appointment on the Board of the Company |
17/01/2007 | 17/01/2007 |
| Brief Profile, Experience, and Expertise in specific functional areas |
Mr. Vipul Haria, is Chairman and Managing Director of the Company. He has experience of over 25 years in Oil filed industry. He looks after overall business including business development, project implementation of our company. Due to his vast experience and technical knowledge, the Company has flourished in all segment of oil enhancing recovery and cater to everyneed of customers. |
Mr. Hemang Haria, is Whole Time Director & CFO of the Company. He has experience of over 20 years in Oil filed industry. He is responsible for spearheading Company’s operations, overseeing and managing growth and synergizing complex operations, providing leadership at the helm of organizations. He’s also involved in office marketing, financial and administrations. |
| Shareholding in Aakash Exploration Services Limited |
3,71,01,888 | 2,21,41,464 |
| Terms and Condition of Appointment/ re-appointment |
Re-appointment for the period of 3 (three) year w.e.f. 14/12/2023. |
Retire by rotation |
| Remuneration Last Drawn | Rs. 36,00,000/- per annum for FY 2022-23 |
Rs. 24,00,000/- per annum for FY 2022-23 |
| Remuneration sought to be paid | As per the resolution at item no. 4 of the Notice of AGM read with explanatorystatement thereto. |
As per the Special resolution passed on 30thMarch, 2023 through Postal Ballot. |
| Number of Meetings of the Board attended during theyear |
6 | 6 |
| List of Directorship held in other companies |
Haria Oil Field Services Limited | Nil |
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| Name of listed entities from which the person has resigned in thepast threeyears |
Nil | Nil |
|---|---|---|
| Membership / Chairmanship in Committees of other companies as on date of the Notice |
Nil | Nil |
| Relationships between Directors inter-se |
He is Brother of Mr. Hemang N. Haria, Whole Time Director & CFO of the Company |
He is Brother of Mr. Vipul N. Haria, Managing Director of the Company |
| In the case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
N.A. | N.A. |
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ATTENDANCE SLIP
AAKASH EXPLORATION SERVICES LIMITED
Reg. Off.: 424-426, 4[TH] Floor, Shukan Mall, Nr. Visat Petrol Pump, Sabarmati, Ahmedabad – 380005 CIN: L23209GJ2007PLC049792 | E-Mail: [email protected] | Ph.: 079-48006633, 27573366
17[th] Annual General Meeting to be held on Wednesday, September 20, 2023 at 10.30 a.m.
| DP. Id* | Name & address of the registered shareholder | |
|---|---|---|
| Client Id* | ||
| Regd. Folio No. |
- Applicable for shareholding in electronic form.
I/We certify that I/We am/are a Registered Shareholder / Proxy for the Registered Shareholder of the Company. I/We hereby record my/our presence at the Extra Ordinary General Meeting of the Company
Signature of Member(s)/ Proxy
NOTE: A member or his duly appointed Proxy willing to attend the meeting must fill-up this Admission Slip and hand over at the entrance.
-----------------------------------------------------------Cut Here----------------------------------------------------
PROXY FORM
Form No MGT-11
(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the companies
(Management and Administration) Rules, 2014)
| CIN | L23209GJ2007PLC049792 |
|---|---|
| Name of Company | Aakash Exploration Services Limited |
| Reg. Office Address |
424-426, 4THFloor, Shukan Mall, Nr. Visat Petrol Pump, Sabarmati, Ahmedabad – 380005 |
| Name of the Member |
|
| Registered Address |
|
| E Mail Id | |
| Folio No./Client ID |
I/We, being the member (s) of Aakash Exploration Services Limited hereby appoint
| Name | |||
|---|---|---|---|
| Address | |||
| E Id |
Signature | ||
| R FAILING | HIM | ||
| Name |
OR FAILING HIM
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| Address E Id OR FAILING Name Address E Id |
Address | |||
|---|---|---|---|---|
| E Id |
Signature | |||
| HIM | ||||
| Name | ||||
| Address | ||||
| E Id |
Signature |
As my/ our Proxy to attend and vote for me/us on my/ our behalf at the 17[th] Annual General Meeting of the Company to be held on 20/09/2023 at 10:30 a.m. and at any adjournment thereof and respect of such resolution mentioned below:
| Resolution No. |
Resolution | For | Against |
|---|---|---|---|
| Ordinary Business | |||
| 01 | To receive, consider and adopt the Audited Balance Sheet as at 31stMarch, 2023 and Statement of Profits & Loss together with Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2023 and Report of the Board of Directors and Auditors thereon. |
||
| 02 | To appoint a director in place of Mr. Hemang Haria (DIN: 01690627) who retires by rotation at this meeting and being eligible, offers himself for re- appointment. |
||
| 03 | To Appoint Statutory Auditors and to authorize the Board of Directors to determine their remuneration. |
||
| Special Business | |||
| 04 | Re-appointment of Mr. Vipul Navinchandra Haria (DIN 01690638) as a ManagingDirector of the Company |
Signed on this …….day of …………………2023
Signature of Shareholder ……………………… / Signature of Proxy ……………………
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Affix
Revenue
Stamp
----- End of picture text -----
NOTE:
1. The Proxy need not be a Member.
- The Proxy Form must be deposited at the Registered Office not less than 48 hours before the scheduled time for holding the meeting.
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ROUTE MAP FOR AGM
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