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Accuracy Shipping Limited — Proxy Solicitation & Information Statement 2023
Apr 19, 2023
61908_rns_2023-04-19_7c54604a-bb88-4cb6-9d0d-b6faacff51f3.pdf
Proxy Solicitation & Information Statement
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19.04.2023
To, The Manager, National Stock Exchange of India Ltd, Exchange Plaza, 5th Floor, Plot No. C/ 1, 'G ' Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051
Symbol: Accuracy
Dear Sir/Ma’am,
Sub : Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice
In terms of Regulations 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we attach herewith a copy of the Postal Ballot Notice dated April 17, 2023, along with the Explanatory Statement ("Postal Ballot Notice"), dispatched today, for seeking the approval of Members of Accuracy Shipping Limited on the Business stated below, by passing the resolution through Postal Ballot (only through remote e- voting process), pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies Management and Administrations Rules, 2014 and General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 02/2022 dated May 5, 2022, and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India any other applicable law, rules and regulations:
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Particulars Type of Resolution
Reappointment of Mr. Vinay Tripathi (DIN: 02344536) as Managing Director of the Special Resolution
Company for a Second term of 5 years with effect from 11th January, 2023
Reappointment of Mrs. Rama Tripathi (DIN:05133579) as Whole-time Director of the Special Resolution
Company for a Second term of 5 years with effect from 11th January, 2023
Appointment of Dr. Vishal Bisen (DIN: 05172065) as an Independent Director for the Special Resolution
period of 5 years up to February 14, 2028 with effect from February 16, 2023
Appointment of Mr. Varun Kacholia (DIN: 05190391) as an Independent Director for Special Resolution
the period of 5 years up to February 14, 2028 with effect from February 16, 2023
Appointment of Mr. Raj Kumar Poddar (DIN: 00358329) as an Independent Director Special Resolution
for the period of 5 years up to February 14, 2028 with effect from February 16, 2023
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In compliance with the applicable circulars, the Company has completed the dispatch of Postal Ballot Notices only through email, to those Members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, April 14, 2023 ("Cut-off date") received from the Depositories and whose email addresses were registered with the Depository Participants ("DP") or with the Company or Registrar & Share Transfer Agent ("RTA") of the Company as on the cut-off date. Members holding shares in physical mode and who have not updated their email addresses with the Company/RTA/DP are requested to update their email addresses as per the instructions given in the enclosed Notice. The Postal Ballot Notice is also available on the website of the Company at www.aslindia.net.
As per the provisions of the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting. The Company has engaged the services of Link Intime India Private Limited ("LIIPL") for providing remote e-voting facility to all its Members. Members holding Equity Shares of the Company as on the Cut-off Date only shall be entitled to vote through remote e-voting process.
Date and time of commencement of remote e-Voting Thursday, April 20, 2023 – (11:00 A.M. IST) Date and time of conclusion of remote e-Voting Friday, May 19, 2023 – (5:00 P.M. IST)
The results of the Postal Ballot will be announced within two (2) working days from the conclusion of remote e- voting. The results of the remote e-voting and the Scrutinizer's report will be placed on the Company's website at www.aslindia.net , on the website of Link Intime India Private Limited at www.instavote.linkintime.co.in and will be communicated to the Stock Exchange.
Kindly take the same on record
Yours faithfully,
For Accuracy Shipping Limited
Vinay Dinanath Tripathi Digitally signed by Vinay Dinanath Tripathi DN: c=IN, o=Personal, title=1850, pseudonym=e256b30f6ad9430ea538c3ff084cdc0d, 2.5.4.20=4280fa7f63d88454d85f6f947e7b235e4bf5ec323dcb6a63f7325ad0a2075fbb, postalCode=370201, st=Gujarat, serialNumber=f39b61c02632297366019a9efa9da2404c9d59047d1e694df3899b0095a2e2ee, cn=Vinay Dinanath Tripathi Date: 2023.04.19 14:27:13 +05'30' ________
Vinay Tripathi Managing Director DIN: 02344536
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ACCURACY SHIPPING LIMITED
CIN: L52321GJ2008PLC055322 Reg Off: SURVEY NO: 42, PLOT NO: 11, MEGHPAR BORICHI, ANJAR - 370110 KACHCHH, GUJARAT Tel: 91 (2836) 258251, 258252 E-mail id: [email protected] Wesite: www.aslindia.net
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NOTICE OF POSTAL BALLOT
[Notice pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
Notice is hereby given pursuant to the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with the Companies (Management and Administration) Rules, 2014 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (including any statutory modification or re-enactment(s) thereof for the time being in force), read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020 and General Circular No 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021 and No. 03/2022 dated 5th May, 2022 and 11/2022 dated December 28, 2022 in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19” issued by the Ministry of Corporate Affairs, Government of India (‘the MCA Circulars’) and pursuant to other applicable laws and regulations, that the resolutions appended below to be passed by the Members of Accuracy Shipping Limited (‘the Company’) by way of Postal Ballot (only through the remote e-voting process).
The Company in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and is pleased to provide the members with the facility to exercise their right to vote on the matters included in the postal ballot by electronic means i.e. through e-voting services provided by Link Intime (India) Private Limited. The e-voting will commence on Thursday, April 20, 2023 at 11:00 am (IST) and end on Friday, May 19, 2023 at 05:00 pm (IST). Please read carefully and follow the instructions as specified in this Postal Ballot Notice for e-voting.
In terms of the MCA Circulars, in view of the current extraordinary circumstances due to COVID19 pandemic requiring social distancing, companies are advised to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting in accordance with the provisions of the Companies Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. MCA has clarified that for companies that are required to provide e-voting facility under the Companies Act, 2013, while they are transacting any business(s) only by postal ballot upto September 30, 2023 or till further
orders, whichever is earlier, the requirements provided in Rule 20 of the Companies (Management and Administration) Rules, 2014 as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis . Further, the Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.
The notice is sent to all members / beneficiaries whose names appear on the Register of Members / Record of Depositories as on Friday, April 14, 2023 (‘Cut-off-date’) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants.
In compliance with the requirements of the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.
Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 pm on Friday, May 19, 2023 . The assent or dissent received after such date and time shall be treated as if voting from the Member has not been received.
The Board of Directors of the Company (‘the Board’) at its meeting held on Monday, 17[th] April, 2023, had appointed CS Piyush Prajapati, Practicing Company Secretary (ACS No. 50574, C.P. No. 18332), as the Scrutinizer (‘Scrutinizer’) for conducting the Postal Ballot (e-voting process) in a fair and transparent manner.
The Scrutinizer will submit his report to the Chairman or in his absence to any person, duly authorised by him after completion of the scrutiny and The results of the Postal Ballot along with Scrutinizer’s Report will be announced within two working days of the conclusion of Postal Ballot through remote e-voting . The said results will also be intimated to the National Stock Exchange of India Limited (‘NSE’) where the Company's securities are listed, and displayed at the registered office of the Company and on the website of the Company i.e. http://www.aslindia.net/ as well as on the website of LIIPL at https://instavote.linkintime.co.in.
The explanatory statement, as required under Section 102 of the Companies Act 2013, pertaining to the proposed resolutions setting out the material facts and reasons thereof is annexed herewith.
The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Friday, May 19, 2023 Further, resolution passed by the members through remote e-voting are deemed to have been passed effectively at a general meeting.
SPECIAL BUSINESS:
1. Reappointment of Mr. Vinay Tripathi (DIN: 02344536) as the Managing Director
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 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made there under, as amended from time to time, read with Schedule V to the Act, and Articles of Association of the Company and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the consent of the Members of the Company be and is hereby accorded to reappoint Mr. Vinay Tripathi (DIN: 02344536) as Managing Director of the Company for a period of 5 Years with effect from 11[th] January, 2023 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting and as recommended by Nomination and Remuneration Committee (“Committee”) and approved by the Board.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient, to give effect to the aforesaid resolution.”
2. Reappointment of Mrs. Rama Tripathi (DIN: 05133579) as the Whole-Time Director
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 of the Companies Act, 2013 (‘‘Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) and enactment(s) thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the members be and is hereby accorded for the re-appointment of Mrs. Rama Tripathi (DIN: 05133579) as a Whole Time Director of the Company for a period of 5 years, with effect from 11[th] January, 2023 with the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting and as recommended by Nomination and Remuneration Committee (“Committee”) and approved by the Board.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient, to give effect to the aforesaid resolution.”
3. Appointment of Mr. Vishal Bisen (DIN: 05172065) as an Independent 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 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 25 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Vishal Bisen (DIN: 05172065), who has been appointed as an Additional Director with effect from 16[th] February, 2023 by the Board under Section 161 of the Act and who holds office upto the date of ensuing Annual General Meeting of the Company and who is eligible for appointment and meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, be and is hereby appointed
as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of 5 (Five) consecutive years commencing from 16[th] February, 2023 to 15[th] February, 2028.
4. Appointment of Mr. Varun Kacholia (DIN: 05190391) as an Independent 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 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 25 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Varun Kacholia (DIN: 05190391), who has been appointed as an Additional Director with effect from 16[th] February, 2023 by the Board under Section 161 of the Act and who holds office upto the date of ensuing Annual General Meeting of the Company and who is eligible for appointment and meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, be and is hereby appointed as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of 5 (Five) consecutive years commencing from 16[th] February, 2023 to 15[th] February, 2028.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient, to give effect to the aforesaid resolution.”
5. Appointment of Mr. Raj Kumar Poddar (DIN 00358329) as an Independent 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 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 25 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Raj Kumar Poddar (DIN 00358329), who has been appointed as an Additional Director with effect from 16[th] February, 2023 by the Board under Section 161 of the Act and who holds office upto the date of ensuing Annual General Meeting of the Company and who is eligible for appointment and meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his
candidature for the office of Director and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, be and is hereby appointed as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of 5 (Five) consecutive years commencing from 16[th] February, 2023 to 15[th] February, 2028.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient, to give effect to the aforesaid resolution.”
By Order of the Board of Directors
For ACCURACY SHIPPING LIMITED
Sd/Vinay Dinanath Tripathi Managing Director DIN – 02344536
April 17, 2023 Anjar
NOTES:
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The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto.
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The notice is being sent to all members / beneficiaries whose names appear on the Register of Members / Record of Depositories as on Friday, April 14, 2023 (‘Cut-off-date’) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants). A copy of this Postal Ballot Notice will also be available on the website of the Company (http://www.aslindia.net/) and in the relevant section of the website of NSE on which the Equity Shares of the Company are listed.
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Based on the consent received from CS Piyush Prajapati, Practicing Company Secretary (Membership No. A50574, CP No. 18332), the Board has appointed him as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
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In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) and Sections 108, 110 and other applicable provisions of the Companies Act, 2013, if any, read with the Rules made thereunder and the provisions of the MCA Circulars, the Company is providing facility for voting by electronic means (‘remote e-voting’) to all the members of the Company to enable them to cast their votes electronically on the items mentioned in the Postal Ballot Notice. For this purpose, the Company has entered into an arrangement with Link Intime India Private Limited (‘LIIPL) for facilitating remote e-voting to enable the shareholders to cast their votes electronically instead of physical mode. In terms the MCA Circulars, voting can be done only by remote e-voting. As the remote e-voting does not require a person to attend to a meeting physically, the members are strongly advised to use the remote e-voting procedure by themselves and not through any other person / proxies. The Resolutions, if approved by the requisite majority, will be taken as having been passed effectively on the last date specified for e-voting i.e. Friday, May 19, 2023 .
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As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in at least one English language and one vernacular language newspaper.
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Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for the purpose of receiving this Postal Ballot Notice by way of e-mail and communication of assent or dissent in respect of the resolutions set out in the said Postal Ballot Notice by way of remote e-voting.
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The Scrutinizer shall prepare a consolidated Scrutinizer’s Report on the total votes cast in favour or against, if any. The said report will be submitted to the Chairman or a person authorized by him in writing and The results of the Postal Ballot along with Scrutinizer’s Report will be announced within two working days of the conclusion of Postal Ballot through remote e-voting. The said results will also be intimated to the National Stock Exchange of India Limited where the Company's securities are listed, and displayed at the registered office of the
Company and on the website of the Company i.e. www.aslindia.net as well as on the website of LIIPL at https://instavote.linkintime.co.in.
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The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Friday, May 19, 2023 . Further, resolution passed by the members through remote e-voting are deemed to have been passed effectively at a general meeting.
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Please note that the assent or dissent received after such date and time shall be treated as if reply from the Member has not been received. For the purpose of exercising vote through remote e-voting, members are requested to read the information and other instructions relating to remote e-voting as mentioned below.
Remote e-Voting Instructions for shareholders:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
Login method for Individual shareholders holding securities in demat mode is given below:
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Individual Shareholders holding securities in demat mode with NSDL
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Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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Individual Shareholders holding securities in demat mode with CDSL
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Existing users who have opted for Easi / Easiest, can login through their 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 are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
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After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
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Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in 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 provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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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. Upon logging in, you will be able to see e-Voting option. 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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e- Voting period.
Login method for Individual shareholders holding securities in physical form is given below:
Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:
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Open the internet browser and launch the URL: https://instavote.linkintime.co.in
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Click on “ Sign Up ” under ‘ SHARE HOLDER’ tab and register with your following details:
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A. User ID : Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.
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B. PAN : Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
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C. DOB/DOI : Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
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D. Bank Account Number : Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders/ members holding shares in physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
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Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
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Click “confirm” (Your password is now generated).
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Click on ‘Login’ under ‘SHARE HOLDER’ tab.
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Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘ Submit’ .
Cast your vote electronically:
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After successful login, you will be able to see the notification for e-voting. Select ‘ View’ icon.
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E-voting page will appear.
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Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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After selecting the desired option i.e. Favour / Against, click on ‘ Submit’ . A confirmation box will be displayed. If you wish to confirm your vote, click on ‘ Yes’ , else to change your vote, click on ‘No’ and accordingly modify your vote.
Guidelines for Institutional shareholders:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.
Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.
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Individual Shareholders holding securities in Physical mode has forgotten the password:
If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
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Click on ‘ Login’ under ‘SHARE HOLDER’ tab and further Click ‘ forgot password? ’
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “ SUBMIT ”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013;
Item: 1
Reappointment of Mr. Vinay Tripathi (DIN: 02344536) as the Managing Director
The Board had appointed Mr. Vinay Tripathi as Managing Director of the Company for a period of five years from 11[th] January, 2018.
Mr. Vinay Tripathi is in the business of logistics since more than two decades. He has well versed knowledge and experience of custom clearance, freight forwarding and Road Transportation. Mr. Vinay Tripathi has also been covered by Divya bhaskar "Estrellas of Kutch- Desert Doyens" a book based on Top 21 Businessmen of Kutch District.
His current term of appointment as the Managing Director of the Company expired on 10[th] January 2023. Considering his knowledge of various aspects relating to the Company’s affairs and long business experience, the Board of Directors is of the opinion that for smooth and efficient running of the business, the services of Mr. Vinay Tripathi should be available to the Company for a further period of 5 (Five) years with effect from 11[th] January, 2023.
In terms of the provisions of the Act and the Articles of Association of the Company, the Nomination and Remuneration Committee and the Board of Directors have, re-appointed him as Managing Director at a monthly remuneration of Rs. 4,00,000/- (Rupees Four Lakhs only), for a period of five years with effect from 11[th] January, 2023. Brief profile of Mr. Vinay Tripathi is given at Annexure A to this Notice.
Interest of Directors & Key Managerial Personnel:
Mr. Vinay Tripathi is not related to any Director except Mrs. Rama Tripathi being his spouse. The Board recommends the Special Resolution set out in Item No. 1 of this Notice for the approval of the Shareholders.
Item: 2
Reappointment of Mrs. Rama Tripathi (DIN: 05133579) as the Whole-Time Director
The Baord had appointed Mrs. Rama Tripathi as Whole-Time Director of the Company for a period of five years from 11[th] January, 2018.
Mrs. Rama Tripathi is in the business of logistics since last 10 years. She has done Bachelor of Arts and is having well versed knowledge and experience of administration and Human resource.
Her current term of appointment as the Whole-Time Director of the Company expired on 10[th] January 2023. Considering her knowledge of various aspects relating to the Company’s affairs and long business experience, the Board of Directors is of the opinion that for smooth and efficient running of the business, the services of Mrs. Rama Tripathi should be available to the Company for a further period of 5 (Five) years with effect from 11[th] January, 2023.
In terms of the provisions of the Act and the Articles of Association of the Company, the Nomination and Remuneration Committee and the Board of Directors have, re-appointed her as Whole-Time Director at a monthly remuneration of Rs. 4,00,000/- (Rupees Four Lakhs only), for a period of five years with effect from 11[th] January, 2023. Brief profile of Mrs. Rama Tripathi is given at Annexure A to this Notice.
Interest of Directors & Key Managerial Personnel:
Mrs. Rama Tripathi is not related to any Director except Mr. Vinay Tripathi being her spouse. The Board recommends the Special Resolution set out in Item No. 2 of this Notice for the approval of the Shareholders.
Item: 3
Appointment of Mr. Vishal Bisen (DIN: 05172065) as an Independent Director of the Company;
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has appointed Mr. Vishal Bisen (DIN: 05172065) as an Additional Director of the Company.
In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 (‘the Act’), appointment of Independent Directors requires approval of the Shareholders of the Company. Further, in terms of the Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 1[st] January, 2022, a Listed Entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. As per Regulation 25(2A) of the Listing Regulations also provide that the appointment of an Independent Director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has considered and recommended the appointment of Mr. Vishal Bisen as an Independent Director with effect from on 16[th] February, 2023 for a period of Five (5) years subject to the approval of shareholders by means of a Special Resolution and he is not liable to retire by rotation. The Company has received a notice in writing from a member in terms of Section 160(1) of the Act, proposing the candidature of Mr. Vishal Bisen for the office of Independent Director of the Company.
Mr. Vishal Bisen, a multitalented personality with proven track record in the field of Logistics / Shipping / Supply Chain Management having more than 28 years of professional experiences with Doctorate (Ph. D.) degree in Management Science
The Company has received from Mr. Vishal Bisen (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act, and (iii) a declaration under Section 149 (7) of the Act and Regulation 25(8) of the Listing Regulations to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and (iv) a declaration that he is not aware of any circumstance or situation, which exist or may be Additional information in respect of Mr. Vishal Bisen pursuant to Regulation 36 (3) of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2), and brief profile of Mr. Vishal Bisen is given at Annexure A to this Notice.
Interest of Directors & Key Managerial Personnel:
None of the Directors nor any Key Managerial Personnel of the Company or their relatives except Mr. Vishal Bisen is directly or indirectly concerned or interested, financially or otherwise in the resolution. The Board recommends the Special Resolution set out in Item No. 3 of this Notice for the approval of the Shareholders.
Item: 4
Appointment of Mr. Varun Kacholia (DIN: 05190391) as an Independent Director of the Company;
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has appointed Mr. Varun Kacholia (DIN: 05190391) as an Additional Director of the Company.
In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 (‘the Act’), appointment of Independent Directors requires approval of the Shareholders of the Company. Further, in terms of the Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 1[st] January, 2022, a Listed Entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. As per Regulation 25(2A) of the Listing Regulations also provide that the appointment of an Independent Director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has considered and recommended the appointment of Mr. Varun Kacholia as an Independent Director with effect from on 16[th] February, 2023 for a period of Five (5) years subject to the approval of shareholders by means of a Special Resolution and he is not liable to retire by rotation. The Company has received a notice in writing from a member in terms of Section 160(1) of the Act, proposing the candidature of Mr. Varun Kacholia for the office of Independent Director of the Company.
Mr. Varun Kacholia is an Investment Banker by profession and has 15 year of experience in Due Diligence and Business Advising.
The Company has received from Mr. Varun Kacholia (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act, and (iii) a declaration under Section 149 (7) of the Act and Regulation 25(8) of the Listing Regulations to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and (iv) a declaration that he is not aware of any circumstance or situation, which exist or may be Additional information in respect of Mr. Varun Kacholia pursuant to Regulation 36 (3) of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2), and brief profile of Mr. Varun Kacholia is given at Annexure A to this Notice.
Interest of Directors & Key Managerial Personnel:
None of the Directors nor any Key Managerial Personnel of the Company or their relatives except Mr. Varun Kacholia is directly or indirectly concerned or interested, financially or otherwise in
the resolution. The Board recommends the Special Resolution set out in Item No. 4 of this Notice for the approval of the Shareholders.
Item: 5
Appointment of Mr. Raj Kumar Poddar (DIN 00358329) as an Independent Director of the Company;
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has appointed Mr. Raj Kumar Poddar (DIN 00358329) as an Additional Director of the Company.
In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 (‘the Act’), appointment of Independent Directors requires approval of the Shareholders of the Company. Further, in terms of the Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), effective 1[st] January, 2022, a Listed Entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. As per Regulation 25(2A) of the Listing Regulations also provide that the appointment of an Independent Director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.
The Board of Directors of the Company at its meeting held on 15[th] February, 2023, upon recommendation of the Nomination and Remuneration Committee has considered and recommended the appointment of Mr. Raj Kumar Poddar as an Independent Director with effect from on 16[th] February, 2023 for a period of Five (5) years subject to the approval of shareholders by means of a Special Resolution and he is not liable to retire by rotation. The Company has received a notice in writing from a member in terms of Section 160(1) of the Act, proposing the candidature of Mr. Raj Kumar Poddar for the office of Independent Director of the Company.
Mr. Raj kumar Poddar is Chartered Accountant by profession and having vast experience of 42 years in various diversified Industries.
The Company has received from Mr. Raj kumar Poddar (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act, and (iii) a declaration under Section 149 (7) of the Act and Regulation 25(8) of the Listing Regulations to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and (iv) a declaration that he is not aware of any circumstance or situation, which exist or may be Additional information in respect of Mr. Raj kumar Podar pursuant to Regulation 36 (3) of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2), and brief profile of Mr. Raj kumar Podar is given at Annexure A to this Notice.
Interest of Directors & Key Managerial Personnel:
None of the Directors nor any Key Managerial Personnel of the Company or their relatives except Mr. Raj kumar Poddar is directly or indirectly concerned or interested, financially or otherwise in the resolution. The Board recommends the Special Resolution set out in Item No. 5 of this Notice for the approval of the Shareholders.
By Order of the Board of Directors
For ACCURACY SHIPPING LIMITED
Sd/Vinay Dinanath Tripathi Managing Director DIN – 02344536
April 17, 2023 Anjar
ANNEXURE A
DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT PURSUANT TO REGULATION 36(3) OF THE SECURITIES AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS2) ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
Item No. 1 Brief profile of Mr. Vinay Tripathi
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Name of the Director Mr. Vinay Tripathi
Director Identification Number (DIN) 02344536
Date of Birth & Age 05/10/1981 & 42 years
Date of appointment Re-appointed with effect from 11 [th] January
2023.
Term of Appointment Five (5) years effective from 11 [th] January
2023.
Brief Profile Mr. Vinay Tripathi is Managing Director
(MD) of Accuracy Shipping Limited and is in
the business of logistics since more than two
decades. He has well versed knowledge and
experience of custom clearance, freight
forwarding and Road Transportation.
Mr. Vinay Tripathi has also been covered by
Divya bhaskar "Estrellas of Kutch- Desert
Doyens" a book based on Top 21
Businessmen of Kutch District.
Disclosure of relationship Mr. Vinay Tripathi is not related to any
between Directors Director except Mrs. Rama Tripathi being his
spouse.
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Item No. 2 Brief profile of Mrs. Rama Tripathi
| Name of the Director | Mrs. Rama Tripathi |
|---|---|
| Director Identification Number (DIN) | 05133579 |
| Date of Birth & Age | 25/05/1985 & 38 years |
| Date of appointment | Re-appointed with effect from 11thJanuary 2023. |
| Term of Appointment | Five (5) years effective from 11thJanuary 2023. |
|---|---|
| Brief Profile | Mrs. Rama Tripathi is Whole-Time Director (WTD) of Accuracy Shipping Limited and is in the business of logistics since last 8 years. she has done Bachelor of Arts and is having well versed knowledge and experience of administration and Human resource. |
| Disclosure of relationship between Directors |
Mrs. Rama Tripathi is not related to any Director except Mr. Vinay Tripathi being her spouse. |
Item No. 3 Brief profile of Mr. Vishal Bisen
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Name of the Director Mr. Vishal Bisen
Director Identification Number (DIN) 05172065
Date of Birth & Age 18/09/1973 & 50 years
Date of appointment 16-02-2023
Term of Appointment Five (5) years effective from 16 [th] February
2023.
Brief Profile Dr Vishal Bisen, a multitalented personality
with proven track record in the field of
Logistics / Shipping / Supply Chain
Management having more than 28 years of
professional experiences with Doctorate (Ph.
D.) degree in Management Science
Directorship/Partnership of Other 1. Landmark CFS Pvt Ltd
Companies/LLP 2. Landmark Logistics Park India Pvt Ltd
3. Samveda Logistics Infraresources Pvt
Ltd
Disclosure of relationship Not Related to any Director or Promoter.
between Directors
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Item No. 4 Brief profile of Mr. Varun Kacholia
| Name of the Director | Mr. Varun Kacholia |
|---|---|
| Director Identification Number (DIN) | 05190391 |
| Date of Birth & Age | 24/04/1980 & 43 years |
| Date of appointment | 16-02-2023 |
| Term of Appointment | Five (5) years effective from 16thFebruary 2023. |
| Brief Profile | Mr. Varun Kacholia is an Investment Banker by profession and has 15 year of experience in DueDiligence andBusinessAdvising |
| Directorship/Partnership of Other Companies/LLP |
SNA Finlife Advisors LLP |
|---|---|
| Disclosure of relationship between Directors |
Not Related to any Director or Promoter. |
Item No. 5 Brief profile of Mr. Raj Kumar Podar
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Name of the Director Mr. Raj Kumar Poddar
Director Identification Number (DIN) 00358329
Date of Birth & Age 13/06/1951 & 72 years
Date of appointment 16-02-2023
Term of Appointment Five (5) years effective from 16 [th] February
2023.
Brief Profile Mr. Raj Kumar Poddar is Chartered
Accountant by profession and having an vast
experience of 42 years in various diversified
Industries.
Directorship/Partnership of Other SCL Industries Pvt Ltd
Companies/LLP
Disclosure of relationship Not Related to any Director or Promoter.
between Directors
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