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Akshar Spintex Limited — Proxy Solicitation & Information Statement 2024
Jan 8, 2024
60808_rns_2024-01-08_90412dd0-5f49-4354-ba83-b9a9938a1907.pdf
Proxy Solicitation & Information Statement
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Dear Sir,
8[th] January, 2024
| To, The Manager (Listing Department) BSE Limited, 1st Floor, New Trading Ring, P.J. Tower, Dalal Street, Fort Mumbai – 400 001. (BSE Scrip Code: 541303) |
To, The Manager (Listing Department) National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra (NSE Scrip Code: AKSHAR) |
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Subject: Notice of Extra-Ordinary General Meeting (EGM) through Video Conference (VC) or Other Audio Visual Means (OAVM)
Dear Sir/ Madam,
This is reference to Outcome of Board Meeting dated Friday 5[th] January, 2024 we herewith enclosed with the Notice of the Extra-Ordinary General Meeting (EGM) through Video Conference (VC) or Other Audio Visual Means (OAVM) of Akshar Spintex Limited, scheduled to be held on 31st January, 2024 at 01.00 P.M. at the Registered office situated at Revenue Survey No.102/2 Paiki, Plot No. – 2, Village: Haripar, Ranuja Road, Tal: Kalavad, Jamnagar – 361 013, to transact the Business as set out therein.
The Notice of EGM is also available at the website of the Company www.aksharspintex.in
Kindly acknowledge and update it in your records.
Thanking You,
Yours Faithfully,
For AKSHAR SPINTEX LIMITED
Gadhiya Amit Vallabhbhai Digitally signed by Gadhiya Amit Vallabhbhai DN: c=IN, o=Personal, title=2737, pseudonym=94caed4955ba49c2850269b6067ce20a, 2.5.4.20=b9f2baf40fe393d04773298b23d357a097f07d8ebf90b8648d928d130a98e6c5, postalCode=360001, st=Gujarat, serialNumber=d054b759e418741c3cd142cbe1ca39f739753b04f9a3a1e7a1bef2d3ce5add9d, cn=Gadhiya Amit Vallabhbhai Date: 2024.01.08 17:43:49 +05'30'
Amit V. Gadhiya Managing Director DIN: 06604671
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Akshar Spintex Limited will be held on Wednesday, 31[st] January, 2024, at 01.00 P.M at the registered office situated at Revenue Survey No.102/2 Paiki, Plot No. – 2, Village: Haripar, Ranuja Road, Tal: Kalavad, Jamnagar – 361 013, to transact the following business(s):-
1. INCREASE AUTHORISED SHARE CAPITAL AND ALTERATION OF CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:
To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution :
"RESOLVED THAT pursuant to the provisions of Section 13, 61 read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 25,00,00,000/(Twenty-Five Crore) equity shares of Rs. 1/- (Rupees One Only) each fully paid up to Rs. 82,00,00,000/- (Rupees Eighty-Two Crore Only) divided into 82,00,00,000/- (EightyTwo Crore) equity shares of Rs. 1/- (Rupees One Only) each fully paid up each ranking paripassu in all respect with the existing Equity Shares of the Company.
“RESOLVED FURTHER THAT, the Memorandum of Association of the Company be and is hereby altered by substituting the existing thereof by the following new Clause V as under:
- V. The authorized Share Capital of the Company is Rs. 82,00,00,000/- (Rupees Eighty-Two Crore Only) divided into 82,00,00,000/- (Eighty-Two Crores) equity shares of Rs. 1/- (Rupees One Only) each fully paid up.
"RESOLVED FURTHER THAT, Board of Directors f the Company be and are hereby severally authorized to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution."
2. ISSUE OF BONUS SHARES:
To consider and if thought fit, to pass with or without modification (s) the following Resolution as Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with rules made there under, and in accordance with Chapter XI of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Articles of Association of the Company and other applicable regulations and guidelines issued by SEBI from time to time, and on the recommendation of the Board of Directors of the Company, and subject to such approvals, permissions and sanctions as may be necessary from appropriate authorities in this regard, approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board and which expression shall be deemed to include Committee(s) of the Board) for capitalization of such sums standing to the credit of the General Reserves including Securities Premium Account of the Company for the purpose of issue of bonus equity shares not more than 4,99,98,000 (Four Crore Ninety Nine Lacs Ninety Eight Thousand) of Rs. 1/(Rupees one Only) each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company whose names appear in the Register of Members maintained by the Company/Registrar & Share Transfer Agent/ Register of Beneficial Owners as maintained by the Depositories as on the ‘Record Date’ as may be fixed in this regard by the Board of Directors, in proportion of (1:5) i.e. 01 (One) new fully paid up equity share of Rs. 1/- (Rupees One Only) each for every existing 5 (five) equity share of Rs. 1/- (Rupee One Only) each held by the Shareholders and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up equity share capital of the Company held by such Shareholders and not as the income of the Shareholder
“RESOLVED FURTHER THAT, in case of fractional shares, if any arising out of the issue and allotment of the subdivided Shares, the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements, if any, shall be consolidated and shall be allotted by the Board or any Committee thereof in either dematerialized form to one of the Directors of the Company, whether executive or otherwise, by whatever name called, as had been nominated or to be nominated by the Board or any Committee thereof for this purpose, who shall hold the same as trustee(s) for the members entitled thereto, and distribute the same to Members in proportion to their fractional entitlements post issue of bonus share thereon or otherwise.”
RESOLVED FURTHER THAT, the Bonus Shares so allotted shall rank pari-passu in all respects with the fully paid-up equity shares of the Company as existing on the 'record date' (as determined by the Board) and shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus equity shares and in case of Shareholders who hold equity shares in dematerialized form, the bonus equity shares be credited to the respective beneficiary accounts of the Shareholders with their respective Depository Participants and in case of Shareholders who hold Equity Shares in physical form, the Share Certificate(s) in respect of such Bonus Equity Shares shall be dispatched, within such time as prescribed by law and relevant authorities.
RESOLVED FURTHER THAT, the Board be and is hereby authorized to take all other steps as may be necessary to give effect to the aforesaid resolution and determine all other terms and conditions of the issue of bonus shares as the Board may in its absolute discretion deem fit.
By order of the Board of Directors, AKSHAR SPINTEX LIMITED
Gadhiya Amit Digitally signed by Gadhiya Amit Vallabhbhai DN: c=IN, o=Personal, title=2737, pseudonym=94caed4955ba49c2850269b6067ce20a, 2.5.4.20=b9f2baf40fe393d04773298b23d357a097f07d8ebf90b8648d92 Sd/- Vallabhbhai 8d130a98e6c5, postalCode=360001, st=Gujarat, serialNumber=d054b759e418741c3cd142cbe1ca39f739753b04f9a3a1e7a1bef2d3ce5add9d, cn=Gadhiya Amit Vallabhbhai Date: 2024.01.08 16:12:53 +05'30' AMIT VALLABHABHAI GADHIYA Managing Director Din: 06604671
Place: Haripar (Jamnagar) Date: 06.01.2024
NOTES FOR SHAREHOLDERS FOR EGM
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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 EGM/AGM has been uploaded on the website of the Company at www.aksharspintex.in The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
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EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021
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The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the Company or its RTA quoting their Folio number or their Client ID number with DPID number, as the case may be
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Since the EGM/AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto
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Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Wednesday, January 24, 2024, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only
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A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the EGM and prior to the Wednesday, January 24, 2024, shall be
entitled to exercise his/her vote either electronically i.e. remote e-voting or e- voting system on the date of the EGM by following the procedure mentioned in this part
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM
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The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Wednesday, January 24, 2024.
11 Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the Company or its RTA quoting their Folio number or their Client ID number with DPID number, as the case may be.
12 Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Register of Members and Share Transfer Books shall remain closed from Thursday, January 25, 2024 to Wednesday, January 31, 2024 (both days inclusive.)
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The Company has appointed CS Piyush Jethva, Practicing Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner. The Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given hereinafter.
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The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the EGM, a provide Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.
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The results declared along with the scrutinizer’s report shall be placed on the website of the Company www.aksharspintex.in and on the website of NSDL, https://www.evoting.nsdl.com immediately after the results are declared by the Chairman or a person authorized by him in writing. The same shall be communicated by the Company to the stock exchanges i.e. BSE Limited and NSE Limited
16 All the work related to share registry in terms of both physical and electronic are being conducted by Company’s Registrar and Share Transfer Agent, Bigshare Services Private Limited (RTA), A-802, Samudra Complex, Near Klassic Gold Hotel, Off C.G Road, Navrangpura, Ahmedabad – 380009 (Gujarat). The Shareholders are requested to send their communication to the aforesaid address.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be provided by NSDL.
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I) The remote e-voting period begins on Saturday 27[th] January 2024 at 09: 00 A.M. and ends on 30[th] January 5.00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 24[th] Janauary-2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 24[th] Janauary-2024.
ii) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting
iv) The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
v) The Members who have cast their vote by remote e-voting prior to the EGM may also attend / participate in the EGM but shall not be entitled to cast their vote again.
vi) The details of process and manner for remote e-voting and e-voting during the EGM are as under
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
- In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of shareholders Login Method
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| 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. Login method for Individual shareholders holding securities in demat mode is given below: |
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. Login method for Individual shareholders holding securities in demat mode is given below: |
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. Login method for Individual shareholders holding securities in demat mode is given below: |
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| Type of shareholders Login Method |
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| Individual Shareholders holding securities in demat mode with NSDL. |
1. 2. 3. |
ExistingIDeASuser 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are 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 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
- Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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| Individual Shareholders holding securities in demat mode with CDSL |
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 users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 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, 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 at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively,the user can directlyaccess e-Voting page |
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| by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers. |
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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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe 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. NSDL and CDSL
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000 |
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| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- 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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password
to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will force
you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company,
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your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.
- How to cast your vote electronically and join General Meeting on NSDL e Voting
system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Name of NSDL Official) at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide 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 ([email protected]).
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -
method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER: -
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The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:
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Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at ([email protected]). The same will be replied by the company suitably.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Pursuant to Section 102 of the Companies Act, 2013 (“the Act”), the following Explanatory Statement sets out all material facts relating to the Special business mentioned in the Notice:
1. TO CONSIDER AND APPROVE INCREASE AUTHORISED SHARE CAPITAL AND ALTERATION OF CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.
The present Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees TwentyFive Crore only). In view of the proposal for issue of Bonus Shares and future business prospects, it is therefore considered necessary to increase the Authorized Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 25,00,00,000/- (Twenty-five Crore) equity shares of Rs. 1/- (Rupees One Only) each fully paid up to Rs. 82,00,00,000/- (Rupees Eighty-Two Crore) divided into 82,00,00,000/(Eighty-Two Crores) equity shares of Rs. 1/- (Rupees One Only) each fully paid up each ranking pari-passu in all respect with the existing Equity Shares of the Company.
The Board of Directors in its meeting held on 22[nd] December, 2023 has approved the proposal to increase the Authorized Share Capital of the Company and consequent amendments to the Memorandum of the Company. Increase in Authorized Share Capital would necessitate amendment to Clause V of the Memorandum of Association of Company and would require members' approval by passing ordinary Resolutions. The Authorised Share Capital after increase will be as under:
- V. The authorized Share Capital of the Company is Rs. 82,00,00,000/- (Rupees Eighty-Two Crore Only) divided into 82,00,00,000/- (Eighty-Two Crores) equity shares of Rs. 1/- (Rupees One Only) each fully paid up.
The Board of Directors of your Company consider that the proposed resolutions are in the interest of the Company and pursuant to Regulation 17(11) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board recommends them for your approval as Ordinary Resolution.
No person, as specified under Section 102(1) (a) of the Companies Act, 2013, is in any way concerned or interested, except their shareholding, in these Resolutions proposed to be passed. Members are requested to pass the Resolution at Item No.1 as an Ordinary Resolution.
2. ISSUE OF BONUS SHARES
The Company has reserves and surplus of Rs. 15,64,25,000/- as on March 31, 2023. The Board of Directors of the Company at their Meeting held on 22[nd] December, 2023 considered it desirable to recommend issue of Bonus Shares in the ratio of 1:5 i.e. 1 (One) New equity share for every 5 (Five) existing equity share of Rs. 1/- each held by the Members by capitalization of Reserves and Surplus of the Company subject to approval of the Shareholders and such other authorities as may be necessary.
Accordingly, the resolution seeks approval of the shareholders for capitalizing Rs. 4,99,98,000/- (Rupees Four Crore Ninety Nine Lacs Ninety Eight Thousand Only) out of the amount standing to the credit of the Reserves and surplus account and issue of bonus shares out of the same on the terms and conditions set out in the resolution. The paid up capital of the Company after bonus issue will be Rs. 29,99,88,000 (Rupees Twenty Nine Crores Ninety Nine Lacs Eighty Eight Thousand Only).
The Bonus shares on allotment shall rank pari-passu with existing Equity Shares of the Company and the bonus shares are entitled for dividend declared after the allotment shares.
The proposed Bonus Issue is not in lieu of Dividend.
No allotment letter will be issued. For shares held in Demat mode, the credit of the Bonus shares will be given directly to their Demat Account.
None of the Directors/Key Managerial Personnel or their relatives is concerned or interested in the Resolution except to the extent their eligibility of bonus shares on bases of their shareholding in the Company.
Members are requested to pass the Resolution at Item No.2 as an Ordinary Resolution.
By order of the Board of Directors, AKSHAR SPINTEX LIMITED
Sd/- Gadhiya Amit Vallabhbhai Digitally signed by Gadhiya Amit Vallabhbhai DN: c=IN, o=Personal, title=2737, pseudonym=94caed4955ba49c2850269b6067ce20a, 2.5.4.20=b9f2baf40fe393d04773298b23d357a097f07d8ebf90b8648d928d130a98e6c5, postalCode=360001, st=Gujarat, serialNumber=d054b759e418741c3cd142cbe1ca39f739753b04f9a3a1e7a1bef2d3ce5add9d, cn=Gadhiya Amit Vallabhbhai Date: 2024.01.08 16:11:50 +05'30' AMIT VALLABHBHAI GADHIYA MANAGING DIRECTOR DIN: 06604671
Place: Haripar (Jamnagar) Date: 06/01/2024