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AksharChem (India) Ltd. — Proxy Solicitation & Information Statement 2025
May 29, 2025
61615_rns_2025-05-29_01e5ed79-8499-45b7-a85e-d014600c3d3f.pdf
Proxy Solicitation & Information Statement
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Ref: AKSHAR/SE/2025-26/2505/13
May 29, 2025
To To BSE Limited National Stock Exchange of India Ltd. Mumbai Mumbai BSE Security Code: 524598 NSE Trading Symbol: AKSHARCHEM
SUB: SUBMISSION OF POSTAL BALLOT NOTICE
Dear Sir/ Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleasure to furnish herewith, a copy of the Postal Ballot notice dated May 21, 2025 together with the explanatory statement.
In compliance with the requisite circular issued by the Ministry of Corporate Affairs, the Postal Ballot notice is being sent only through electronic mode to the members who have registered their e-mail addresses with the Company/ RTA/ Depository Participants and also available on the websites of the Company at www.aksharchemindia.com and on National Securities Depository Limited (NSDL) at www.evoting.nsdl.com. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. The Company has engaged the services of NSDL for facilitating remote e-voting to enable the shareholders to cast their votes electronically instead of physical mode. Members of the Company holding shares, as on the cut-off date, i.e. May 23, 2025, shall cast their vote through the remote e-voting system.
The remote e-voting period will commence from May 31, 2025 (09:00 am onwards) and shall ends on June 29, 2025 (till 05:00 pm). Thereafter, the remote e-voting module shall be disabled by NSDL for voting thereafter.
We request you to take above information on your records.
Thanking you, Yours faithfully, For, Aksharchem (India) Limited
Mehul Digitally signed by Mehul Chandulal Chandulal Naliyadhara Date: 2025.05.29 Naliyadhara 11:18:42 +05'30' Mehul Naliyadhara Company Secretary & Compliance Officer Encl.: A/a.
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AKSHARCHEM (INDIA) LIMITED
(CIN: L24110GJ1989PLC012441)
Regd. Office: ‘Akshar House’, Chhatral-Kadi Road, Indrad-382715, Mahesana, Gujarat, India Phone: +91 2764 233007-10 E Mail: [email protected] Website: www.aksharchemindia.com
- POSTAL BALLOT NOTICE (No.01/PB/2025 26)
Dear Members,
Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘Companies Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), read along with the General Circular dated April 8, 2020, April 13, 2020, May 5, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024 issued by Ministry of Corporate Affairs (‘MCA Circulars’) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on general Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India, as amended (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable law, rules and regulations, if any, that the consent of the shareholders (‘Members’) of Aksharchem (India) Limited (‘Company’) is sought for the resolution appended herein below which are proposed to be passed through postal ballot only by way remote electronic voting (‘e-voting’ or ‘remote e-voting’) (‘Notice’).
The proposed Resolution together with the explanatory statement pursuant to Section 102, 110 and other applicable provisions, if any of the Companies Act, setting out the material facts and the reasons thereof is annexed hereto for your consideration and forms part of this Postal Ballot Notice (‘Notice’). In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/RTA/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with Rules made thereunder, the MCA Circulars and SS-2, the Company is pleased to provide e-voting facility to all its Members to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing e-voting facility to all its Members. The e-voting facility is available from Saturday, May 31, 2025 (09:00 a.m. IST) till Sunday, June 29, 2025 (5:00 p.m. IST). For this purpose, please read carefully the ‘Procedure/instructions for e-voting’ enumerated in the notes to this Notice. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.
The Board of Directors of the Company at its Meeting held on Wednesday, May 21, 2025 accorded their approval for conducting the postal ballot exercise and appointed Mr. Bipin L. Makwana (Membership No. A15650), Practicing Company Secretary, Ahmedabad, as the Scrutinizer (‘Scrutinizer’) for conducting the Postal Ballot process through remote e-voting in a fair and transparent manner.
The Scrutinizer, after completion of scrutiny of remote e-voting, will submit his report to the Chairperson or a person authorized by him in writing upon completion of scrutiny of postal ballots in a fair and transparent manner and the result of postal ballot through remote e-voting will be announced within the statutory timelines. The result of the postal ballot along with the Scrutinizers report will be posted on the website of the Company at www.aksharchemindia.com and also to stock exchanges website where the Equity Shares of the Company are listed on BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com.
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In accordance with SS-2, if approved with requisite majority, the Resolution shall be deemed to have been passed on the last date for the voting period i.e., Sunday, June 29, 2025.
The Resolutions proposed to be passed through Postal Ballot together with the Explanatory Statement setting out the material facts are as follows:
Item No. 1: Adoption of new set of the Memorandum of Association:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of 4 and 13 and other applicable provisions, if any, of the Companies Act, 2013 read with rules and schedule made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to necessary registrations, approvals, consents, permissions and sanctions, if any from the Competent Authority(ies) and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such Competent Authority(ies), the Consent of the Members of the Company, be and is hereby accorded to adopt the new set of Memorandum of Association (MOA) of the Company via following changes:
(A). the following words of Table-A of Schedule I inserted above the words ‘MEMORANDUM OF ASSOCIATION’:
THE COMPANIES ACT, 2013 COMPANY LIMITED BY SHARES (Incorporated under the Companies Act, 1956) Table-A
(B). Existing clauses of I, II, III, IV and V of the MOA stands renumbered as 1st, 2nd, 3rd, 4th and 5th respectively.
(C). Existing Part (A) of Clause III of the MOA stands renumbered as ‘(a)’ in Clause 3rd and the words ‘MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION IS:’ stands replaced/ substituted with ‘THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:-’.
(D). Existing Part (B) of Clause III of the MOA stands renumbered as ‘(b)’ in Clause 3rd and the words ‘OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECT:’ stands replaced/ substituted with ‘MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE 3RD (a) ARE:-’.
(E). in existing Sub-Clause 3 under Part (B) the words ‘Subject to provisions of Section 58-A of the Companies Act, 1956’ shall be substituted/ replaced with the words ‘Subject to provisions of the Companies Act’ in Part (b) of Clause 3rd.
(F). in existing Sub-Clause 54 under Part (B) the words ‘Subject to the provisions of the Companies Act, 1956’ shall be substituted/ replaced with the words ‘Subject to provisions of the Companies Act’ in Part (b) of Clause 3rd.
(G). in existing Sub-Clause 56 under Part (B) the words ‘Subject to the provisions of the Companies Act, 1956’ shall be substituted/ replaced with the words ‘Subject to provisions of the Companies Act’ in Part (b) of Clause 3rd.
(H). the wording/ line of ‘(C) OTHER OBJECTS:’ stands deleted and therein the existing Sub-Clauses 1 to 44 under Part (C) of Clause III stands inserted after Sub-Clause 58 renumbered as Sub-Clauses 59 to 102 under Part (b) of Clause 3rd.
(I). the following Sub-Clause 103 after above Sub-Clause 102 under Part (b) of Clause 3rd stands inserted:
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‘103. To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply of power generation through installation and operation of systems under solar, thermal, bio thermal, wind, hydro-electric, nuclear and gas including solar photovoltaic, solar thermal, solar chimney and solar based devices, wind energy devices, hydro-electric devices, nuclear and gas based devices either for captive consumption or sale to industries, households, and commercial establishments and marketing of energy to authorized power transmission and distribution companies including the State Electricity Boards and Power Grids anywhere in India and abroad, in accordance with the provisions of Indian Electricity Act and/or Electricity (Supply) Act or any statutory modifications or re-enactment thereof and rules made thereunder using local, indigenous, imported technology, transmission, distribution, trading, import, export including manufacture, trading, installation and operation of all the renewable power generating systems and power related equipment’s as may be developed or invented.’
(J). Existing Clause IV stands renumbered and replaced as, ‘4th. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.’
RESOLVED FURTHER THAT the approval of the members of the Company be and is hereby accorded for commencing and carrying out such activities as inserted above at such time or times as the Board may in it absolute discretion deems fit.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, including delegating all or any of its powers conferred under this resolution to any officers and/ or employees of the Company, and to take all steps as they may in their absolute discretion deem necessary, proper or expedient in respect of matters and things incidental or related thereto and to settle any question or doubt, to give effect to the aforesaid resolution.”
Place: Ahmedabad Date: 21.05.2025
By order of the Board of Directors For, Aksharchem (India) Limited
Registered Office: ‘Akshar House’, Mrs. Paru M. Jaykrishna Chhatral-Kadi Road, Indrad-382715, Chairperson & Mg. Director Mahesana, Gujarat, India DIN: 00671721
NOTES:
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The Explanatory Statements pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘the Act’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’).
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In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from Link Intime India Private Limited, the Company’s Registrar and Transfer Agent (‘RTA’) / Depositories as on Friday, May 23, 2025 (‘Cut-Off date’) and whose email addresses are registered with the Company/ RTA/Depository Participants (in case of electronic shareholding). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date. Members whose name appearing on the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible for e-voting. A person who is not member on Cut-off Date should treat this Notice for information purpose only.
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In accordance with the MCA Circulars, the Notice is being sent in electronic form through email only. The hard copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for this postal ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. The Notice has also been placed on website of the Company at www.aksharchemindia.com and e-voting website at www.evoting.nsdl.com and will also available on the website of stock exchanges at www.bseindia.com and www.nseindia.com.
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The Company will issue necessary advertisements in the newspaper having wide circulation and the newspaper circulating in the District where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.
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The Board of directors at their meeting held on Wednesday, May 21, 2025 has appointed Mr. Bipin L. Makwana (Membership No. A15650), Practicing Company Secretary, Ahmedabad as the Scrutinizer for conducting the postal ballot process by e-voting in a fair and transparent manner.
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In compliance with provisions of Sections 108 and Section 110 of the Companies Act read with Rule 20 and Rule 22 of the Rules and SS-2, the Company is providing e-voting facility to enable members to cast their votes electronically on the matters included in this Notice. The Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating e-voting to enable the shareholders to cast their votes electronically instead of physical mode. In terms of the MCA Circulars, voting can be done only by remote e-voting. The members are strongly advised to use the remote e-voting procedure by themselves and not through any other person / proxies.
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E-voting will commence from Saturday, May 31, 2025 (09:00 am onwards) and ends on Sunday, June 29, 2025 (till 05:00 pm) and e-voting shall not be allowed beyond the said date and time and the e-voting module shall be disabled thereafter.
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The Scrutinizer, after completion of scrutiny of remote e-voting, will submit his report to the Chairperson or a person authorized by him in writing upon completion of scrutiny of postal ballots in a fair and transparent manner and the result of postal ballot through remote e-voting will be announced within the statutory timelines. The result of the postal ballot along with the Scrutinizers report will be posted on the website of the Company at www.aksharchemindia.com and also to stock exchanges website where the Equity Shares of the Company are listed on BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com.
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All the documents referred to in the Explanatory Statement are available for inspection electronically between 10:00 a.m. to 06:00 p.m. on all working days from the commencement date of E-voting until the last day of E-voting period and any shareholder who wants to avail the same be provided with a soft copy.
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The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.
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In compliance with provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Postal Ballot Notice.
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Remote E-Voting Instructions for Shareholders:
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 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
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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:
Login Method for Individual Shareholders holding securities in Demat Mode:
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Type of shareholder Login Method Individual 1. For OTP based login you can click Shareholders holding on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will securities in demat have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code mode with NSDL and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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.
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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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL 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://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.
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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 1. Users who have opted for CDSL Easi / Easiest facility, can login through their Shareholders holding existing user id and password. Option will be made available to reach e-Voting securities in demat page without any further authentication. The users to login Easi / Easiest are mode with CDSL 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.
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- 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. 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.
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- If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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- Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
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Individual You can also login using the login credentials of your demat account through Shareholders (holding your Depository Participant registered with NSDL/CDSL for e-Voting facility. securities in demat upon logging in, you will be able to see e-Voting option. Click on e-Voting mode) login through option, you will be redirected to NSDL/CDSL Depository site after successful their depository authentication, wherein you can see e-Voting feature. Click on company name participants 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.
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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:
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.
| Login Type | Helpdesk details |
|---|---|
| Individual Shareholders | Members facing any technical issue in login can contact NSDL helpdesk by |
| holding securities in | sending a request at [email protected] or call at 022 - 4886 7000 |
| demat | |
| mode withNSDL | |
| Individual Shareholders | Members facing any technical issue in login can contact CDSL helpdesk by |
| holding securities in | sending a request at [email protected] or contact at toll free no. |
| demat | 1800-21-09911 |
| mode withCDSL |
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B) Login Method 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?
1. 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.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
3. 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. 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.
4. Your User ID details are given below :
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(i). For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**).
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(ii). For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12** then your user ID is 12**).
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(iii). For Members holding shares in Physical Form: EVEN Number followed by Folio 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:
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a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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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.
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c. How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, 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’.
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(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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6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
- (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.
- (b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- (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.
- (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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Step 2: Cast your vote electronically on NSDL e-Voting system
How to cast your vote electronically on NSDL e-Voting system?
1. 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 is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. 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.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. 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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A. 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 "eVoting" tab in their login.
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B. 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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C. In case of any queries related to NSDL e-voting, 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 022-4886 7000 or send a request to NSDL 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 (selfattested 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 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.
4. 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.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 and 110 OF THE COMPANIES ACT, 2013
Item No. 1
Your Company is engaged in the business of manufacturing of Dyes, Pigments and Precipitated Silica and the manufacturing facilities of Dyes and Pigments located at Village: Indrad, Dist. Mahesana and Precipitated Silica located at Dahej II GIDC Estate, Dist. Bharuch. The Company continuously looking and reviews of all processes and operations and consequent improvement on the same. The energy which taken by the Company from the respective State Governments’ Electricity Board at the prevailing market tariffs. To conserve energy and save on energy costs and minimise the carbon emissions, minimising environmental impact and as part of its long-term strategy, the Company actively looked for clean energies through renewable energies particularly, the Solar energy which is actively taken up by the Industries and households in India with the patronage of the Central and State Governments in the large interests of the Society and Environment. The proposed alteration will enable the Company to enter the generation, supply and distribution of electricity, with a strong focus on non-conventional energy sources such as solar power.
Hence, the Company requires inclusion of clause for generation of power / supply the same either for captive consumption or otherwise in the Memorandum of Association of the Company, the Board of your Company decided to amend the Clauses of the Memorandum of Association of the Company for inclusion of other Objects for generation of power and supply the same. Along with the proposed changes, in Memorandum of Association, the Company also intends to align the Memorandum of Association in accordance with Companies Act, 2013.
Section 13 of the Companies Act, 2013 states that a Company, may by a Special resolution, alter the provisions of its Memorandum of Association (‘MOA’). The Board of directors, at their meeting has approved the alteration of to the clause of the Company along with proposed changes in MOA intends to align the MOA in accordance with Companies Act, 2013, subject to the approval of Members of the Company.
The existing MOA of the Company is available for inspection by the Members up to the last date of voting. The Special resolution passed by Members shall file with the Registrar of Companies who shall register the alteration to the MOA of the Company with respect to the objects of the Company and certify the registration.
None of the Directors/ Key Managerial Personnel(s) of the Company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed Special resolution except to extent of their shareholding, if any in the Company. The Board recommends the special resolution for approval of the Members.
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