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Alankit Limited — AGM Information 2023
Sep 1, 2023
62549_rns_2023-09-01_4e8da932-4c57-4a0d-8c6d-f28ba8e46ef7.pdf
AGM Information
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Date: 01/09/2023#Date#
The General Manager The National Stock Exchange of India Ltd. Department of Corporate Services Exchange Plaza, 5[th] Floor, Bombay Stock Exchange Limited C-1, Block G, Bandra – Kurla Complex, P.J Towers, Dalal Street Bandra (E), Mumbai – 400001 Mumbai – 400051 Phones: 022 - 2272 3121, 2037, 2041 Phones: 022 - 2659 8237, 8238, 8347, 8348 Fax: 91-22-22721919 Fax No: (022) 26598120 [email protected] [email protected] Security Code No. : 531082 Security Code No. : ALANKIT Dear Sir(s),
SUBMISSION OF NOTICE OF 34[TH] ANNUAL GENERAL MEETING AND INTIMATION OF REMOTE E- VOTING FACILITY
It is hereby informed that the 34th Annual General Meeting of the members of the Company is scheduled to be held on Tuesday, 26[th] September, 2023 at 11:00A.M through Video Conferencing ('VC')/ Other Audio Visual Means ('OAVM').
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Company is pleased to provide the remote e-voting facility to its shareholders to exercise their vote by electronic means and the business may be transacted through e-voting services and VC/OAVM facility provided by National Securities Depository Limited (NSDL).
The remote e-voting period commences on Saturday, the 23[rd] September, 2023 at 09:00 A.M. and will end on Monday, the 25th September, 2023 at 5.00 P.M . During this period, members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Wednesday, 20th September, 2023 may cast their vote by remote e-voting on the business specified in the Notice of the AGM. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the members, the member shall not be allowed to change it subsequently.
Pursuant to Regulation 30 of SEB1 (Listing Obligations and Disclosure Requirements) Regulation 2015, please find attached herewith the Notice of 34th Annual General Meeting.
Thanking you. For, ALANKIT LIMITED
Digitally signed MANISHA by MANISHA SHARMA SHARMA Date: 2023.09.01 10:26:30 +05'30' MANISHA SHARMA COMPANY SECRETARY & COMPLIANCE OFFICER M.NO. A58430
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ALANKIT LIMITED
Registered Office: 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 E-mail ID: [email protected]; Tel No.: 011-42541234 CIN: L74900DL1989PLC036860
NOTICE IS HEREBY GIVEN THAT THE 34[TH] ANNUAL GENERAL MEETING OF THE MEMBERS OF ALANKIT LIMITED WILL BE HELD ON TUESDAY, 26[TH] DAY OF SEPTEMBER, 2023 AT 11:00 A.M. THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS (“VC/OAVM”) TO TRANSACT FOLLOWING BUSINESS:
ORDINARY BUSINESS:
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To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2023, together with the Reports of the Directors and Auditors thereon.
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To consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2023, together with the Reports of the Auditors thereon.
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To appoint a Director in place of Mrs. Meera Lal (DIN: 08689247), who retires by rotation and being eligible, offers herself for re-appointment.
4. To appoint M/s. Kanodia Sanyal & Associates, Chartered Accountants, as the Statutory Auditors of the Company to fill the Casual Vacancy.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provision of Section 139, 177 and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder, Regulation 18 read with Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Kanodia Sanyal & Associates, Chartered Accountants (FRN: 08396N), be and are hereby appointed as the Statutory Auditors of the Company to fill in the casual vacancy caused due to the resignation of M/s. Nemani Garg Agarwal & Co., and to hold the office till the conclusion of 34[th] Annual General Meeting at the remuneration to be decided by the Board of Directors or the Audit Committee of the Board in consultation with them.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”
5. To re-appoint M/S. Kanodia Sanyal & Associates, Chartered Accountants, Statutory Auditors of the Company and to fix their remuneration.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], M/s. Kanodia Sanyal & Associates, Chartered Accountants, (FRN: 08396N) be and are hereby re-appointed as the Statutory Auditors of the Company, for a term of 5 consecutive years to hold office from the conclusion of 34[th] (Thirty-Fourth) Annual General Meeting (AGM) till the conclusion of 39[th] (Thirty-
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Ninth) AGM of the Company on such remuneration as may be mutually agreed between the Board of Directors or the Audit Committee of the Board of the Company and the Auditors.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”
SPECIAL BUSINESS:
6. To approve the Related Party Transactions of the Company.
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and pursuant to provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members of the Company be and is hereby accorded for entering into the following proposed Related Party Transactions with respect to rendering of goods/services or vice versa by Alankit Limited with effect from 01.10.2023, up to maximum total value of all company’s transactions as appended in table below:
| Sl. No. |
Name of the Related Party | Relationship | Maximum total Value of all company’s transactions with effect from 01.10.2023 till 30.09.2024 |
|---|---|---|---|
| 1. | Alankit Assignments Limited | Group Company | Rs. 500 Crores |
| 2. | AlankitFinsecLimited | Group Company | |
| 3. | Pratishtha Images Private Limited | Group Company | |
| 4. | SwiftImpex PrivateLimited | Group Company | |
| 5. | Alankit Imaginations Limited | Wholly Owned Subsidiary Company |
|
| 6. | AlankitBrandsPrivateLimited | Group Company | |
| 7. | Alankit Associates Private Limited | Group Company | |
| 8. | AlankitIFSCLimited | Group Company | |
| 9. | Alankit Insurance Brokers Limited | Wholly Owned Subsidiary Company |
|
| 10. | AlankitInsuranceTPA Limited | Group Company | |
| 11. | Alankit Global Resources DMCC | Group Company | |
| 12. | AlankitManagement Consultancy | SoleProprietorship | |
| 13. | Alankit Forex India Limited | Wholly Owned Subsidiary Company |
|
| 14. | Alankit Technologies Limited | Wholly Owned Subsidiary Company |
|
| 15. | Verasys Technologies Private Limited |
Subsidiary Company | |
| 16. | Kuber Recycle Projects Private Limited |
Group Company | |
| 17. | Alankit Wealth Management Private Limited |
Group Company | |
| 18. | Garnet Veneer and Decors Limited | Company having significantinfluence |
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| 19. | Pack Plast India Pvt Ltd | Director having SignificantInterest |
|
|---|---|---|---|
RESOLVED FURTHER THAT the Board of Directors and/or Management Committee of the Board of Directors be and is hereby authorized to approve any transaction to be entered into with the aforesaid related entities either singly/taken together within the prescribed limit, i.e., upto Rs. 500 Crores (Rupees Five Hundred Crores).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”
BY ORDER OF THE BOARD OF DIRECTORS FOR ALANKIT LIMITED
Sd/DATE: 11[TH] AUGUST, 2023 MANISHA SHARMA PLACE: NEW DELHI COMPANY SECRETARY & COMPLIANCE OFFICER M. NO. A58430
NOTES:
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In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 19/2021, 21/2021, 2/2022 and 10/2022 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022 and December 28, 2022, respectively, issued by the Ministry of Corporate Affairs and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
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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 34[th] Annual General Meeting. However, the Body Corporates are entitled to appoint authorised representatives to attend the 34[th] AGM through VC/OAVM and participate there at and cast their votes through e-voting.
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The Members can join the 34[th] 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 34[th] 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 34[th] 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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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 34[th] 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 34[th] AGM will be provided by NSDL.
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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.alankit.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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34[th] 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, Circular No. 20/2021 dated December 08, 2021, Circular No. 21/2021 dated December 14, 2021 and Circular No. 02/2022 dated May 05, 2022 issued by Ministry of Corporate Affairs (“MCA”).
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on 23[rd] September, 2023 at 09:00 A.M. and ends on 25[th] September, 2023 at 05:00 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. 20[th] September, 2023, 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 20[th] September, 2023.
- 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
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A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
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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 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 |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. 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. NSDL and 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. 2. 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 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand 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. 4. 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.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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. |
|---|---|
| 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 & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
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| Logintype | 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 [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000 |
| 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?
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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.
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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 :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) 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**. |
| b) 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** |
| c) 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 |
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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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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.
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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 Company 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 toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to [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 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.
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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE 34[TH] AGM ARE AS UNDER:-
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The procedure for e-Voting on the day of the 34[th] 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 34[th] 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 34[th] AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the 34[th] AGM. However, they will not be eligible to vote at the 34[th] 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 34[th] AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE 34[TH ] AGM THROUGH VC/OAVM ARE AS UNDER:
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Member will be provided with a facility to attend the 34[th] 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 Wi-Fi 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.
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Members, who would like to ask questions during the 34[th] AGM with regard to the financial statements or any other matter to be placed at the 34[th] AGM, need to register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company’s email address [email protected] at least 48 hours in advance before the start of the 34[th] AGM i.e. by 24.09.2023 by 11:00 A.M. Those Members who have registered themselves as a speaker shall be allowed to ask questions during the 34[th] AGM, depending upon the availability of time.
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Pursuant to the MCA Circulars and SEBI Circular, the Notice of the 34[th] AGM and the Annual Report for the year 2022-23 including therein the Audited Financial Statements for year 202223, are being sent only by email to the Members. Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant/s,
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and who wish to receive the Notice of the 34[th] AGM and the Annual Report for the year 2022-23 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-
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a. For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self-attested copy of the PAN and any document (such as Driving Licence, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company’s email address [email protected].
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b. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.
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I. The voting rights of Members shall be in proportion to their shares in the Paid-up Equity Share Capital of the Company, as on the cut-off date being 20[th] September, 2023.
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II. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holds shares as on the cut-off date, i.e., 20[th] September, 2023, may obtain the login ID and password by sending a request at [email protected] or [email protected].
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III. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. A person who is not a Member as on the cutoff date should treat this Notice for information purpose only.
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IV. Mr. N. C. Khanna (Membership No.: F4268) of M/s. N. C. Khanna, Company Secretaries, has been appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM, in a fair and transparent manner.
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V. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting by use of e-voting for all those Members who are present during the AGM but have not cast their votes by availing the remote e-voting facility.
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VI. The Scrutinizer shall after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting at the AGM, in the presence of at least two witnesses not in the employment of the Company, and shall make, not later than two working days or three days, whichever is earlier, of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the Result of the voting forthwith.
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VII. The Results declared, along with the Report of the Scrutinizer, shall be placed on the website of the Company, www.alankit.com, Notice Board(s) of the Company at its Registered Office as well as Corporate Office and on the website of NSDL immediately after the declaration of Result by the Chairman or a person authorised by him in writing. The Results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited.
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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“ACT”)
ITEM NO. 6
Section 188 of the Companies Act, 2013 read with rules 15 and 16 of Companies Act (Meetings of Board and its Powers) Rules, 2014 prescribe certain procedure for approval of related party transactions. The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in its ordinary course of business and at arm’s length basis.
All the proposed transactions put up for approval are in ordinary course of business and at arm’s length. Pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following contracts/ agreements/ transactions are materials in nature and require the approval of the unrelated members of the Company by an Ordinary Resolution:
| S. No. |
Name of the Related Party | Relationship | Maximum total Value of all company’s transactions with effect from 01.10.2023 till 30.09.2024 (Rs. in Crores) |
Nature and Material Terms/ Particulars of the contract or arrangement |
|---|---|---|---|---|
| 1. | Alankit Assignments Limited | Group Company | Rs. 500 Crores | To enter into agreement related to royalty, rent, lease, sale or purchase of property and securities, goods, providing services, sharing of common expenditure and inter corporate borrowings and investments and vice-versa. |
| 2. | Alankit Finsec Limited | Group Company | ||
| 3. | Pratishtha Images Private Limited | Group Company | ||
| 4. | SwiftImpex PrivateLimited | Group Company | ||
| 5. | Alankit Imaginations Limited | Wholly Owned Subsidiary Company |
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| 6. | Alankit Brands Private Limited | Group Company | ||
| 7. | Alankit Associates Private Limited | Group Company | ||
| 8. | Alankit IFSC Limited | Group Company | ||
| 9. | Alankit Insurance Brokers Limited | Wholly owned Subsidiary Company |
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| 10. | Alankit Insurance TPA Limited | Group Company | ||
| 11. | Alankit Global Resources DMCC | Group Company | ||
| 12. | Alankit Management Consultancy | Group Company | ||
| 13. | Alankit Forex India Limited | Wholly owned Subsidiary Company |
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| 14. | Alankit Technologies Limited | Wholly owned Subsidiary Company |
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| 15. | Verasys Technologies Private Limited |
Subsidiary Company | ||
| 16. | Kuber Recycle Projects Private Limited |
Group Company | ||
| 17. | Alankit Wealth Management Private Limited |
Group Company | ||
| 18. | Garnet Veneer and Decors Limited | Company having significant influence |
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| 19. | Pack Plast India Private Limited | Director having substantial Interest |
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The above contracts/ arrangements/ transactions were approved by the Audit Committee and noted by the Board at their meeting held on 11[th] August, 2023 and recommended to the unrelated members of the Company for their approval.
As per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all entities/ persons that are directly/ indirectly related parties of the Company shall abstain from voting on resolution (s) wherein approval of material Related Party Transactions is sought from the members. Accordingly, all related party of the Company, including, among other related entities and the Directors and Key Managerial Personnel will not vote on this resolution.
BY ORDER OF THE BOARD OF DIRECTORS FOR ALANKIT LIMITED
Sd/DATE: 11[th] AUGUST, 2023 MANISHA SHARMA PLACE: NEW DELHI COMPANY SECRETARY & COMPLIANCE OFFICER M. NO. A58430
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Annexure A
The relevant details of Directors seeking appointment/re-appointment as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard on General Meetings (SS-2) are given below:
| Sl. No. | Particulars | Mrs. Meera Lal (DIN: 08689247) |
|---|---|---|
| 1. | Date of Birth(Age) | 70 years |
| 2. | Date of first appointment on the Board | 12thFebruary, 2020 |
| 3. | Brief Resume including qualification | Mrs. Meera Lal, born in 1952 is M.A. (Economics). She is also a research advisor for PHD Students, Central University, Ranchi, Co-Supervisor of PHD Students, Osmania University, Hyderabad and having rich experience of 40 years in Teaching, Research and Development and Management. |
| 4. | Experience (including nature of expertise in specific functional area) |
Mrs. Meera Lal is currently working as Professor of Economics, St. Xavier’s College, PG Department of Economics, Ranchi University, Jharkhand. She is having teaching experience at BITS-Pilani, Hyderabad Campus, Delhi University, St. Xavier’s College, Post Graduate, Ranchi and Management Institute, Hyderabad and Patiala in Punjab, India. She is also a prolific writer in both International and National Journal. She is also a Life Member of Indian Economic Association, Indian Society of Labour Economics, Giri Institute of Labour, Noida, Research Development Association, Jaipur, IFMR Research Centre for Micro Finance. Her areas of interest are Labour Economics, Environmental Economics and Development Economics. |
| 5. | Skills and capabilities required for the role as an IndependentDirector |
Not Applicable |
| 6. | Terms and conditions of appointment / re-appointment |
In terms of Section 152(6) of the Companies Act, 2013, Mrs. Meera Lal who was appointed as a Non- Executive Director of the Company is liable to retire byrotationat theMeeting. |
| 7. | Details of remuneration sought to be paid |
Remuneration may be paid by way of sitting fees and/or commission on the net profits of the Company as approved by the Board from time to time. |
| 8. | Remuneration last drawn | As mentioned in the Corporate Governance Report forming part of Annual Report 2022-23 |
| 9. | Number of meetings of the Board attended during the Financial Year (2022-23) |
5 |
| 10. | Relationship with other Directors / KeyManagerial Personnel |
Mrs. Meera Lal is not related to any Director/Key Managerial Personnelofthe Company. |
| 11. | Directorship ofother Boards | - |
| 12. | Membership/Chairmanship of Committees ofother Boards |
- |
| 13. | Listed entities from which the person has ceased to be Director during the past three years |
- |
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14. Number of shares held in the Company NIL
BY ORDER OF THE BOARD OF DIRECTORS FOR ALANKIT LIMITED
Sd/DATE: 11[TH] AUGUST, 2023 MANISHA SHARMA PLACE: NEW DELHI COMPANY SECRETARY & COMPLIANCE OFFICER M. NO. A58430