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Allcargo Logistics Ltd — AGM Information 2023
Aug 30, 2023
61291_rns_2023-08-30_17196cce-c5ef-4b1f-95b2-1e535a67d823.pdf
AGM Information
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August 30, 2023
To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G Dalal Street, Fort, Bandra Kurla Complex Mumbai - 400 001 Bandra (East), Mumbai - 400 051 BSE Scrip Code: 532749 NSE Symbol: ALLCARGO
Dear Sir/ Ma’am,
Sub : 30[th] Annual General Meeting (“AGM”) of the Allcargo Logistics Limited (the “Company”)
We would like to inform that 30[th] AGM of the Company will be held on Thursday, September 21, 2023 at 02:30 p.m. (IST) through Video Conferencing (“ VC ”) or Other Audio Visual Means (“ OAVM ”). Further, the Notice of the AGM along-with Annual Report for FY2022-23 will be dispatched to the shareholders who holds the shares of the Company as on August 25, 2023.
Further, Schedule for the AGM including e-voting is mentioned below:
| Cut-off date for e-voting | Thursday, September 14, 2023 |
|---|---|
| E-votingStart | Sunday, September 17, 2023 at 09:00 a.m.(IST) |
| E-votingEnd | Wednesday, September 20, 2023 at 05:00p.m.(IST) |
| AGM Date and Time | Thursday, September 21, 2023 at 02:30p.m.(IST) |
The said information shall be made available on the Company's website at www.allcargologistics.com.
Kindly take the above information on record.
Thanking you,
Yours faithfully, For Allcargo Logistics Limited
DEVANAND Digitally signed by DEVANAND PARSHOTTAM PARSHOTTAM MOJIDRA Date: 2023.08.30 18:38:24 MOJIDRA +05'30' Devanand Mojidra Company Secretary & Compliance Officer
ALLCARGO LOGISTICS LIMITED
Allcargo House, 6[th] Floor, CST Road, Kalina, Santacruz (E), Mumbai ‐ 400 098. Maharashtra. India. T: +91 22 6679 8110 | www.allcargologistics.com | CIN: L63010MH2004PLC073508 | GSTN: 27AACCA2894D1ZS
Annual Report 2022-23
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NOTICE
NOTICE is hereby given that the Thirtieth Annual General Meeting of the Members of Allcargo Logistics Limited will be held on Thursday, September 21, 2023 at 02:30 p.m . (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), to transact the following business:
ORDINARY BUSINESS:
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To receive, consider and adopt:
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a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the Reports of the Board of Directors and Auditors thereon; and
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b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the Report of Auditors thereon.
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To confirm the Interim Dividend of
3.25 (i.e. 162.50%) per equity share of2/- each declared by the Board of Directors of the Company at its meeting held on March 06, 2023 as final dividend for the Financial Year ended March 31, 2023. -
To appoint a Director in place of Mr Shashi Kiran Shetty (DIN: 00012754), who retires by rotation and being eligible, offers himself for re-appointment.
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To appoint a Director in place of Mr Kaiwan Kalyaniwalla (DIN: 00060776), who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
- Re-designation of Mr Adarsh Hegde (DIN: 00035040) as Managing Director of the Company
To consider and if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) (including any statutory modification(s) or re-enactment (s) thereof, for the time being force) and the Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded for re-designating Mr Adarsh Hegde (“Mr Hegde”), as Managing Director and Key Managerial Personnel of the Company, with effect from June 01, 2023 for remaining period, on the terms & conditions and remuneration as approved by the members of the Company at the 29[th] Annual General Meeting of the Company.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered necessary, proper or expedient to give effect to this Resolution.”
- Offer or invite for subscription of Secured/Unsecured Non-Convertible Debentures and/or Bonds on private placement basis
To consider and if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and subject to all other applicable regulations, rules, notifications, circulars and guidelines prescribed by the Securities and Exchange Board of India (“ SEBI ”), including the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Reserve Bank of India (“ RBI ”) (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force) and the Memorandum and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be required from the Government of India, SEBI, RBI, the Stock Exchanges or any regulatory or statutory authority (the “ Appropriate Authority ”) and subject to such conditions and/or modifications as may be prescribed or imposed by the Appropriate Authority while granting such approvals, consents, permissions and sanctions, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), for making offer(s) or invitation(s) to subscribe to the issue and allot Secured/ Unsecured Non-Convertible Debentures and/or Bonds (the “ issue ”) on a private placement basis, in one or more series/ tranches, fixing the price and the terms and conditions of the issue as the Board may from time to time determine and consider proper and most beneficial to the Company, such that the aggregate amount does not exceed ` 500 crores (Rupees Five Hundred Crores) during a period of one year from the date of passing of this Resolution and that the said borrowing is within the overall borrowing limits of the Company.”
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to determine and fix the terms and conditions of the issue, from time to time, do all such acts, deeds, matters and things and give such directions as may be deemed necessary, proper or expedient in the interest of the Company and to sign and execute any deeds/documents/undertakings/agreements/ papers/writings, as may be required in this regard and to resolve and settle all questions and difficulties that may arise at any stage from time to time.”
By order of the Board of Directors
Sd/Devanand Mojidra Company Secretary & Compliance Officer
Place: Mumbai Date: May 30, 2023
Registered Office:
6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai - 400 098 Email Id: [email protected] Website: www.allcargologistics.com Phone No: 022-66798100 CIN: L63010MH2004PLC073508
Corporate Overview | Statutory Reports | Financial Statements
NOTES:
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Pursuant to the General Circular 11/2022 dated December 28, 2022 and other circulars issued by the Ministry of Corporate Affairs (“ MCA ”) (“ MCA Circulars ”) and Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 issued by Securities and Exchange Board of India (“ SEBI ”) (MCA Circulars and SEBI Circulars are collectively known as “ Circulars ”), the companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC. The deemed venue for the AGM shall be the Registered Office of the Company i.e. 6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai- 400098.
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The Explanatory Statement pursuant to Section 102 of the Act, in respect of the Special Businesses as set out in Item Nos. 5 to 6 above and the relevant details of the Directors seeking appointment/re-appointment above as required by Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India are annexed hereto.
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SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF THE AGM VENUE ARE NOT ANNEXED TO THIS NOTICE.
In compliance with the Circulars, the Notice of the AGM indicating the process and manner of electronic voting along with the Annual Report of the Company for the Financial Year ended March 31, 2023 is being sent to the Members only through electronic mode whose e-mail addresses are registered with the Company/Depositories.
To support the ‘Green Initiative’ and obtaining Annual Report of the Company, Members are requested to register their e-mail addresses by sending an e-mail on rnt.helpdesk@ linkintime.co.in by giving details like name, folio number, permanent account number and contact number. Members holding shares in demat form are requested to register their e-mail addresses with their DP’s only.
In compliance with the said MCA Circulars, the Company will publish a public notice by way of advertisements in Free Press Journal and Navshakti, inter alia , advising the Members whose e-mail address are not registered/updated with the Company or the Depository Participant(s) (“ DP’s ”), as the case may be, to register/update their e-mail address with them at the earliest.
The copy of Notice and Annual Report of the Company for FY2022-23 is also available on the Company’s website https://www.allcargologistics.com and the website of the Stock Exchanges, i.e. BSE Limited https://www.bseindia. com and The National Stock Exchange of India Limited https://www.nseindia.com. The Notice of AGM is also available on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.
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The attendance of the Members attending the AGM through VC/OAVM will be counted for reckoning the quorum under Section 103 of the Act.
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Institutional Members (i.e. other than individuals, HUF, NRI etc.) are encouraged to attend the AGM through VC/OAVM mode and vote electronically. Pursuant to the provisions of the Act, Institutional Members/ Corporate Members intending to allow their authorized representative(s) to attend and vote at the AGM are requested to submit a certified true copy of the Board Resolution/letter of appointment authorizing their representative(s) together with the specimen signature(s) of those authorized representative(s) to the Scrutinizer at [email protected] with a copy marked to [email protected].
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Relevant documents referred to in the Notice and the Explanatory Statement are open for inspection at the Registered Office of the Company during business hours [11.00 a.m. (IST) to 02:00 p.m. (IST)] on all working days, except Saturday, Sunday and public holidays upto the date of the AGM. The aforesaid documents will also be available for inspection by Members during the AGM.
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Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:
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a. For shares held in electronic form: to their Depository Participants (DPs)
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b. For shares held in physical form: to the Company/ Registrar and Transfer Agent in prescribed Form ISR-1 along with relevant proofs and other forms pursuant to SEBI Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021.
Members may also refer to Shareholder Service Request Section on Company’s website https://www. allcargologistics.com/investorsshareholders.aspx
Members are further requested to note that non-availability of correct bank account details such as MICR (“Magnetic Ink Character Recognition”), IFSC (“Indian Financial System Code”) etc., which are required for making electronic payment will lead to rejection/failure of electronic payment instructions by the bank in which case, the Company or RTA will use physical payment instruments for making payment(s) to the Members with available bank account details of the Members.
- Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition.
Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at https://www.allcargologistics.com/investorsshareholders. aspx and on the website of the Company’s RTA at https://web.linkintime.co.in/KYC-downloads.html. It may be noted that any service request can be processed only after the folio is KYC Compliant.
Annual Report 2022-23
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SEBI vide its Circular dated January 25, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
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Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
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As per the provisions of Section 72 of the Act and aforesaid SEBI Circulars, the facility for making nomination is available for the Members in respect of the shares held by them in physical mode. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13 with RTA.
Further members holding physical shares are informed that they can opt out of nomination or cancel the existing nomination by filing following form with RTA:
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a. Form ISR – 3: For opting out of nomination by shareholder(s)
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b. Form SH - 14: For cancellation or variation to the existing nomination of the shareholder(s)
12. Unpaid/unclaimed dividend and shares
Members are hereby informed that as per the provisions of Section 124 of the Act, dividend which remains unpaid/ unclaimed over a period of seven (7) consecutive years has been transferred by the Company to “The Investor
Education and Protection Fund” (“ IEPF ”) established by the Central Government under Section 125 of the Act.
Further, in accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“ IEPF Rules ”), as amended from time to time, 4,643 equity shares of face value of ` 2/- each in respect of which dividend had remained unpaid/unclaimed for 7 (seven) consecutive years or more from the date of such transfer to Unpaid/Unclaimed Dividend Account of the Company has been transferred to the IEPF by crediting such shares to the DEMAT Account of the IEPF Authority (the “ Authority ”). The Company has sent individual notice to all the Members whose shares are due to be transferred to the Authority and has also published newspaper advertisement in this regard. Members are requested to visit the website of the Company and/ or the Authority/MCA to check their unpaid/unclaimed dividend status and are advised to write to the Company and/or RTA immediately claiming dividend(s) declared by the Company. The details of the shares transferred to the Authority are uploaded on the Company’s website: www.allcargologistics.com/investors/ shareinformation/dividends.
The Members may note that the shares as well as unpaid/ unclaimed dividends transferred to the Authority can be claimed back by making an application to the Authority in Form IEPF-5 along with the requisite documents available on www.iepf.gov.in and sending duly signed physical copy of the same to the Company and/or RTA. The Members can submit only one consolidated claim in a financial year as per the IEPF Rules. In order to claim refund, the Members are advised to visit the weblink http://iepf.gov.in/IEPFA/refund. html or contact the RTA. No claims shall lie against the Company in respect of the dividend/shares so transferred.
The Members are requested to note the following due date(s) for claiming unpaid/unclaimed dividend paid/ declared by the Company:
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Dividend Date of Declaration Year Due date for claiming
of Dividend Unpaid dividend
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| Final Dividend | August 10, 2017 | FY2016-17 | September 11, 2024 |
|---|---|---|---|
| Final Dividend | August 10, 2018 | FY2017-18 | September 14, 2025 |
| Special Interim Dividend | February 08, 2019 | FY2018-19 | March 11, 2026 |
| Interim Dividend | March 16, 2020 | FY2019-20 | April 21, 2027 |
| Interim Dividend | March 15, 2021 | FY2020-21 | April 19, 2028 |
| Interim Dividend | March 16, 2022 | FY 2021-22 | April 18, 2029 |
| Interim Dividend | March 06, 2023 | FY 2022-23 | April 05, 2030 |
Pursuant to the IEPF Rules, the Company has also uploaded the details of unpaid/unclaimed amounts lying with the Company as on March 31, 2023 on the Company’s website www.allcargologistics.com/investors/shareinformation/ dividends and also on the website of the Authority, MCA - www.iepf.gov.in.
13. Tax Deducted at Source (“TDS”) on Dividend:
- i. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“ TDS ”) from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (the
“ IT Act ”). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, PAN, Category as per the IT Act with their DP’s or in case shares are held in physical form, with the Company by sending documents through e-mail.
- ii. For resident shareholders, TDS is required to be deducted at the rate of 10% under Section 194 of the IT Act on the amount of dividend declared and paid by the Company in the FY2022-23 provided valid PAN is registered by the Shareholder. If the valid PAN is not registered, the TDS is required to be deducted at the rate of 20% under Section 206AA of the IT Act.
Corporate Overview | Statutory Reports | Financial Statements
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iii. If any resident individual shareholder is in receipt of dividend not exceeding ` 5,000 in a financial year, then no TDS will be deducted from the dividend.
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iv. If any resident individual shareholder is in receipt of Dividend exceeding ` 5,000 in a financial year, entire dividend will be subject to TDS @ 10%.
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v. In the cases where the shareholder provides valid Form 15G (for individuals, with no tax liability on total income and income not exceeding maximum amount which is not chargeable to tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income), no TDS shall be deducted.
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vi. For Non-resident shareholders [Including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)], the TDS is required to be deducted at the rate of 20% (plus applicable surcharge and cess) under Section 195 or 196D of the IT Act, as the case may be.
- Further, as per Section 90 of the IT Act, the nonresident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Treaty between India and the country of tax residence of the shareholder, if they are more beneficial to them.
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vii. It may be further noted that in case TDS on dividend is deducted at a higher rate in absence of receipt of the aforementioned documents, there would still be an option available with the shareholder to file the return of income and claim an appropriate refund, if eligible. No claim shall lie against the Company for such taxes deducted.
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viii. The Company has therefore, deducted TDS at the time of payment of Interim Dividend for FY2022-23, for resident shareholder at 10% with valid Permanent Account Number (PAN) or at 20% without/invalid PAN and for Non-Resident shareholders at the applicable rates inclusive of surcharge and cess prescribed under the IT Act or Tax Treaty, read with Multilateral Instruments, if applicable based on information received by the RTA of the Company from the Depositories.
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Any information required in relation to the Accounts and Operations of the Company may be sent to the Company Secretary at [email protected] at least seven (7) days in advance of the date of AGM, so as enable the Management to keep the information ready at the AGM.
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Non-Resident Indian Members are requested to inform RTA, immediately of:
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a) Change in their residential status on return to India for permanent settlement.
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b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
16. Voting through electronic means:
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with 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 e-voting during AGM will be provided by NSDL.
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I. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, September 14, 2023 . A person whose name is recorded in the Register of Members or in the Register of Beneficial Owner maintained by the Depositories as on the cutoff date shall only be entitled to avail facility of remote e-voting or e-voting during AGM. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
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II. The Members who have exercised their votes through remote e-voting prior to the AGM may also participate in the AGM but they shall not be entitled to vote again.
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III. Any person who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date may obtain the login ID and password by sending a request at [email protected].
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IV. The remote e-voting period begins at 09.00 a.m. (IST) on Sunday, September 17, 2023 and ends at 05.00 p.m. (IST) on Wednesday, September 20, 2023. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a Resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
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Instructions for participating in the AGM through VC/ OAVM and E-voting are as follows:
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A. Instructions for E-voting are as follows:
- 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
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:
Annual Report 2022-23
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Type of shareholders Login Method
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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. 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. 2. 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 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 the 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. |
| Individual Shareholders holding securities in demat mode with CDSL |
1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E-Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress. |
| 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.
Corporate Overview | Statutory Reports | Financial Statements
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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Login type Helpdesk details
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| Individual Shareholders holding securities | Members facing any technical issue in login can contact NSDL helpdesk by sending a request |
|---|---|
| in demat mode with NSDL | at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securities | Members facing any technical issue in login can contact CDSL helpdesk by sending a request |
| in demat mode with CDSL | at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
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.
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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 :
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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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| a) | For Members who hold shares in demat | 8 Character DP ID followed by 8 Digit Client ID |
|---|---|---|
| account with NSDL. | 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 | 16 Digit Beneficiary ID |
| account with CDSL. | For example if your Beneficiary ID is 12** then your user ID is | |
| 12** | ||
| c) | For Members holding shares in Physical | EVEN Number followed by Folio Number registered with the company |
| Form. | For example if folio number is 001*** and EVEN is 125732 then user ID is | |
| 125732001*** |
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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 use 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.
Annual Report 2022-23
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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 General 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 at [email protected] with a copy marked to [email protected].
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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.
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.: 1800 1020 990 and 1800 22 44 30 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 investor.relations@ allcargologistics.com
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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, Shareholders/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 E-VOTING ON THE DAY OF THE AGM FOR MEMBERS ARE AS UNDER:-
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a. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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b. Only those Members/ Shareholders, who will be present in the 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 AGM.
Corporate Overview | Statutory Reports | Financial Statements
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c. Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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d. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-Voting.
B. Instructions for participating in AGM through VC/OAVM:
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i a) Member will be provided with a facility to attend the 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 link” placed under “Join General meeting” menu against the Company name.
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b) You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/ OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed.
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c) By clicking on this link, the Members will be able to attend and participate in the proceedings of the AGM.
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d) 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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e) Members are encouraged to join the Meeting through Laptops for better experience.
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f) 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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g) 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 glitches.
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h) The Members can join the AGM through VC/ OAVM mode 30 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 AGM through VC/OAVM will be made available to at least 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more share of the Company), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Governance and Nomination & Remuneration Committee, Audit Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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i) Members who would like to express their views/have questions during the AGM may register themselves as a speaker shareholder by sending a request along with their questions in advance mentioning their name, demat account number/folio number, email id and mobile number at investor.relations@allcargologistics. com on or before Sunday, September 17, 2023. (IST) on 03:00 P.M. Those Members who have registered themselves as a speaker shareholder will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speaker shareholders depending on the availability of time for the AGM.
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i) Speaker shareholders will join through the separate link as attendee. The shareholders will be on mute by default and can see the AGM proceedings. Speaker shareholders need to allow their audio and video to be kept open. Once moderator announce and allow shareholders to speak, then only such shareholders will speak.
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ii. Mr Dhrumil Shah (Membership No. FCS 8021 and CP No 8978) of M/s Dhrumil Shah & Co LLP, Practicing Company Secretaries, Mumbai, have been appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.
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iii. The Chairman at the AGM, shall at the end of the discussion on the Resolutions, on which voting is to be held, allow voting with the assistance of the Scrutinizer, by use of electronic ballot voting system for all the Members who are present at the AGM but have not exercised their votes by availing the remote e-Voting facility.
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iv. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, shall unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and not later than 2 working days from the conclusion of the AGM, submit a consolidated Scrutinizer’s Report to the Chairman or any person duly authorised by him in writing who shall countersign the same and declare the results forthwith.
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v. Subject to the receipt of requisite number of votes, the Resolutions shall be deemed to be passed on date of the AGM i.e. September 21, 2023.
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vi. The results declared along with the Scrutinizer’s Report shall be displayed on the notice board at the Registered Office of the Company, on the Company’s website www. allcargologistics.com and on the website of NDSL https:// www.evoting.nsdl.com immediately after the result is declared. The Company shall simultaneously intimate the result to the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.
Annual Report 2022-23
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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS
Pursuant to the provisions of Section 102 of the Companies Act, 2013 (the “ Act ”) and Secretarial Standard-2 on General Meetings (“ SS-2 ”), the following Explanatory Statement sets out all material facts relating to the special business mentioned at Item No. 5 and Item No. 6 in the accompanying Notice dated May 30, 2023 and forms part of the Notice.
Item No. 5
The Members of the Company at 28[th] Annual General Meeting (“AGM”) held on September 29, 2021, had approved the reappointment of Mr Adarsh Hegde (“Mr Hegde“) as Joint Managing Director of the Company for a period of five (5) years with effect from July 01, 2021 on the terms and conditions including remuneration payable to him.
Considering Mr Hegde’s persistent endeavour in strengthening the operations, his insights in developing and implementing business strategies, managing the Company’s overall operations and resources and based on the annual performance evaluation and recommendation by the Governance and Nomination & Remuneration Committee (“GNRC”) and the Board of Directors (the “Board”), decided to redesignate Mr Hegde as the Managing Director for the remaining period of his tenure subject to the approval of the shareholders on the same remuneration and terms & conditions as approved by the members at the 29[th] AGM.
The Board recommended the Special Resolution set out at Item No.5 of the Notice for the approval by the Members.
Save and except, Mr Hegde, Mrs Arathi Shetty and his relative, none of the other Directors and Key Managerial Personnel of the Company and/or their relatives is/are concerned or interested, financially or otherwise, in the resolution set out in Item No. 5 of this Notice, except to the extent of their shareholding interest.
Item No. 6
The Company had obtained approval of the Members at the 29[th] Annual General Meeting held on September 20, 2022, to raise funds upto ` 1,000 crores (Rupees One Thousand crores only) by issue of Secured/Unsecured Non- Convertible Debentures on a private placement basis, in one or more tranche(s) from time to time.
As per provisions of Section 42 of the Act and the Rules framed thereunder, the Special Resolution passed by the Members with respect to issue of Non-Convertible Debentures shall be valid for a period of one year from the date of passing the Resolution. Accordingly, the aforesaid Resolution is valid till September 19, 2023.
Considering the future capex plans, strategic investments, and cost effectiveness of borrowing through the Debentures, Board of the Directors of the Company at their meeting held on May 29, 2023 proposed to obtain Members’ approval for borrowings upto ` 500 crores (Rupees Five Hundred Crores only) by way of issue of Secured/Unsecured Non-Convertible Debentures and/or Bonds on a private placement basis in one or more tranche(s). This would be an enabling Resolution authorizing the Board of Directors to make specific issuances based on the Company’s requirements, market liquidity and appetite at the opportune time. The aggregate borrowings of the Company shall be well within the limits approved by the Members.
The Board recommends the Special Resolution set out at Item No.6 of the Notice for the approval by the Members.
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No.6 of the Notice.
By order of the Board of Directors
Sd/Devanand Mojidra
Company Secretary & Compliance Officer
Place: Mumbai Date: May 30, 2023
Registered Office:
6[th] Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai - 400 098 Email Id: [email protected] Website: www.allcargologistics.com Phone No: 022-66798100 CIN: L63010MH2004PLC073508
Corporate Overview | Statutory Reports | Financial Statements
ANNEXURE
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE 30TH ANNUAL GENERAL MEETING PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD- 2 ON GENERAL MEETINGS ARE AS UNDER:
| I. | Name of Director | Shashi Kiran Shetty (DIN:00012754) |
Kaiwan Kalyaniwalla (DIN: 00060776) |
Adarsh Hegde (DIN: 00035040) |
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| II. | Age | 66years | 59 Years | 59 Years |
| III. | Qualification | Bachelor of Commerce | Bachelor’s degree in economics and political science and a bachelor of laws degree from the Universityof Mumbai |
Bachelor’s degree in Mechanical Engineering from Nitte Education Trust, Mangalore |
| IV. | Brief resume including profile, experience and expertise in specific functional areas |
Mr Shashi Kiran Shetty is a pioneer and leader of the logistics industry with numerous Indian and global recognitions and a deep-rooted commitment to social welfare. Mr Shetty began early, when the logistics sector was at a nascent stage. In 1993, Mr Shetty founded Allcargo Logistics which today enjoys the status of being India’s largest integrated logistics company. Its trajectory of success and wide portfolio of world-class services like ISC, Contract Logistics and Project Equipment are testimony to Mr Shetty’s entrepreneurial spirit and foresight. Spearheading over 10 key acquisitions in less than a decade, Mr Shetty sets a brilliant example of benefiting from first mover’s advantage, wherein he saw the formidable strength and bright future the logistics sector holds in India and globally, creating India’s first and largest integrated logistics solutions provider in the private sector and a global leader in multimodal transport with operations in more than 160 countries. Under the leadership of Mr Shetty, Allcargo Logistics acquired a substantial stake in Gati Limited, a major player in logistics and express distribution segment. Right from being conferred Belgium’s highest civilian honour the ‘Distinction of Commander of the Order of Leopold II’ to being declared as the Global Logistics Personality of the Year, Mr Shetty’s experience and contribution has been recognised across diverse fora and platforms in India and internationally. An astute business sense, exemplary leadership and a vision to identify potential opportunities reiterate his position as an industry veteran. |
He is a Solicitor and Advocate of the Bombay High Court and a partner of Maneksha & Sethna, a law firm based in Mumbai. Mr Kalyaniwalla has been in the practice of law for over 35 years and is enrolled as a Solicitor of the Supreme Court of England and Wales. His practice is predominantly in the field of corporate laws, property laws, tax laws and general commercial laws. Mr Kalyaniwalla is the President and an active member of the Managing Committee of the Bombay Incorporated Law Society. |
After finishing his mechanical engineering from Nitte Education Trust, Mangalore, he started his career as an Assistant Maintenance Engineer with Eastern Ceramics Private Limited, Mumbai in 1987 and has served the organization in various capacities. He has experience in the field of logistics close to three decades. Mr Hegde joined the Company on August 21, 2006 and has been instrumental in the success of the Company’s growth story. Presently, he is designated as Managing Director of the Company. Mr Hegde’s business acumen and vision in logistics business, advanced and modern management proficiency quality drives him as an ideal business leader. He has played a key role in designing and implementing various systems and procedures, which resulted in exponential growth opportunities for the Company. |
Annual Report 2022-23
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| Mr Shetty is known not just for his professional achievements, but also for his involvement in a number of philanthropic and community development initiatives. Be it through personal donations and contributions or involvement in the interventions of Avashya Foundation, Allcargo Logistics’ CSR arm, Mr Shetty walks the talk when it comes to giving back to society in every way possible. Under Mr Shetty’s guidance and insistence on quality, impeccable execution, customer satisfaction and a values-driven culture, Allcargo Logistics continues to be recognised as one of the most professionally- managed and process driven organisations. In addition to being a sports enthusiast and an avid golfer, Mr Shetty also appreciates art and its diverse cultural expressions. |
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| V. | Shareholding in the Company as on March 31, 2023 |
15,22,41,341 equity shares of face value 2/- each constituting 61.96%<br>of the total paid-up share capital of<br>the Company.|1,49,250<br>equity<br>shares<br>of face value2/- eachconstituting 0.06% of the total paid-up share capital of the Company. |
45,45,500 equity shares of face value`2/- each constituting 1.85% of the total paid-up share capital of the Company. |
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| VI. | Date of first appointment on the Board of the Company |
August 18, 1993 | August 06, 2021 | August 21, 2006 |
| VII. | Directorship held in other companies (including the Company and listed entities from which the person has resigned in the past three years) (as on May 30, 2023) |
- Allcargo Logistics Limited - Gati Limited - Panvel Logistics and Warehousing Solutions Private Limited_(Resigned) - Allcargo Multimodal Private Limited - Malur Logistics and Industrial Parks Private Limited (Resigned) - Allcargo Terminals Limited (Resigned) - ALX Shipping Agencies India Private Limited(Resigned) - Allcargo Inland Park Private Limited - AGL Warehousing Private Limited - Talentos Warehousing & Industrial Parks Private Limited - Hoskote Warehousing & Industrial Parks Private Limited - Alltrans Logistics Private Limited - CCI Worldwide Logistics Private Limited(Resigned) - FTL (India) Private Limited (Resigned)_ - Avashya Holdings Private Limited |
- Allcargo Logistics Limited - Gati Limited - Modern India Limited - Iorn & Metal Traders Private Limited - Bombay Metal and Alloys MFG Company Private Limited - Allcargo Terminals Limited - TransIndia Real Estate Limited - TransIndia Logistic Park Private Limited - Synchro Investments Private Limited - Quantum Trustee Company Private Limited - Bombay Incorporated Law Society - Sunbeam Pte. Ltd - Aladin Group Holding ltd - Avashya Corporation Private Limited - Talentos Entertainment Private Limited |
- Allcargo Logistics Limited - Gati Limited_(Resigned) - Allcargo Supply Chain Private Limited (Formerly known as Avvashya Supply Chain Private Limited) (Resigned)_ - Indport Maritime Agencies Private Limited - Allcargo Multimodal Private Limited - Gati-Kintetsu Express Private Limited - Container Freight Station Association of India (Renewal Old AN 165281) - Contech Logistics Solutions Private Limited - TransIndia Freight Services Private Limited - Alltrans Logistics Private Limited - TransIndia Logistic Park Private Limited |
Corporate Overview | Statutory Reports | Financial Statements
| - Avashya Corporation Private Limited - Talentos Entertainment Private Limited - Aladin Group Holding Ltd - AGL N.V. - ECU-Line Saudi Arabia LLC |
- Comptech Solutions Private Limited (Resigned) - Ecu International (Asia) Private Limited - GK Cold Chain Solutions Private Limited (Resigned) - CCI Worldwide Logistics Private Limited (Formerly known as Avvashya CCI Logistics Private Limited) (Resigned) |
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| VIII. | No. of Committees in which Director is member |
Allcargo Logistics Limited - Stakeholders Relationship Committee - Corporate Social Responsibility Committee - Governance and Nomination & Remuneration Committee |
Gati Limited - Audit Committee - Stakeholders relationship Committee - Risk Management Committee Modern India Limited - Audit Committee - Risk Management Committee - Corporate Social Responsibility Committee |
Allcargo Logistics Limited - Executive Committee - Stakeholders Relationship Committee - Risk Management, Finance, Strategy and Legal Committee |
| IX. | No. of Committees in which Director is Chairman |
Allcargo Logistics Limited - Executive Committee |
Gati Limited - Corporate Social Responsibility Committee |
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| X. | Terms and Conditions of appointment / re- appointment along with details of remuneration sought to be paid and remuneration last drawn |
Please refer to the Board’s Report and | Corporate Governance Report | |
| XI. | No. of Meetings of the Board attended during theyear |
9 | 9 | 8 |
| XII. | In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
Not Applicable | ||
| XIII. | Relationship with other Directors, Manager and other Key Managerial Personnel of the Company |
Spouse of Mrs Arathi Shetty | Not Applicable | Brother of Mrs Arathi Shetty |