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Amforge Industries Ltd. — AGM Information 2025
Sep 2, 2025
64234_rns_2025-09-02_75dcafde-a4b4-49ac-9b59-d32d49b70ecb.pdf
AGM Information
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(CIN: L28910MH1971PLC015119)
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AMFORGE INDUSTRIES LIMITED
Date: 02[nd] September, 2025
To, The Deputy Manager Corporate Relations Department, BSE Limited P. J. Towers, Dalal Street, Mumbai – 400001
Sub: Submission of notice of the 53[rd] Annual General Meeting (“AGM”) of Amforge Industries Limited (“the Company”)
Dear Sir/Madam,
Please find attached herewith Notice of the 53[rd] Annual General Meeting (‘AGM’) of the Company scheduled to be held on Thursday, 25[th] September, 2025 at 02:30 p.m. (IST) through Video Conferencing (‘VC’) facility/ other audio visual means (‘OAVM’) only to transact the businesses, set out in the Notice convening the AGM. The Annual Report has been sent separately.
The Notice of the 53[rd] AGM along with Annual Report for the financial year 2024-25 is also uploaded on the website of the Company at https://www.amforgeindia.in/#Investors. You are requested to kindly take the same on record.
Thanking you
For Amforge Industries Limited
Bhavana Digitally signed by Bhavana Divyesh Shah Divyesh Shah Date: 2025.09.02 16:10:47 +05'30'
Bhavana Divyesh Shah Company Secretary & Compliance Officer Mem. No.- F2430 Address: 1118, 11[th] Floor, Dalamal Tower, Free Press Journal Marg, Nariman Point, Mumbai- 400021
Registered Office: 1118, 11[th] Floor, Dalamal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400 021. Phone: +91 22 4963 5404 / +91 22 4963 7707, Email: [email protected]. www.amforgeindia.in.
Amforge Industries Limited
Annual Report 2024-25
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NOTICE
NOTICE IS HEREBY GIVEN THAT THE 53RD ANNUAL GENERAL MEETING OF AMFORGE INDUSTRIES LIMITED WILL BE HELD ON THURSDAY, 25TH SEPTEMBER, 2025 AT 2.30 P.M., THROUGH VIDEO CONFERENCING (VC) / OTHER AUDIO-VISUAL MEANS OAVM TO TRANSACT THE FOLLOWING BUSINESS :
ORDINARY BUSINESS:
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To consider and adopt the Company’s Audited Financial Statements for the financial year ended March 31, 2025, together with the Report of the Board of Directors and the Statutory Auditors thereon.
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To appoint a director in place of Mr. Puneet Yogiraj Makar (DIN- 00364000), who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. TO RE-APPOINT MR. AJIT PANDURANG WALWAIKAR (DIN: 00022123) AS AN NON-EXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS:
To consider and if thought fit, to pass, the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Ajit Walwaikar (DIN: 00022123), who was appointed by the Board of Directors, as an Independent Director of the Company w.e.f. November 11, 2020 and who holds office of Independent Director up to November 10, 2025 and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and who is eligible for re-appointment and based on evaluation of his performance, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members be and is hereby accorded to re-appoint Mr. Ajit Walwaikar (DIN: 00022123) as an Independent Director of the Company not liable to retire by rotation for a second term of 5 (five) consecutive years on the Board of the Company w.e.f. November 11, 2025 to November 10, 2030.
RESOLVED THAT Mr. Jayesh Thakkar (DIN: 03474967), Managing Director, and/or Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, things and matters and to do any other formalities to give effect to this resolution.”
By Order of the Board For AMFORGE INDUSTRIES LIMITED Bhavana Shah Company Secretary & Compliance officer Membership no. F2430
Place: Mumbai Date: 26[th] August 2025
Registered office: 1118, Dalamal Tower, 11th Floor Free Press Journal Marg, Nariman Point, Mumbai – 400 021
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Amforge Industries Limited
Annual Report 2024-25
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NOTES:
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The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular No. 09/2024 dated 19th September, 2024, read with the circular no. 20/2020 dated 5th May, 2020, circular no. 02/2022 dated 5th May 2022, circular no. 10/2022 dated 28th December 2022, and circular no. 09/2023 dated 25th September 2023 (collectively referred to as “MCA Circulars”), and SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03rd October, 2024 permitted holding of the Annual General Meeting (“AGM”), through Video Conferencing (VC), without the physical presence of the Members at a common venue upto 30th September, 2025. In compliance with the said provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”) and MCA Circulars, the AGM of the Company is being held through VC. The deemed venue of the AGM shall be the Registered Office of the Company.
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Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend & vote on his / her behalf and the proxy need not be a Member of the Company. However, in terms of the aforesaid Circulars issued by MCA and SEBI, since this AGM is being conducted through VC/ OAVM, where physical attendance of the Members in any case has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by the Members will not be available for this AGM as well, and hence, the Proxy Form & Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorized representatives to attend AGM through VC and participate there at to cast their votes through e-voting.
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In line with the MCA Circulars, the Notice of the AGM along with the Integrated Annual Report 2024-2025, is being sent by electronic mode to those Members whose email addresses are registered with the Company/ Depository Participants (‘DP’), unless any Member has requested for a physical copy of the same. The Company shall send a physical copy of the Integrated Annual Report 2024-2025 to those Members who request the same at [email protected] mentioning their Folio No./DP ID and Client ID. The Notice convening the 53rd AGM has been uploaded on the websites of the Company at www.amforgeindia.in under the Investors section and at www.bseindia.com of BSE Limited.
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The attendance of the Members attending the AGM through VC, will be counted for the purpose of reckoning the quorum, under Section 103 of the Companies Act, 2013.
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An explanatory statement, pursuant to section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at this annual general meeting, is annexed.
6. The Register of Member and Transfer Books will remain closed from Thursday, the 18[th] day of September 2025 to Thursday, the 25[th] day of September 2025 (both days inclusive) for the Annual General Meeting.
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Members seeking any information about the agenda to be conducted at this AGM are requested to write to the Company on or before the 22[nd] September 2025 through email to [email protected] (mentioning their name, DEMAT account number/folio number, contact details, etc. and their query).
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The Company has availed the services of MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“MUFG”) for conducting the AGM through VC/OAVM and providing an e-voting facility during the AGM as well as a remote e-voting facility.
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The remote e-voting commences on Monday, 22[nd] September 2025 at 9.00 a.m. and ends on Wednesday, 24[th] September 2025 at 5.00 p.m. MUFG will disable the remote e-voting module for voting thereafter.
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Those Members, who will be present in the AGM through VC/OAVM and have not cast their vote on the Resolutions through remote e-voting, shall be eligible to vote through the e-voting system during the AGM and the Members who have cast their vote by remote e-voting before the AGM, may also attend the AGM but shall not be entitled to cast their vote again.
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A member’s voting rights shall be in proportion to his/her share of the paid-up equity share capital of the Company as of Thursday, 18[th] September 2025. A person whose name is recorded in the Register of Members of the Company or the Register of Beneficial Owners maintained by the depositories as on the ‘cut-off date’ shall be entitled to avail of the facility of remote e-voting as well as voting in the 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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Amforge Industries Limited
Annual Report 2024-25
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All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 3:00 p.m. on all working days except Saturdays, Sundays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.
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M/s. Hemanshu Kapadia and Associates, Practicing Company Secretary (email: [email protected]) is appointed as a Scrutinizer to conduct the e-voting process. The results of the voting will be announced on Saturday, 27[th] September 2025 and shall be uploaded on the websites of the BSE Limited, Company, and MUFG.
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As required under the Secretarial Standard - 2 and Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations’], the details in respect of the Director seeking re-appointment at the AGM, i.e. Mr. Puneet Yogiraj Makar (DIN- 00364000) and Mr. Ajit Walwaikar (DIN: 00022123) , inter alia, age, qualifications, experience, details of remuneration last drawn by such person, his relationship with other Directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other Directorships, membership/chairmanship of the Committees of other Boards, etc. are annexed to the Notice. They have furnished the relevant consents, etc. for their re-appointment. None of the Directors are related with other Directors or Key Managerial Personnel (inter-se).
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The shares of the Company are under the compulsory demat list of the Securities & Exchange Board of India. The trading in equity shares can now only be done in demat. In case, you do not hold shares in demat you may do so by opening an account with a depository participant and completing dematerialization.
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Members holding shares in dematerialized mode are requested to intimate all changes concerning their bank details, mandate, nomination, power of attorney, change of address, e-mail address, name change, etc. to their depository participant. These changes will be automatically reflected in the Company’s records, which will help the Company to provide efficient and better service to its members.
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Members holding shares in physical form are requested to intimate changes concerning their bank account (name and address of the branch of the bank, MICR code of branch, type of account, and account number), mandate, nomination, power of attorney, change of address, e-mail address, change in name, etc. immediately to the Company’s Registrar & Share Transfer Agent.
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SEBI vide its Circular dated March 16, 2023, mandated furnishing of PAN, KYC details (i.e. postal address with pin code, email address, mobile number, bank account details), and Nomination details by holders of physical securities through Form ISR-1. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant. In terms of the above Circular, Folios of Physical shareholders wherein any one of the above said details such as PAN, email address, mobile number, bank account details, and nomination are not available, are required to be frozen with effect from October 1, 2023, and such physical shareholders will not be eligible to lodge grievance or avail service request from the RTA of the Company and will not be eligible for receipt of dividend in physical mode. Shareholders holding shares in physical form are requested to ensure that their PAN is linked to their Aadhaar to avoid freezing of folios. As per the above SEBI Circular, the frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and or Prevention of Money Laundering Act, 2002, after December 31, 2025. Accordingly, individual letters were sent to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC, and Nomination details.
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Pursuant to Regulation 40 of the SEBI Listing Regulations, as amended, the Company had stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get the inherent benefits of dematerialization.
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Further, Members may please note that SEBI has, vide its Circular dated January 25, 2022, mandated Listed Companies to issue securities in demat form only while processing any 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.
The format of the Register of Members prescribed by the MCA under the Act requires the Company/Registrar to record additional details of Members, including their PAN details, email address, bank details for payment of dividends if any, etc. This request should be submitted in Form ISR-1. Members holding shares in physical form
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Amforge Industries Limited
Annual Report 2024-25
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are requested to submit the filled-in form to the Company or the Registrar in physical mode as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective DPs only.
As per the provisions of Section 72 of the Act and the aforementioned SEBI Circular, the facility for making nominations is available for the Members concerning the shares held by them. Members who have not Opt-out yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt-out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, quoting their folio number.
- In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management & Administration) Rules, 2014, as amended by the Companies (Management & Administration) Amendment Rules, 2015 & Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide the Members a facility to exercise their right to vote on resolutions, proposed to be considered at the 53rd Annual General Meeting (AGM), by electronic means through e-Voting Services. The instructions for voting electronically using the facility provided by MUFG is mentioned herein under:
REMOTE EVOTING INSTRUCTIONS:
In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access remote e-Voting facility.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL IDeAS facility
Shareholders registered for IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
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c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
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d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for IDeAS facility:
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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).
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Amforge Industries Limited
Annual Report 2024-25
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METHOD 2 - NSDL e-voting website
Visit URL: https://www.evoting.nsdl.com
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a) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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b) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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c) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 3 - NSDL OTP based login
Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
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Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
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Enter the OTP received on your registered email ID/ mobile number and click on login.
Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders registered with CDSL Easi/ Easiest facility
METHOD 1 - CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility:
Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
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a) Enter existing username, Password & click on “Login”.
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b) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for Easi/ Easiest facility:
To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia. com/myeasitoken/Registration/EasiestRegistration
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a) Proceed with updating the required fields for registration.
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b) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).
METHOD 2 - CDSL e-voting page
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Visit URL: https://www.cdslindia.com
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Go to e-voting tab.
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Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Amforge Industries Limited
Annual Report 2024-25
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Individual Shareholders holding securities in demat mode with Depository Participant
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.
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a) Login to DP website
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b) After Successful login, user shall navigate through “e-voting” option.
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c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
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d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-of date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
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a) Enter details as under:
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User ID: Enter User ID
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Password: Enter existing Password
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Enter Image Verification (CAPTCHA) Code
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Click “Submit”.
(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)
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Shareholders not registered for INSTAVOTE facility:
Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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User ID: Enter User ID
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PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
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DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
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Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.
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Shareholders holding shares in NSDL form , shall provide ‘D’ above
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Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
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Amforge Industries Limited
Annual Report 2024-25
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- Set the password of your choice.
(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
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Enter Image Verification (CAPTCHA) Code.
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Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).
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STEP 2: Steps to cast vote for Resolutions through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
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B. Select ‘View’ icon. E-voting page will appear.
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C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
Fill up your entity details and submit the form.
A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)
STEP 2 – Investor Mapping
Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
Click on “Investor Mapping” tab under the Menu Section
Map the Investor with the following details:
- 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
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Amforge Industries Limited
Annual Report 2024-25
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2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
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3) ‘Investor PAN’ - Enter your 10-digit PAN.
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.
Further, Custodians and Mutual Funds shall also upload specimen signatures.
- A. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.
STEP 3 – Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
Click on “Votes Entry” tab under the Menu section.
Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
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a) Enter “16-digit Demat Account No.”.
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b) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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c) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
After successful login, you will see “Notification for e-voting”.
Select “View” icon for “Company’s Name / Event number”.
E-voting page will appear.
Download sample vote file from “Download Sample Vote File” tab.
Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding
securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected]. mufg.com or contact on: - Tel: 022 – 4918 6000.
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Amforge Industries Limited
Annual Report 2024-25
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Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk bysendingrequest at [email protected] or call at: 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending request [email protected] contact at toll free no. 1800 22 55 33 |
Forgot Password:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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§ Click on “Login” under ‘SHARE HOLDER’ tab.
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§ Click “forgot password?”
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§ Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
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§ Click on “SUBMIT”.
In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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§ Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
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§ Click “forgot password?”
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§ Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
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§ Click on “SUBMIT”.
In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions - Shareholders
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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.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
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Team InstaVote
MUFG Intime India Private Limited
A part of MUFG Corporate Markets, a division of MUFG Pension & Market Services
(Formerly Link Intime India Private Limited)
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Amforge Industries Limited
Annual Report 2024-25
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3 INSTAMEET VC INSTRUCTIONS:
In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audiovisual means (OAVM).
Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.
Login method for shareholders to attend the General Meeting through InstaMeet:
Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .
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a) Select the “Company Name” and register with your following details:
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b) Select Check Box - Demat Account No . / Folio No. / PAN
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Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.
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Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.
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Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.
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Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
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Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
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c) Click “Go to Meeting”
You are now registered for InstaMeet, and your attendance is marked for the meeting.
Instructions for shareholders to Speak during the General Meeting through InstaMeet:
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a) Shareholders who would like to speak during the meeting must register their request with the company.
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b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
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c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
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d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.
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Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
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Amforge Industries Limited
Annual Report 2024-25
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Instructions for Shareholders to Vote during the General Meeting through InstaMeet:
Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:
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a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
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b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET
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c) Click on 'Submit'.
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d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
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e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
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f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note:
Shareholders/ Members, who will be present in the General Meeting through InstaMeet 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 facility during the meeting.
Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
Helpdesk:
Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at instameet@ in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000 / 4918 6175.
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Team InstaMeet MUFG Intime India Private Limited Formerly Link Intime India Private Limited
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Amforge Industries Limited
Annual Report 2024-25
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EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 3
In terms of Section 149 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”), Members of the Company at the 49[th] Annual General Meeting (“AGM’) held on September 15, 2021 approved the appointment of Mr. Ajit Pandurang Walwaikar (DIN: 00022123) as Non-Executive Independent Director of the Company for a continuous period of 5 (five) years w.e.f. November 11, 2020 to November 10, 2025 (“first term”). Section 149 of the Act provides that an Independent Director shall hold office for a term of 5 (five) consecutive years and shall be eligible for re-appointment, on passing a Special Resolution by the Members of the Company, for a second term of another 5 (five) consecutive years i.e. holding office up to two consecutive terms of five years, whose term of office shall not be liable to retire by rotation.
The Board of Directors, based on the performance evaluation on various parameters of Independent Directors and recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Act and applicable provisions of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, (hereinafter referred to as “the Listing Regulations”) considered that given the experience and contributions made by Mr. Ajit Pandurang Walwaikar (DIN: 00022123) during his tenure as an Independent Director of the Company, his continued association would be beneficial to the Company and hence it is desirable to continue to avail his services as an Independent Director of the Company. Accordingly, the Board of Directors approved his re-appointment as an Independent Director of the Company for second term of 5 consecutive years, not liable to retire by rotation, and recommended the same to the Members for their approval as a Special Resolution.
Mr. Ajit Pandurang Walwaikar (DIN: 00022123) is not disqualified from being appointed as a Director in terms of Section 164 of the Act and have given his consent to act as an Independent Director. The Company has also received declaration from him that he meets criteria of independence as prescribed under section 149(6) of the Act and the Listing Regulations and that he is not debarred from holding the office of director by virtue of any order from Securities and Exchange Board of India (“SEBI”) or any such authority.
As per the requirement of the Circular from the Stock Exchanges dated June 20, 2018, Nomination and Remuneration Committee and the Board, while considering his reappointment have verified that he is not debarred from holding the office of a director pursuant to any SEBI order. Accordingly, the Company affirms that the Director proposed to be reappointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
The Company has received all the statutory consent, declarations, and disclosures from him including:
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(i) Consent in writing to act as Director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014;
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(ii) Intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that he is not disqualified in accordance with Section 164 of the Act;
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(iii) Declaration that he meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations and he is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that he is independent of the management and that he is not disqualified to become a director under the Act; and
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(iv) Declaration that he is not debarred or restrained from acting as a Director by any order from the Securities and Exchange Board of India (‘SEBI’) or any other such authority.
In the opinion of the Board, Mr. Ajit Pandurang Walwaikar (DIN: 00022123) fulfills the conditions specified in the Listing Regulations and the Act along with the Rules made thereunder and Schedule IV of the Act for his reappointment as an Independent Director of the Company and he is independent of the Management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director.
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Amforge Industries Limited
Annual Report 2024-25
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The Company has received notice in writing from a Member pursuant to provision of Section 160 of the Act proposing candidature of Mr. Ajit Pandurang Walwaikar (DIN: 00022123) for the office of Independent Director of the Company.
The brief profile of Mr. Ajit Pandurang Walwaikar (DIN: 00022123) and Mr. Puneet Makar (DIN: 00364000)is given as an annexure pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, which shall form part of the Notice of this AGM.
By Order of the Board For AMFORGE INDUSTRIES LIMITED
Bhavana Shah Company Secretary & Compliance Officer Membership no. F2430
Registered office:
Place: Mumbai Date: 26[th] August 2025
1118, Dalamal Tower, 11th Floor Free Press Journal Marg, Nariman Point, Mumbai – 400 021
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Amforge Industries Limited
Annual Report 2024-25
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Annexure
| Annexure | ||
|---|---|---|
| Name of Director | Mr. Puneet Makar | Mr. Ajit Pandurang Walwaikar |
| DIN | 00364000 | 00022123 |
| Date of Birth | 12/08/1962 | 29/12/1954 |
| Age | 63 | 80 |
| Nationality | Indian | Indian |
| Date of frst appointment on the Board of the Company. |
02/02/2012 | 11/11/2020 |
| Qualifcations and Experience (including nature of expertise in specifc functions) Brief resume |
B.A. and Finance. He is a founder of Amforge Industries Limited. In 2005, he led the strategic demerger of the Pune forging unit to Mahindra Group, resulting in a 27% equity stake and preference shares in Mahindra Automotive Steels Pvt. Ltd. (now Mahindra CIE Automotive Ltd., listed on NSE). Tese assets were gradually divested, creating a strongfnancialportfolio. |
B.A., LLM, Company Secretary. He has vast experience in Legal, Land, Revenue, Customs, Labour, etc. Mr. Ajit Pandurang Walwaikar has working experience as Company Secretary, Vice President (Legal) and Company Secretary in Public Limited Companies for decades |
| Number of shares held in the Company. |
25,13,219 equity shares |
1,850 equity shares |
| List of Directorships Held in Other Companies |
M/s. Viniyog Investment And Trading Company Private Limited & M/s. Bonjour Investment CompanyPrivate Limited. |
Nil |
| Chairperson / Membership of the Committees of the Board of the Companies in which he is Director. |
Nil | Member: Nomination & Remuneration Committee of Amforge Industries Limited. Chairman: Audit & Stakeholder Relationship Committee of Amforge Industries Limited. |
| Relationship with other Directors, Managers, and key Managerial Personnel of the Company |
None of the directors, Key managerial Personnel is concerned or interested other than Ms. Archana Makar, director of the Company. |
Not Applicable |
| No. of Meetings of the Board of Directors attended during the year. |
One | Four |
| Terms and conditions of appointment/ reappointment |
Liable to retire by rotation. | Second term of fve (5) consecutive years |
| Last remuneration drawn and details of remuneration sought to be paid |
Nil | As an Independent Director he receives sitting fees of Rs. 3,500 /- per meeting. It is proposed to continue with the same or as may be approved by the Board for all Independent Directors. |
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