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ASTEC LIFESCIENCES LIMITED — Proxy Solicitation & Information Statement 2025
Apr 28, 2025
61682_rns_2025-04-28_866c25e5-62d4-4902-a707-56b8a75478a5.pdf
Proxy Solicitation & Information Statement
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Date: 28[th] April, 2025
To, To, BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai – 400 001 Ref.: BSE Scrip Code No. “533138” Ref.: “ASTEC”
National Stock Exchange of India Limited Exchange Plaza, Bandra - Kurla Complex, Bandra (East), Mumbai – 400 051
Debt Segment NSE: NCD-ASTEC-ISIN: INE563J08023
Sub.: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation to our intimation dated 28[th] March, 2025, we are enclosing herewith, the Postal Ballot Notice together with Explanatory Statement, seeking approval of the Members for the Resolution as mentioned in the Postal Ballot Notice dated 28[th] March, 2025.
The Postal Ballot Notice along with the Explanatory Statement and Postal Ballot Form, has been electronically sent to Members whose names appear in the Register of Members or List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) as on Friday, 25[th ] April, 2025 (“Cut-off date”) and who have registered their email addresses with the Company or the Registrar & Share Transfer Agent or with the Depositories / Depository Participants, in accordance with the various Circulars issued by Ministry of Corporate Affairs (MCA), including the latest General Circular No. 09/2024 dated 19[th] September, 2024 ("MCA Circulars") and Securities and Exchange Board of India (SEBI) including the latest Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 (the “SEBI Circulars”). In terms of the MCA Circulars and SEBI Circulars, the Company is sending the Postal Ballot Notice in electronic form only and hard copies of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not being sent to the Members.
The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing E-voting facility to the Members. The procedure / instructions for e-voting is / are given in the Postal Ballot Notice. The E- voting facility will be available from Thursday, 1[st] May, 2025 from 9.00 a.m. (IST) till Friday, 30[th] May, 2025 upto 5.00 p.m. (IST) . The e-voting module shall be disabled by the NSDL thereafter.
The said Postal Ballot Notice is being made available on the website of the Company, viz., www.godrejastec.com and on the websites of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). It is also being made available on the website of NSDL at the weblink https://www.evoting.nsdl.com/.
Members desirous to cast their vote through Postal Ballot physically are requested to take printout of the Postal
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Ballot Form from the abovementioned websites, fill in the details and send the duly signed and completed Postal Ballot Form in original, to the Scrutinizer Mr. Vikas R. Chomal, Practicing Company Secretary at A / B-201, 2nd Floor, Manas Building, Near Mahajan Wadi, Kharkar Ali, Thane (West) – 400 601, Maharashtra, India, so as to reach him on or before 5.00 p.m. (IST) on Friday, 30[th] May, 2025. Postage / Courier expenses for sending such physical postal ballot to the Scrutinizer will be borne by the Members.
The voting results of Postal Ballot will be declared within 2 (two) working days from the close of business hours on Friday, 30[th] May, 2025.
Members requiring copy of the Postal Ballot Notice may send an e-mail to [email protected], from their registered e-mail addresses. Also, in case of any queries, Members may send an e-mail to [email protected].
Please take the above information on your records.
Thanking you,
Yours sincerely,
For Astec LifeSciences Limited
Digitally signed by Tejashree Rohan Pradhan DN: c=IN, o=Personal, title=1500, Tejashree pseudonym=6772abaea05446e9af7db0d1485a0332, 2.5.4.20=7e85e7813cc0727379015ad6d28a3 Rohan b65295c6375608d78aea1ca152cafefaf7f, postalCode=400606, st=Maharashtra, serialNumber=cc444393f2150dc819f3d8164 db345c555b40cb184b6ae8611cda7b9d6458 Pradhan 7a7, cn=Tejashree Rohan Pradhan Date: 2025.04.28 19:13:40 +05'30'
Tejashree Pradhan
Company Secretary & Compliance Officer
(FCS 7167)
Encl.: As above
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ASTEC LIFESCIENCES LIMITED
Corporate Identity Number (CIN): L99999MH1994PLC076236
Registered Office: “ Godrej One”, 3[rd] Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India
Tel.: +91 22 2518 8010, Fax: +91 22 2261 8289, Website: www.godrejastec.com, E-mail: [email protected]
POSTAL BALLOT NOTICE
Dear Member(s),
NOTICE IS HEREBY GIVEN THAT the Resolution set out below is proposed to be passed by the Members of ASTEC LIFESCIENCES LIMITED (“ the Company ”) by means of Postal Ballot through electronic voting (“ e-voting ”), pursuant to the applicable provisions of Sections 110, 108 and other applicable provisions of the Companies Act, 2013 (“ the Companies Act ” or “ the Act ”), read with the Companies (Management and Administration) Rules, 2014 (“ the Rules ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and Secretarial Standards - 2 on “General Meetings” issued by the Institute of Company Secretaries of India (ICSI), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, read with the Circulars issued from time to time by the Ministry of Corporate Affairs (“ MCA ”), including the latest General Circular No. 09/2024 dated 19[th] September, 2024 (the “ MCA Circulars ”) and the Circulars issued from time to time by Securities and Exchange Board of India (“ SEBI ”), including the latest Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 (the “ SEBI Circulars ”). The Explanatory Statement pursuant to Section 102(1) of the Act, setting out all the material facts relating to the Resolution mentioned in this Postal Ballot Notice, is enclosed herewith for your consideration.
In compliance with the requirements of the MCA Circulars and the SEBI Circulars, the Company shall send this Postal Ballot Notice along with the Explanatory Statement and Postal Ballot Form by e-mail to all its Members who have registered their e-mail addresses with the Depositories / Depository Participants / Registrar and Share Transfer Agent of the Company and the communication of assent / dissent of the Members shall take place through the e-voting system. The physical Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope shall not be sent to the Members for this Postal Ballot. However, in order to facilitate voting by Members who may not be able to access the e-voting facilities, the Members are also allowed to cast their votes through physical Postal Ballot, as per the instructions contained in this Notice.
In accordance with the provisions of the MCA Circulars and the SEBI Circulars, those Members who have not yet registered their e-mail addresses, are requested to register the same by following the procedure set out in the Notes to this Postal Ballot Notice.
The Board of Directors of the Company, at its Meeting held on Friday, 28[th] March, 2025 , has approved the business, as set out in this Notice, for approval of the Members of the Company through Postal Ballot. Accordingly, the proposed Resolution and the Explanatory Statement thereto, along with the Postal Ballot Form are annexed herewith for your consideration and you are requested to record your assent or dissent by way of e-voting facility provided by the Company.
Members may please note that, in accordance with the applicable provisions of Sections 110 and 108 of the Companies Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the Secretarial Standard – 2 on “General Meetings” issued by the Institute of Company Secretaries of India (ICSI), read with Regulation 44 and other applicable provisions of the Listing
Regulations, the Company is pleased to provide its Members, the facility to exercise their right to vote by electronic means through e-voting platform / services provided by National Securities Depository Limited (“ NSDL ”).
The e-voting facility will be available from 9.00 a.m. (IST) on Thursday, 1[st] May, 2025 upto 5.00 p.m. (IST) on Friday, 30[th] May, 2025. The e-voting module shall be disabled by NSDL for voting thereafter. During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off date, i.e., Friday, 25[th] April 2025, may cast their vote electronically. Please read carefully and follow the instructions on e-voting as set out in the Notes to this Notice. It may please be noted that failure to cast vote during the e-voting period as stated above shall be construed to mean that no vote has been received from the Member.
The Board of Directors has appointed Mr. Vikas R. Chomal, Practicing Company Secretary holding Certificate of Practice No. 12133, to act as the Scrutinizer for conducting the Postal Ballot through e- voting process in a fair and transparent manner and consent has been received from the Scrutinizer conveying his willingness to be appointed.
The Scrutinizer shall submit report to the Chairman or to any other Director or to any Key Managerial Personnel as may be authorized by the Chairman or the Board of Directors, after completion of the e- voting. The results of Postal Ballot by way of e-voting shall be declared within 2 (two) working days from the close of business hours on Friday, 30[th] May, 2025 at the Registered Office of the Company. The declaration / announcement of the results as stated above shall be treated as declaration of results at a duly convened Meeting of the Members as per the provisions of the Companies Act and applicable Rules framed thereunder. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company, viz., www.godrejastec.com immediately after the results are declared and will simultaneously be communicated to the Stock Exchanges, viz., BSE Limited and the National Stock Exchange of India Limited, where the Equity Shares of the Company are listed and to NSDL. The results shall also be displayed at the Registered Office of the Company.
PROPOSED RESOLUTION – SPECIAL BUSINESS:
1) APPOINTMENT OF MR. BURJIS NADIR GODREJ AS THE “MANAGING DIRECTOR” OF THE COMPANY FOR A TERM OF 5 (FIVE) YEARS, WITH EFFECT FROM 1[ST] APRIL, 2025, I.E., UPTO 31[ST] MARCH, 2030, WITHOUT ANY REMUNERATION PAYABLE TO HIM IN SUCH CAPACITY:
To consider and appoint Mr. Burjis Nadir Godrej [Director Identification Number (DIN): 08183082] as the “Managing Director” of the Company for a term of 5 (Five) years, with effect from 1[st] April, 2025, i.e., upto 31[st] March, 2030, without any remuneration payable to him in such capacity, and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :
“ RESOLVED THAT based on the recommendation made by the Nomination and Remuneration Committee and the Board of Directors and pursuant to the provisions of Sections 196, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”), including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force, and the Articles of Association of the Company, approval of the Shareholders of the Company be and is hereby accorded for the appointment of Mr. Burjis Nadir Godrej (DIN: 08183082) as the “ Managing Director ” of the Company, for a term of 5 (Five) years, with effect from 1[st] April, 2025, i.e., upto 31[st] March, 2030 , without any remuneration payable to him in such capacity.”
“ RESOLVED FURTHER THAT the Board of Directors and/or the Nomination and Remuneration Committee be and is hereby authorized to alter and vary the terms and conditions of the said appointment of Mr. Burjis Nadir Godrej as the “Managing Director” of the Company, at its discretion and as it may deem fit and proper from time to time, subject to compliance by the Company with the
applicable provisions of the Act and/or the Rules framed thereunder and/or the SEBI Listing Regulations [including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force].”
“ RESOLVED FURTHER THAT the Board of Directors and/or the Nomination and Remuneration Committee be and is hereby authorized to do all such act(s), deed(s), matter(s) and thing(s) and any one of the Directors or the Key Managerial Personnel be and are hereby authorized to execute all such document(s), instrument(s) and writing(s) as may be required or deemed fit, necessary, expedient or desirable, to delegate all or any of its powers herein conferred to give effect to the aforesaid resolution and to settle any question, or doubt that may arise in relation thereto, without being required to seek any further consent or approval of the Shareholders in connection with the above and intent that they shall be deemed to have given approval thereto expressly by the authority of this resolution.”
By the Order of the Board of Directors For Astec LifeSciences Limited
Sd/- Tejashree Pradhan Company Secretary & Compliance Officer (FCS 7167)
Mumbai, 28[th] March, 2025
Registered Office:
“Godrej One”, 3[rd] Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra Tel. No.: 022 - 2518 8010 Fax No.: 022 - 2261 8289 Website: www.godrejastec.com E-mail: [email protected] CIN: L99999MH1994PLC076236
NOTES:
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An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“ the Act ”) setting out all material facts relating to the Resolution mentioned in this Postal Ballot Notice is attached.
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This Notice is being electronically sent to all the Members whose names appear in the Register of Members / List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (“CDSL”) on Friday, 25[th] April, 2025 and who have registered their e-mail addresses with the Depositories / Depository Participants / Registrar and Share Transfer Agent. It is however, clarified that all the persons who are Members of the Company as on Friday, 25[th] April, 2025 , including those Members who may not have received this Notice due to nonregistration of their e-mail address with the Depositories / Depository Participants / Registrar and Share Transfer Agent, shall also be entitled to vote in relation to the Resolution specified in this Notice.
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Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of Member / Beneficial Owner as on Friday, 25[th] April, 2025 . The voting rights of the Members shall be in proportion to their share in the Paid-up Equity Share Capital of the Company as on the Cut-off date, i.e., Friday, 25[th] April, 2025 . A person who is not a Member as on the Cut-off date shall consider this Notice for information purpose only.
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In compliance with the provisions of Sections 110 and 108 of the Act and the Rules framed thereunder and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ the Listing Regulations ”) and the relevant Circulars issued by the Ministry of Corporate Affairs (“ the MCA Circulars ”), the Company is pleased to provide its Members the facility to exercise their right to vote electronically on the Postal Ballot through the Electronic Voting (e-voting) Services provided by National Securities Depository Limited (“ NSDL ”). The instructions for electronic voting are annexed to this Notice.
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Members have option to vote either through e-voting or through physical Postal Ballot Form. If a Member has opted for e-voting, then he/she/they should not vote by physical Postal Ballot also and vice-versa. However, in case Members cast their vote both via physical Postal Ballot and e-voting, then voting done through electronic means shall prevail and voting done by physical Postal Ballot shall be treated as INVALID.
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E-voting facility will be available from 9.00 a.m. (IST) on Thursday, 1[st] May, 2025 upto 5.00 p.m. (IST) on Friday, 30[th] May, 2025 . The e-voting module shall be disabled by NSDL for voting after the abovementioned time. Members are requested to refer to instructions for e-voting, appended to this Notice.
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During the e-voting period, Members can login to NSDL’s e-voting platform any number of times till they have voted on the Resolution. Once the vote on the Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
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Resolution passed by the Members through Postal Ballot shall be deemed to have been passed effectively at a duly convened General Meeting of the Members.
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In case any Member opts to vote physically, such Member is requested to read carefully the instructions given in the Postal Ballot Form. Such Member can take printout of the Postal Ballot Form attached to this Notice of Postal Ballot or may also download and print it from the Company’s website, viz., www.godrejastec.com and return the same in original, duly completed in all respects and signed, so as to physically reach the Scrutinizer at A / B-201, 2[nd] Floor, Manas Building, Near Mahajan Wadi, Kharkar Ali, Thane (West) – 400 601, Maharashtra, India, on or before 5.00 p.m. (IST) on Friday, 30[th] May, 2025 , failing which, it will be strictly treated as if no reply has been received from the Member. The Company shall not be, in any way, responsible for late / non delivery of Postal Ballot Form on account of restrictions due to any reason whatsoever. Therefore, the Members are requested to send the duly completed Postal Ballot Form well before the last date. Postage / courier expenses for sending such physical Postal Ballot Form to the Scrutinizer shall be borne by the Members.
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Please note that the Postal Ballot Form shall be considered as invalid if: (i) the form other than the one annexed to this Postal Ballot Notice has been used; and/or (ii) it has not been signed by or on behalf of the Member; and/or (iii) signature on the Postal Ballot Form does not match with the specimen signatures registered with the Company; and/or (iv) it is not possible to determine without any doubt, the assent or dissent of the Member; and/or (v) neither assent nor dissent is mentioned; and/or (vi) any competent authority has given directions in writing to the Company to freeze the voting rights of the Member; and/or (vii) the Postal Ballot Form is received after the last date and time prescribed; and/or (viii) it is defaced or mutilated in such a way that its identity as a genuine form cannot be established; and/or (ix) the Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority; and/or (x) the Member has made any amendment to the Resolution set-out herein or imposed any condition while exercising his vote; and/or (xi) the Member has also voted through e-voting. The Scrutinizer’s decision on the validity of a Postal Ballot Form shall be final and binding.
DISPATCH OF POSTAL BALLOT NOTICE THROUGH E-MAIL AND REGISTRATION OF E-MAIL IDS:
- In accordance with Section 110 of the Companies Act, 2013 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, physical copies of the Postal Ballot Notice will not be circulated, and the Company will also not be under any obligation to provide physical copies upon specific request of any Member(s).
The Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depository(ies) / Depository Participant(s), as on Friday, 25[th] April, 2025, and who have registered their e-mail addresses with the Company or with the Depositories / Depository Participants.
Therefore, Members are requested and encouraged to register / update their email addresses, with their Depository Participant (in case of Shares held in dematerialized form) or with Bigshare Services Private Limited (“ Bigshare ”), our Registrar and Share Transfer Agent (“RTA”) (in case of Shares held in physical form).
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Members holding shares in physical mode and who have not registered / updated their e-mail addresses are requested to update their e-mail addresses with the Registrar and Transfer Agents of the Company, viz., Bigshare in prescribed Form ISR–1 and other forms pursuant to Circular issued by the Securities and Exchange Board of India (SEBI), bearing No. SEBI/HO/ MIRSD /MIRSD_RTAMB/P/CIR/2021/655 dated 3[rd] November, 2021. The formats of the forms are available on the Company’s website at www.godrejastec.com and on the website of the Bigshare at www.bigshareonline.com. Members holding shares in dematerialized mode are requested to register / update their e-mail addresses with the relevant Depository Participant(s). The Company and RTA will co-ordinate with NSDL and provide the login credentials to the abovementioned Members, subject to receipt of the required documents and information from the Members. The Postal Ballot Notice is also being uploaded on the website of the Company www.godrejastec.com and on the websites of the Stock Exchanges at BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com).
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The results of voting on the Resolution will be declared within 2 (two) working days from the close of business hours on Friday, 30[th] May, 2025 and will be displayed at the Registered Office of the Company and on the website of the Company (www.godrejastec.com), besides being communicated to the concerned Stock Exchanges and NSDL.
14. INSTRUCTIONS FOR VOTING:
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two steps” which are mentioned below:
STEP 1: ACCESS TO NSDL E-VOTING SYSTEM:
- A) Login method for e Voting for Individual Shareholders holding securities in Demat mode:
In terms of Circular dated 9[th] December, 2020 issued by the Securities and Exchange Board of India (SEBI) 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 e-mail Id in their Demat accounts in order to access e-Voting facility.
Login method for Individual Shareholders holding securities in Demat mode is given below:
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Type of Shareholders Login Method
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| Type of Shareholders Login Method |
Type of Shareholders Login Method |
Type of Shareholders Login Method |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
1. 2. 3. 4. 5. |
For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotingl ogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name 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. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.js p Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless votingexperience. |
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| Individual Shareholders holding securities in demat mode with CDSL |
1. 2. 3. 4. |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders (holding securities in Demat mode) login through their Depository Participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company’s 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 e-Voting period. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository, i.e., NSDL and CDSL:
| Login type | Helpdesk Details | |
|---|---|---|
| Individual Shareholders holding securities in demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000 |
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| Individual Shareholders holding securities in demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at Toll Free No. 1800-21-09911. |
B) Login Method for Shareholders other than Individual Shareholders holding securities in Demat Mode and Shareholders holding securities in Physical Mode:
How to log-in to NSDL e-Voting website?
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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.
Alternatively, if you are registered for NSDL e-services, 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.
- Your User ID details are given below:
| Manner of holding shares, i.e., Demat(NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL |
16 Digit Beneficiary ID For example, if your Beneficiary ID is 12**, then your user ID is 12**. |
| c) For Members holding shares in Physical Form | EVEN Number followed by Folio Number registered with the Company |
For example, if Folio Number is 001 and EVEN is 133632, then user ID is 133632001
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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 e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those Shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a. Click on “Forgot User Details/Password?” (if you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com
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b. Physical User Reset Password?” (if you are holding shares in physical mode) option available on www.evoting.nsdl.com
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c. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address, etc.
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d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM:
How to cast your vote electronically 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 exists.
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Select “EVEN” of the Company for which you wish to cast your vote during the e-Voting period. In the present case, EVEN is 133632 for Postal Ballot of Astec LifeSciences Limited.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options, i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
GENERAL GUIDELINES FOR SHAREHOLDERS:
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Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected]. Institutional Shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Authority / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details / Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Sagar S. Gudhate, Senior Manager at [email protected].
PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E-MAIL IDS FOR E-VOTING ON THE RESOLUTION SET OUT IN THIS POSTAL BALLOT 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 e-mail to Bigshare on its website (at www.bigshareonline.com).
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In case shares are held in demat mode, please provide DPID-CLID [16 digit DPID + CLID (For NSDL Demat Account) or 16 digit beneficiary ID (For CDSL Demat Account), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), Aadhar (selfattested scanned copy of Aadhar Card) to Bigshare on its website at www.bigshareonline.com. If you are an Individual Shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A), i.e., Login method for e-Voting for Individual Shareholders holding securities in demat mode.
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Alternatively, 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 the Circular dated December 9, 2020 issued by the Securities and Exchange Board of India (SEBI) 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 E-mail ID correctly in their demat account in order to access e-Voting facility.
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The last date for the receipt of duly completed Postal Ballot Forms and e-voting (i.e., Friday, 30[th] May, 2025 – 5.00 p.m. IST ) shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
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The relevant documents referred to in this Postal Ballot Notice are available for inspection by the Members. The request for inspection may please be sent on [email protected] along with the Folio No. / DP ID and Client ID.
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A Shareholder need not cast all his/her votes for the Resolution, nor does he/she require to cast all the votes in the same manner (i.e., either “For” or “Against”).
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The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out all the material facts relating to the Special Businesses mentioned in this Postal Ballot Notice is given below:
SPECIAL RESOLUTION UNDER ITEM NO. 1 :
APPOINTMENT OF MR. BURJIS NADIR GODREJ AS THE “MANAGING DIRECTOR” OF THE COMPANY FOR A TERM OF 5 (FIVE) YEARS, WITH EFFECT FROM 1[ST] APRIL, 2025, I.E., UPTO 31[ST] MARCH, 2030, WITHOUT ANY REMUNERATION PAYABLE TO HIM IN SUCH CAPACITY:
Mr. Burjis Nadir Godrej is a Non-Executive, Non-Independent Director of the Company since 25[th] July, 2022.
The Board of Directors, at its Meeting held on 28[th] March, 2025, based on the recommendation of the Nomination and Remuneration Committee made on 28[th] March, 2025, has granted approval for appointment of Mr. Burjis Nadir Godrej [Director Identification Number (DIN): 08183082] as the “Managing Director” of the Company for a term of 5 (Five) years, with effect from 1[st] April, 2025, i.e., upto 31[st] March, 2030, without any remuneration payable to him in such capacity, pursuant to the provisions of Sections 196, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force .
The Company has received consent from Mr. Burjis Nadir Godrej to act as the “Managing Director” and also declaration confirming that he is not disqualified from continuing as a Director or from being appointed as the Managing Director in terms of the Companies Act, 2013 and that no order of the Securities and Exchange Board of India (SEBI) or any other such authority has been passed against Mr. Burjis Nadir Godrej debarring him from accessing the capital markets and restraining him from holding the position of a Director in any listed company.
Mr. Burjis Nadir Godrej, in the capacity as the “Managing Director”, shall carry out such functions, exercise such powers and perform such duties as the Board shall, from time to time, determine and entrust to him and in terms of Article 130 of the Articles of Association of the Company, he shall not be liable to retire by rotation.
A brief profile / resume of Mr. Burjis Nadir Godrej in terms of Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards – 2 on “General Meetings” (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is annexed to this Notice.
The terms and conditions of appointment will be available on request at [email protected] till the conclusion of the Postal Ballot, without any fee.
Mr. Burjis Nadir Godrej is the son of Mr. Nadir Godrej, Chairman and member of the Promoter Group of the Company.
Except Mr. Burjis Nadir Godrej and his relatives (including Mr. Nadir Godrej), none of the other Directors or Key Managerial Personnel or their relatives are in any way, whether financially or otherwise, concerned or interested in the Resolution as set out in Item No. 1.
The Board recommends the Special Resolution set forth in Item No. 1 for approval of the Shareholders.
By the Order of the Board of Directors For Astec LifeSciences Limited
Sd/- Tejashree Pradhan Company Secretary & Compliance Officer (FCS 7167)
Mumbai, 28[th] March, 2025
Registered Office: “Godrej One”, 3[rd] Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra Tel. No.: 022 - 2518 8010 Fax No.: 022 - 2261 8289 Website: www.godrejastec.com E-mail: [email protected] CIN: L99999MH1994PLC076236
BRIEF RESUME OF DIRECTOR SEEKING APPOINTMENT THROUGH POSTAL BALLOT NOTICE
[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
==> picture [425 x 618] intentionally omitted <==
----- Start of picture text -----
Name of Director Mr. Burjis Nadir Godrej
Director Identification Number (DIN) 08183082
Date of Birth (DD/MM/YYYY) 14/12/1992
Age (in years) 32
Nationality Indian
Date of Appointment (DD/MM/YYYY) 25/07/2022 (As “Non-Executive, Non-
Independent Director”)
01/04/2025 (As “Managing Director”)
Percentage of Shareholding in the Company Nil
Qualification MBA from Harvard Business School
Nature of Expertise in Specific Functional Area Strategy & Business
Industry & Market Expertise
Technology Perspective
Governance, Finance & Risk
Number of Board Meetings attended during 5 (Five)
the Financial Year 2024-25
Directorships in other Listed Companies Godrej Agrovet Limited (Executive Director)
Directorships in other Companies (Excluding Godrej Cattle Genetics Private Limited
Listed Entities, Foreign Companies and Section IMC Chamber of Commerce And Industry
8 Companies)
Chairmanships / Membership of Committees in Nil
other Companies
Names of Listed Entities from which the Nil
Director has resigned in the past 3 (Three)
years
Relationships between Directors of the Mr. Burjis Nadir Godrej is the son of Mr. Nadir
Company inter-se Godrej, Chairman & Non-Executive Director of
the Company.
Brief Profile / Resume of the Director Mr. Burjis Nadir Godrej is a Non-Executive, Non-
Independent Director of the Company since 25 [th]
July, 2022.
----- End of picture text -----*
==> picture [425 x 420] intentionally omitted <==
----- Start of picture text -----
Mr. Burjis is currently “Executive Director” of
Godrej Agrovet Limited (“GAVL”), Holding
Company. His role involves evaluation of
products, synergies, technologies, business
models, geographies, consultant engagements,
customer and supplier relations and CAPEX
plans.
Mr. Burjis Godrej has completed his MBA from
Harvard Business School in 2021. He first joined
GAVL in 2017 working on new product
development in the Strategy team. His role
involved monitoring Research & Development
(R&D) activities, product quality improvement,
new product trials and innovation partnerships
with external organizations. Before joining
GAVL, he worked for Conservis Corporation, a
firm that provides software for farmers (now a
Joint Venture between RaboBank and Tellus
Corporation). His role there involved software
implementation, customer success, water
quality monitoring and sales development.
Terms and Conditions of Appointment Terms and conditions of appointment of the
Managing Director are as per the Nomination
and Remuneration Policy of the Company, as
displayed on the Company’s website, i.e.,
https://www.godrejastec.com and as per the
Resolution at Item No. 1 of this Notice read with
Explanatory Statement thereto.
Last Drawn Remuneration Not Applicable
----- End of picture text -----
-
(*) To include names of other Public Companies in which the person holds Directorship.
-
(**) To include names of other Public Companies in which the person holds Chairmanship and Membership of Committees of the Board of Directors.
==> picture [65 x 75] intentionally omitted <==
ASTEC LIFESCIENCES LIMITED
( Corporate Identity Number (CIN): L99999MH1994PLC076236) Registered Office: “Godrej One”, 3[rd] Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India Tel. No.: (022) 2518 8010; Fax No.: (022) 2261 8289 Website: www.godrejastec.com; E-mail: [email protected]
POSTAL BALLOT FORM
| 1. | Name of the First Named Member (in BLOCK LETTERS) |
|
|---|---|---|
| 2. | Registered Address of the Sole / First Named Member/Beneficial Owner |
|
| 3. | Regd. Folio No./ DP ID No. / Client ID No. (*applicable only to Members holding Equity Shares in dematerialised form) |
|
| 4. | Number of EquityShare(s)held |
I / We hereby exercise my/our vote(s) in respect of the Special Resolution to be passed by means of Postal Ballot for the Special business stated in the Postal Ballot Notice dated 28[th] March, 2025, by conveying my / our assent or dissent to the said Resolution by placing a tick mark () in the appropriate box below:
| Item No. |
Description | Number of Equity Shares for which votes cast |
I / We assent to the Resolution (FOR) |
I / We dissent to the Resolution (AGAINST) |
|
|---|---|---|---|---|---|
| 1. | Special Resolution: 1) Appointment of Mr. Burjis Nadir Godrej as the “Managing Director” of the Company for a term of 5 (five) years, with effect from 1stApril, 2025, i.e., upto 31stMarch, 2030, without any remunerationpayable to him in such capacity |
Place: Date:
______ Signature of Member / Authorised Signatory
E-VOTING PARTICULARS
| E-VOTING PARTICULARS | ||
|---|---|---|
| EVEN | USER ID | PASSWORD |
| 133632 | ||
| Cut-off date for reckoning voting rights for Postal Ballot and E- voting |
Commencement of voting by Postal Ballot and E-voting (Start Date) |
Last date of receipt of Postal Ballot and close of E-voting (End Date) |
| Friday, 25thApril, 2025 | 9.00 a.m. (IST) on Thursday,1stMay,2025 |
5.00 p.m. (IST) on Friday,30thMay,2025 |
(Please see the instructions overleaf for filling the Postal Ballot Form.)
IMPORTANT INSTRUCTIONS FOR VOTING
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Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of Members / Beneficial Owner as on Friday, 25[th] April, 2025 . A person who is not a Member as on this cut-off date should treat this notice for information purpose only. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the Members as on the cut-off date.
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For E-voting, please refer the instructions under “E-voting Instructions” in the Notice attached herewith.
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A Member may vote through electronic mode. E-voting will be available from 9.00 a.m. (IST) on Thursday, 1[st] May, 2025 upto 5.00 p.m. (IST) on Friday, 30[th] May, 2025 . Members are requested to refer to instructions for e-voting, appended to this Notice.
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Alternatively, Members may print the Postal Ballot Form and return the same duly completed and signed, so as to reach the Scrutinizer, viz., Mr. Vikas R. Chomal, Practicing Company Secretary at A / B-201, 2[nd] Floor, Manas Building, Near Mahajan Wadi, Kharkar Ali, Thane (West) – 400 601, Maharashtra, India on or before 5.00 p.m. (IST) on Friday, 30[th] May, 2025 , failing which, it will be strictly treated as if no reply has been received from the Member. The Company, in no way, would be responsible for late /non delivery of Postal Ballot Form on account of any reason whatsoever. Therefore, the Members are requested to send the duly completed Postal Ballot Form well before the last date. Postage / Courier expenses for sending such physical Postal Ballot Form to the Scrutinizer will be borne by the Members. The Members are also requested NOT to send any other paper along with the Postal Ballot Form. Any extraneous paper found with the Postal Ballot Form would be destroyed by the Scrutinizer and the Company would not act on the same.
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The Members can opt for only one mode of voting, i.e. either by Physical Postal Ballot Form or E-voting. In case Members cast their vote by Physical Postal Ballot Form and E-voting, the voting done through E-voting shall prevail and voting done by physical Postal Ballot Form will be treated as invalid.
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The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature registered with the Company). Voting Rights in a Postal Ballot cannot be exercised by a Proxy. In case of Joint Holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by a First Named Member and in his / her absence, by the next named Member. Holders of the Power of Attorney (POA) on behalf of the Members may vote on the Postal Ballot mentioning the registration number of the POA and enclosing an attested copy of the POA.
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In case of Equity Shares held by companies, trusts, societies, etc. the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution / Authority and attested specimen signature(s) of the duly authorized signatories giving requisite authorities to the person voting on the Postal Ballot Form.
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The consent must be accorded by recording the assent in the column “FOR” and dissent in the column “AGAINST” by placing a tick mark () in the appropriate box. The assent or dissent received in any other form shall not be considered valid. A Member need not use all his / her votes nor does he / she need to cast his / her votes in the same way.
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The vote(s) of a Member will be considered invalid, inter alia , on any of the following grounds:
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a. If a form other than the Postal Ballot Form issued by the Company is used;
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b. If the Postal Ballot Form has not been signed by the Member or if the Member’s signature does not tally with the specimen signature of the Company;
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c. If the Member has put a tick mark () in both the columns, that is, for ‘Assent’ and also for ‘Dissent’ to the resolution in such manner that the aggregate shares voted for ‘Assent’ and ‘Dissent’ exceed the total number of shares held;
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d. If the Postal Ballot Form is incomplete or incorrectly filled;
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e. If the Member has made any amendment to the resolution or imposed any condition while exercising his/her/their vote;
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f. If the Postal Ballot Form is received torn or defaced or mutilated or in a manner such that it is difficult for the Scrutinizer to identify either the Member or the number of votes;
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g. Any competent authority has given directions in writing to the Company to freeze the voting rights of the Members.
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The Scrutinizer’s decision on the validity of the Postal Ballot Form shall be final.
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Any query in relation to the Resolution proposed to be passed by Postal Ballot may be sent to [email protected].
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The Result of voting on the resolution will be declared within 2 (two) working days from the close of business hours on Friday, 30[th] May, 2025 , at the Registered Office of the Company and will also be displayed on the website of the Company (www.godrejastec.com) besides being communicated to the Stock Exchanges.