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AVT Natural Products Ltd. — Proxy Solicitation & Information Statement 2025
Aug 19, 2025
61475_rns_2025-08-19_ceb55a3e-6f92-4efe-9508-96177eef6675.pdf
Proxy Solicitation & Information Statement
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AVTNPL/SE/2025-26
August 19, 2025
| The Listing Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Stock Code – 519105 |
National Stock Exchange of India Limited “Exchange Plaza” Bandra Kurla Complex, Bandra East, Mumbai - 400 051 Stock Code - AVTNPL |
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Dear Sir / Madam
Sub: Postal Ballot Notice
In compliance with regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we hereby enclose the Postal Ballot Notice for seeking approval of the members by way of Special Resolution through remote e-voting for the re-appointment of Mrs. Kavitha Vijay (DIN:01047261) as an Independent Director of the Company for second term of five years from 23[rd] September 2025 upto 22[nd] September 2030.
In compliance with MCA Circulars, the Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting is being sent only through electronic mode to those Members, whose email addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Thursday, 14[th] August 2025 (“Cut-off date”).
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide remote e-voting facilities to the Members, to enable them to cast their votes electronically. The remote e-voting shall commence on Wednesday, 20[th] August 2025 at 09:00 a.m. IST and end on Thursday, 18[th] September 2025 at 05:00 p.m. IST .
This is for your kind information and record.
Thanking you,
Yours faithfully, For AVT NATURAL PRODUCTS LIMITED
POORNACHANDRAN Digitally signed by POORNACHANDRAN MAHADEVAN MAHADEVAN Date: 2025.08.19 16:54:07 +05'30'
P. MAHADEVAN Company Secretary & Compliance Officer Membership No. F9150
Encl : as above
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AVT NATURAL PRODUCTS LIMITED Regd Office: 60, Rukmani Lakshmipathy Salai, Egmore, Chennai - 600 008. Tele. Fax: 044-28584147 E-mail: [email protected] Web: www.avtnatural.com CIN: L15142TN1986PLC012780
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)
| E-VOTING STARTS ON | E-VOTING ENDS ON |
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| August 20, 2025 at 9.00 am (IST) | September 18, 2025 at 5.00 pm (IST) |
Dear Members,
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS- 2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and various subsequent circulars issued, read with Circular No. 9/2024 dated September 19, 2024 (collectively ‘MCA Circulars’), to transact the special business as set out hereunder by passing Special Resolution by way of postal ballot, only by voting through electronic means (‘remote e-voting’).
The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolution proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations (SEBI LODR) and circulars issued thereunder is also attached.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’) for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at www.avtnatural.com
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The Board of Directors the Company has appointed Mr. V. Suresh, Senior Partner, (Membership No. FCS 2969 and CP No.6032) of M/s. V. Suresh Associates, Practising Company Secretaries, Chennai - 600 018 as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company, or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The Scrutinizer’s decision on the validity of the e-votes shall be final. The voting results will be announced within 48 hours of the conclusion of last date of the E-voting. The results so declared along with the report of the Scrutinizer shall be placed on the website of the Company www.avtnatural.com and on the website of CDSL www.evotingindia.com and also be immediately forwarded to NSE and BSE Limited, where the shares of the Company are listed.
Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on September 18, 2025 . The remote e-voting facility will be disabled by CDSL immediately thereafter.
SPECIAL BUSINESS
RE-APPOINTMENT OF MRS. KAVITHA VIJAY (DIN:01047261) AS AN INDEPENDENT DIRECTOR
To consider and, if thought fit, to pass the following Resolution as a SPECIAL RESOLUTION :
RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) , read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Rules’) (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) , as amended from time to time, Mrs. Kavitha Vijay (DIN: 01047261), who was appointed as an Independent Director for a term five consecutive years i.e upto 22[nd] September 2025 by the members at the 34[th] Annual General Meeting of the Company and who is eligible for re-appointment and meets the criteria for independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing with effect from 23[rd] September 2025 up to 22[nd] September 2030 (both days inclusive).
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RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
By order of the Board For AVT Natural Products Limited Place : Chennai P Mahadevan Date : August 13, 2025 Company Secretary & Compliance Officer
Registered office : 60, Rukmani Lakshmipathy Salai, Egmore, Chennai – 600 008
Notes:
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The Explanatory Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice. Details pursuant to Regulation 36(3) of Listing Regulations and SS-2, in respect of Director seeking re-appointment as Independent Director forms part of this Notice.
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In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Thursday, August 14, 2025 ( “Cut-Off Date” ) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot.
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Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to nonregistration of their email addresses with the Company/ RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.
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Pursuant to the provisions of Section 108 and Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically. For this purpose, the Company has availed the services of Central Depository Services (India) Limited (“CDSL”) for facilitating e-voting to enable the Members to cast their votes electronically. Instructions for the process to be followed for e-voting are annexed to this Postal Ballot Notice.
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The remote e-voting shall commence on August 20, 2025, at 9:00 a.m. (IST) and shall end on September 18, 2025, at 5:00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.
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The voting rights for the Shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them.
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The Company has appointed Mr. V. Suresh, Senior Partner, (Membership No. FCS 2969 and CP No.6032) of M/s. V. Suresh Associates, Practising Company Secretaries, Chennai - 600 018 to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.
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Institutional investors are encouraged to vote on the Postal Ballot. Corporate Members are required to send a scanned copy (PDF/JPG Format) of the Authority Letter authorising its representatives to vote for the postal ballot on its behalf. The said Authority Letter shall be sent to the Scrutiniser by email through its registered email address to [email protected] with a copy marked to CDSL on [email protected].
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The resolution, if approved, shall be deemed to have been passed on the last date of voting, i.e., September 18, 2025. All documents referred to in the Notice will be available for inspection by the Members of the Company at the Company’s Registered Office on all working days during normal business hours from the date of despatch of Postal Ballot Notice and up to the date of closure of Postal Ballot. In electronic mode until the last date of voting. Members seeking to inspect such documents can send an email to [email protected].
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The Scrutinizer will submit his report to the Chairman of the Company, or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting.
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Members who have not registered/updated their e-mail IDs so far are requested to register/update the same to get all notices, communiques, etc. from the Company, electronically, as per the following procedure:
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Physical Holding Kindly submit Form ISR-1 to update PAN, Postal Address with PIN, Email Address & Mobile Number including demat and bank account details. Form ISR-1 is available on the website of the Company. You are requested to forward the duly filled-in documents along with the related proofs as mentioned in the form to the following address: M/s Cameo Corporate Services Limited. Subramanian Building #1, Club House Road, Chennai 600 002 - India. Ph: 044- 28460390 to 95 Email: [email protected]
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Demat Holding Contact respective Depository Participant(s)
12. INSTRUCTIONS FOR E-VOTING :
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(i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
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(ii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
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(iii) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
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Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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(v) Pursuant to aforesaid SEBI Circular Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
Individual
available to reach e-Voting page without any further authentication. The
Shareholders
users to login to Easi / Easiest are requested to visit cdsl website
holding
www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
securities in
Demat mode 2) After successful login the Easi / Easiest user will be able to see the e-
with CDSL Voting option for eligible companies where the evoting is in progress as
Depository per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’
website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at cdsl website www.cdslindia.com and click on login & My
Easi New (Token) Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see
the e-Voting option where the e-voting is in progress and also able to
directly access the system of all e-Voting Service Providers.
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1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following
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Individual URL: https://eservices.nsdl.com either on a Personal Computer or on a
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Shareholders mobile. Once the home page of e-Services is launched, click on the
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holding “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
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securities in section. A new screen will open. You will have to enter your User ID and
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demat mode Password. After successful authentication, you will be able to see e-
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with NSDL Voting services. Click on “Access to e-Voting” under e-Voting services
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Depository and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.
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2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
| 4) | For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.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 oncompany name or e-Voting service provider nameand you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting. |
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| Individual Shareholders (holding |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting |
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| securities in demat mode) login through theirDepository Participants (DP) |
option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(i) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as Bank recorded in your demat account or in the company records in order to login. Details If both the details are not recorded with the depository or company, OR Date please enter the member id / folio number in the Dividend Bank details of Birth field. (DOB)
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(ii) After entering these details appropriately, click on “SUBMIT” tab.
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(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. 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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(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.
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(v) Click on the EVSN for the relevant on which you choose to vote.
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(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as
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desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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(xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xiii) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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- Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
CDSL : All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no.1800 21 09911
NSDL : In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi M at [email protected]
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EXPLANATORY STATEMENT [Pursuant to Sections 102(1) and 110 of the Companies Act, 2013 (‘Act’)]
The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:
Mrs. Kavitha Vijay (DIN: 01047261) was appointed as a Non-Executive Independent Director of the Company by the Members at the 34[th] Annual General Meeting held on 23[rd] September 2020.
Kavitha Vijay is the Senior Partner of Universal Legal, a full-service law firm based in Chennai carrying on business under the merged brand name 'Chugh Universal Legal, Advocates & Solicitors' and presently having pan-lndia offices in Ahmedabad, Bengaluru, New Delhi, and. Chandigarh. Prior to this, she was working at a reputed law firm in Mumbai, Crawford Bayley & Co, under the partner, Mr. Suresh. N. Talwar and has also interned with the retired Justice Mrs. Prabha Sridevan during her practice as an attorney in the Tamil Nadu courts.
Her experience pans over 20+ years and has been leading the Chennai office since 2010. Kavitha Vijay works primarily on mergers, acquisitions, private equity investments and joint ventures. She has also been a key player in starting the microfinance practice in the Firm and has been actively engaged in advising many nonbanking financial companies and micro finance companies with regulatory compliances, structuring of loan documentations, besides assisting them raise capital. Her other practice areas involve infrastructure and media & entertainment, besides general corporate law and advisory services.
The Board of Directors of the Company, upon the recommendations of the Nomination and Remuneration Committee, at its meeting held on 13[th] August 2025, had recommended the continuance of Directorship of Mrs. Kavitha Vijay as NonExecutive Independent Director of the Company for the Second term of five consecutive years effective from 23[rd] September 2025 to 22[nd] September 2030 (both dates inclusive), not liable to retire by rotation.
The Company has received notice in writing under the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing the candidature of Mrs. Kavitha Vijay for the office of Director. Mrs. Kavitha Vijay is not disqualified as Director in terms of Section 164 of the Companies Act, 2013. The Company has also received declarations from Mrs. Kavitha Vijay that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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In the opinion of the Board, Mrs. Kavitha Vijay fulfils the conditions specified under the Act read with Rules thereunder and the SEBI Listing Regulations for her appointment as Independent Director of the Company and she is independent of the Management. Having regard to the qualifications, skill, experience, capabilities and knowledge, the Board considers that her association would be of immense benefit to the Company and hence, it is desirable to re-appoint her as an Independent Director.
The disclosure required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (“SS-2”) is provided as Annexure to this Notice.
The Board recommends the Special Resolution set out in the Notice for approval by the Members of the Company.
None of the Directors or Key Managerial Personnel or their relatives, except Mrs. Kavitha Vijay, are in any way concerned or interested in the proposed resolution as set out in the Notice.
By order of the Board For AVT Natural Products Limited Place : Chennai P Mahadevan Date : August 13, 2025 Company Secretary & Compliance Officer
Registered office : 60, Rukmani Lakshmipathy Salai, Egmore, Chennai – 600 008
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Annexure
Disclosure under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings
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Name Mrs. Kavitha Vijay
Director Identification Number 01047261
Age 51 years
Date of Birth September 14, 1974
Nationality Indian
Date of appointment on the 23.09.2020
Board
Qualification B.Sc. LLB
Expertise in specific functional She has more than 20 years of experience and
areas expertise in handling Corporate Law matters in varied
Industry verticals
Relationship between She is not related to any other Directors, Manager and
Directors, other Key Managerial Personnel of the Company.
Manager and other Key
Managerial Personnel
Terms and conditions of Re-appointment as an Independent Director for a
appointment or re-appointment second consecutive term of five years commencing
from 23 [rd] September 2025 up to 22 [nd] September
2030, not liable to retire by rotation.
Remuneration Sitting Fee of Rs.3.25 lakhs paid during the financial
year 2024-2025
No. of meetings of the Board In financial year 2024-25 – 5 out of 5 meetings
attended during the year
Directorships held in other M/s. A.V. Thomas and Company Limited
Companies (excluding Foreign M/s. Neelamalai Agro Industries Limited
Companies) M/s. Saksoft Limited
M/s. Abhinava Rizel Private Limited
M/s. Metacomp Technologies Private Limited
Kodaikanal International School
(Section 8 Company)
M/s. A.V. Thomas and Company Limited
Committee position held in Audit Committee – Member
other companies Nomination & Remuneration Committee – Member
M/s. Saksoft Limited
Audit Committee – Member
Risk Management Committee – Member
Nomination & Remuneration Committee – Member
M/s. Neelamalai Agro Industries Limited
Audit Committee – Member
Resignation from Listed None
Entities in past three years
Number of shares held in the Nil
company
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