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Bliss GVS Pharma Limited — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
61284_rns_2026-04-09_0c296007-6997-4cc8-8ebc-a4622129e3b7.pdf
Proxy Solicitation & Information Statement
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April 09, 2026
| To The Manager, Listing Department National Stock Exchange of India Limited Plot no. C/1 G Block, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol:BLISSGVS |
To The General Manager, Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code:506197 |
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Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot
Dear Sir/Madam,
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), enclosed herewith is the Postal Ballot Notice dated April 03, 2026, along with the Explanatory Statement (“Notice”) for seeking approval of Members of the Company by way of remote e-voting process to transact the following businesses:
| Sr. No | Description |
|---|---|
| 1 | Appointment of Mr. Vijayanarayanan Mahadevan (DIN: 06639177) as a Director in the Capacity of Non-Executive and Independent Director of the Company for a term of Five Years. |
| 2 | Appointment of Mr. Deepak Rameshchandra Shah (DIN: 06954206) as a Director in the Capacity of Non-Executive and Independent Director of the Company for a term of Five Years. |
The Notice is being sent through electronic means only to those Members of the Company whose email addresses are registered with M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), the Registrar and Share Transfer Agent of the Company, Depository and whose names appear in the Register of Members / List of Beneficial Owners as on Tuesday, April 07, 2026 (“Cut-off Date”).
The voting period will commence from Friday, April 10, 2026, at 9.00 a.m. (IST) and ends on Saturday, May 09, 2026, at 5.00 p.m. (IST) . The details of businesses to be transacted are given in the attached Notice of Postal Ballot. The results of the remote e-voting will be announced on or before Tuesday, May 12, 2026.
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The Notice of Postal Ballot is also available on the website of the Company at https://www.blissgvs.com/postal-ballot
Kindly take the same on record.
Thanking you.
Yours faithfully, For Bliss GVS Pharma Limited
Digitally signed by ADITI ADITI HIMANSHU HIMANSHU BHATT BHATT Date: 2026.04.09 17:10:47 +05'30'
Aditi Bhatt Company Secretary
Encl: as above
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BLISS GVS PHARMA LIMITED
CIN: L24230MH1984PLC034771 Registered Office: 102, Hyde Park, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai, Maharashtra, 400072 Tel: 022-42160000 Website: https://www.blissgvs.com/ Email: [email protected]/[email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
Notice of Postal Ballot (“Notice”) is hereby given, pursuant to and in compliance with the provisions of Section 108 and Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular No. 14/2020 dated April 08, 2020 and subsequent circulars issued in this regard and the recent General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (collectively “MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/ P/2020/79 dated May 12, 2020 and subsequent circulars issued in this regard and the latest SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024, issued by the Securities and Exchange Board of India (collectively “SEBI Circulars”) and in compliance with the provisions of the Companies Act, 2013 and the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or reenactment thereof for the time being in force and as amended from time to time), to seek the consent of the members of Bliss GVS Pharma Limited for the resolutions set out in the Notice hereunder, proposed to be passed through postal ballot only by way of remote e-voting process (“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 Notice, is also attached.
In compliance with the MCA Circulars and SEBI Circulars, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelopes, are not being sent to the members. Notice is being sent only through electronic mode to those Members holding shares either in physical form or dematerialised form as on Tuesday, April 07, 2026 (“Cut-Off Date”)
and whose email addresses are registered with the Company/ Depositories/ Depositories Participant/MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“RTA”).
Pursuant to the Rule 22(5) of the Rules, the Board of Directors, through circular resolution, has approved the appointment of Mr. Vijay Yadav, Partner of AVS & Associates, Practicing Company Secretaries, (Membership No: FCS 11990 and Certificate of Practice No: 16806), as the scrutinizer of the Company (“Scrutinizer”) for conducting the postal ballot through e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.
In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its shareholders to cast their votes electronically, facilitated by the services of Central Depository Services (India) Limited (“CDSL”) , the appointed agency to provide the e-voting facility.
Shareholders are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this notice to cast their vote electronically. The Remote E-Voting period commences from Friday, April 10, 2026, at 09:00 a.m. Hours (IST) and end on Saturday, May 09, 2026, at 05:00 p.m. Hours (IST).
The last date of e-voting, i.e. Saturday, May 09, 2026, shall be the date on which the resolutions would be deemed to have been passed, if approved, by the requisite majority.
After the completion of scrutiny, the Scrutinizer will submit his report to the Chairman of the Board or any other person authorised by him after completion of scrutiny of the e-voting. The results of the Postal Ballot shall be declared on or before Tuesday, May 12, 2026, upon the conclusion of the e-voting. The results of the Postal Ballot will be posted on the Company’s website, viz., www.blissgvs.com, M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited (“Registrar and Share Transfer Agent”) and on the website of the e-voting agency, i.e. CDSL https://www.evotingindia.com/noticeResults.jsp. The results will also be communicated to the Stock Exchanges, viz., BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) , where the Company’s shares are listed.
ITEMS OF BUSINESSES REQUIRING CONSENT OF MEMBERS THROUGH POSTAL BALLOT
SPECIAL BUSINESSES:
ITEM NO. 1:
APPOINTMENT OF MR. VIJAYANARAYANAN MAHADEVAN (DIN: 06639177) AS A DIRECTOR IN THE CAPACITY OF NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE YEARS:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149 , read with Schedule IV, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made under the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Rules”), and the applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s), amendment(s), re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors by way of circular Resolution, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Vijayanarayanan Mahadevan (DIN: 06639177), as a Director in capacity of Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five (5) consecutive years commencing from April 03, 2026, to April 02, 2031 (both days inclusive).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
ITEM NO. 2:
APPOINTMENT OF MR. DEEPAK RAMESHCHANDRA SHAH (DIN: 06954206) AS A DIRECTOR IN THE CAPACITY OF NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE YEARS:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149 , read with Schedule IV, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made under the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Rules”), and the applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s), amendment(s), re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee, and approval of the Board of Directors by way of circular Resolution, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Deepak Rameshchandra Shah (DIN: 06954206), as a Director in capacity of Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five (5) consecutive years commencing from April 03, 2026, to April 02, 2031 (both days inclusive).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”
Date: April 03, 2026 Place: Mumbai
By Order of the Board of Directors For Bliss GVS Pharma Limited
Registered office:
102, Hyde Park, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai- 400072, Maharashtra, India CIN: L24230MH1984PLC034771 Website: www.blissgvs.com Email: [email protected]/[email protected] Tel: +91 22 42160000 Fax: +91 22 28563930
Sd/- Aditi Himanshu Bhatt Company Secretary ICSI Membership No. A38965
Notes:
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An Explanatory Statement pursuant to Sections 102 (1) and other applicable provisions of the companies Act, 2013 (“the Act”) read with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 (‘’the Rules’’), Secretarial Standard-2 on General Meetings and setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the any other Regulations are annexed to this Notice.
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In accordance with the provisions of the Act, read with the Rules made thereunder, MCA Circulars and SEBI Circulars, the Postal Ballot notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Cut-off date i.e. Tuesday, April 07, 2026. 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. A person who is not a member on the cut–off date should accordingly treat the Postal Ballot Notice as for information purposes only .
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Members may note that this Postal Ballot notice will also be available on the website of the Company at www.blissgvs.com, website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the website of Central Depository Services (India) Limited (‘CDSL’) i.e. https://www.evotingindia.com/.
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In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Rules, as amended; (ii) Regulation 44 of the SEBI Listing Regulations; (iii) Secretarial Standard-2; and (iv) MCA Circulars, the Company has provided e-Voting facility only to its shareholders/members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged the services of CDSL as the agency to provide the e-Voting facility. The instructions for the e-Voting forms part of this Notice.
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Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off Date. Only those Members whose names are appearing in the Register of Members/ Register of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes in this Postal Ballot through the remote e-voting process. A person who is not a Member of the Company as 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 non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.
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All the relevant documents will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e- voting. Members seeking to inspect such documents can send an email to [email protected] / [email protected] mentioning his / her / its folio number / DP ID and Client ID.
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The Board of Directors, by way of circular resolution, has appointed Mr. Vijay Yadav (Membership No: FCS 11990 and Certificate of Practice No: 16806), Partner of M/s. AVS & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the Postal Ballot process in a fair and transparent manner. The Scrutinizer has provided his consent to his appointment.
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After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairman of the Board or any person authorized by the Chairman. The results of the voting conducted through Postal Ballot (through the e-Voting process), along with the Scrutinizer’s Report, will be announced by the Chairman or such person as authorised, on or before Tuesday, May 12, 2026. The Results declared along with the report of Scrutinizer shall be placed on the website of the Company at www.blissgvs.com and on the website of CDSL immediately after the declaration of results by the Chairman or a person authorized by him on this behalf. The Company shall simultaneously forward the results to BSE and NSE, where the shares of the Company are listed.
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The e-voting period commences on Friday, April 10, 2026, at 9:00 A.M. (IST) and ends on Saturday, May 09, 2026, at 5:00 P.M. (IST). During this period, the Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote(s) by electronic means in the manner and process as mentioned in this Notice.
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The e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period. Once the vote is cast by the Members, the Members shall not be allowed to change it or cast the vote again.
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The resolutions, if passed by the requisite majority of Members, shall be deemed to have been passed on the last date of e-voting i.e. Saturday, May 09, 2026.
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In case of any queries, you may contact the Company at [email protected] / [email protected] at its Registered Office. Alternatively, you may contact the CDSL at [email protected] or contact at toll free no. 1800 21 09911.
13. Important instruction for members holding shares in physical form:
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a. SEBI, vide its circular no. SEBI/HO/MIRSD/ MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January, 2022 has mandated the listed company to issue the securities in dematerialised form only while processing investor service requests viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. In view of the same and to eliminate the risks associated with physical shares and to avail various benefits of dematerialisation, members are advised to dematerialise the shares held by them in physical form. Members can contact the Company at [email protected]/[email protected] or RTA at [email protected], for assistance in this regard.
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b. As per the SEBI Circular (specifically Circular No. SEBI/HO/MIRSD/MIRSD-PoD-
1/P/CIR/2023/37 dated March 16, 2023, and subsequent Master Circulars), the Company/ RTA can entertain a shareholder’s service request only upon completion of the KYC viz., PAN, contact details, bank account details and specimen signature. The service requests are required to be submitted in the format prescribed by the SEBI.
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c. Members are requested to update their email address and KYC records by submitting a duly filled and signed relevant form along with the relevant proofs in the forms uploaded on the RTA’s website at https://web.in.mpms.mufg.com/KYCdownloads.html to MUFG Intime India Private Limited, Registrar and Share Transfer Agent (RTA), Unit: Bliss GVS Pharma Limited, MUFG Intime India Private Limited, C-101, Embassy 247, LBS. Marg, Vikhroli (West), Mumbai – 400083.
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d. Members holding shares in demat form who wish to update any of the details mentioned above can contact their depository participant for the same.
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Pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 (‘IEPF Rules’), the dividend, which remains unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (‘IEPF’) established by the Central Government.
Further, as per Section 124 of the Act read with the IEPF Rules, the shares on which the dividend remains unclaimed for seven consecutive years or more are required to be transferred to IEPF. Members may visit the Company’s website at https://www.blissgvs.com/ for tracking details of any unclaimed amounts/ shares transferred. The members whose equity shares/ unclaimed dividends are transferred to the IEPF can request the Company/ RTA as per the prescribed provisions for claiming the shares/dividends out of the IEPF. In case of any query with respect to the process of IEPF claims, members are requested to write to [email protected] or [email protected].
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Pursuant to the circular issued by the Securities and Exchange Board of India (SEBI) bearing no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025, a six-month window from July 7, 2025, to January 6, 2026, was provided for re-lodgement of physical share transfer requests. Subsequently, SEBI vide its circular dated January 30, 2026, has further extended this facility by opening a ‘Special Window’ for a fresh period of one year, from February 5, 2026, to February 4, 2027, to facilitate re-lodgement of such requests. This facility is applicable only to transfer deeds that were lodged prior to April 1, 2019, and were rejected, returned, or remained unprocessed due to deficiencies. Members holding such requests may resubmit them along with the requisite documents by following the prescribed process. Upon due verification, the shares will be transferred only in dematerialised form.
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Members are informed that, pursuant to the letter dated March 27, 2026, issued by the Investor Education and Protection Fund Authority (IEPFA), a 100-day campaign titled “Saksham Niveshak” is being conducted from April 1, 2026, to July 9, 2026, to facilitate claims of unclaimed dividends. Accordingly, the Company is undertaking a special drive to assist shareholders in claiming their unclaimed dividends for FY 2018–19 onwards from the Unpaid Dividend Account, subject to completion of KYC formalities. Members are requested to write to [email protected] or [email protected] to claim their unclaimed
dividends.
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SEBI has introduced the Online Dispute Resolution (‘ODR’) portal for dispute resolution in addition to the existing SEBI Complaints Redress System (‘SCORES’) platform, which can be utilised by the investors and the Company for dispute resolution. The SMART ODR Portal can be accessed at: https://smartodr.in/login.
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The instructions relating to remote e-voting are mentioned after the explanatory statement.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (‘ACT’) READ WITH RULES MADE THEREUNDER AND CIRCULARS ISSUED THEREUNDER READ WITH SECRETARIAL STANDARD-2 ON GENERAL MEETINGS.
ITEM NO. 1:
Considering the requirement of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee (“NRC”), the Board of Directors of the Company has, by way of passing the circular resolution, approved the appointment of Mr. Vijayanarayanan Mahadevan (DIN: 06639177) as an Additional Director in capacity of Non-Executive and Independent Director of the Company for a term of five (5) consecutive years commencing from April 03, 2026 to April 02, 2031(both days inclusive), not liable to retire by rotation, subject to approval of the Members by way of Special Resolution.
In view of his extensive skills, competencies, and expertise in understanding global business dynamics, coupled with his appreciation of long-term market trends and strategic decisionmaking, and his experience in guiding and leading management teams while strengthening governance practices. The Board, based on the recommendation of the Nomination and Remuneration Committee, has considered him well suited for the role and believes that the appointment of Mr. Vijayanarayanan Mahadevan would be beneficial to the Company.
Brief Profile of Mr. Vijayanarayanan Mahadevan :
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He is a Chartered Accountant, Finance and business leader, having 35 years of industry experience in multiple organisations & geography. He has worked with the organisation like Alcon, Sandoz, Novartis, and SHV Energy.
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He is an established Business Partner with proven expertise in setting up finance functions for new businesses across manufacturing, trading, and R&D environments, consistently driving business performance through strategic financial leadership and effective project management.
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He has turned a loss-making business into a profitable and sustainable business. He has led remediation and rebuilding initiatives for organizations such as Alcon and SHV, by supporting the adoption of new business models like rebate policy, distribution models, restructuring of companies etc. and also settled finance lease and regulatory matters with government authorities.
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He has received global recognition across organizations such as Alcon, Sandoz, and Novartis. His teams have also been recognized on several occasions at APAC, international, and global levels, reflecting his strong leadership.
Pursuant to the provisions of Section 160 of the Companies Act, 2013 (“the Act”), the Company has received a notice in writing from a Member proposing the candidature of Mr. Vijayanarayanan Mahadevan for appointment as a Director in the capacity of Non-Executive and Independent Director of the Company.
The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). In terms of Regulations 25(8) of SEBI Listing Regulation, he has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
He has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164 of the Act and is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. There is no inter se relationship between him and any other member of the Board or Key Managerial Personnel of the Company. He does not hold any shares in the Company as of this date of Notice.
The Board is of the opinion that Mr. Vijayanarayanan Mahadevan fulfils the conditions specified in the Act and Rules made thereunder, read with the provisions of the SEBI Listing Regulations for his appointment as a Non-Executive and Independent Director of the Company. Mr. Mahadevan shall be paid sitting fees and reimbursement of out-of-pocket expenses at actual during his tenure. Further, the Board has taken note of and placed on record the aforesaid declarations and confirmations.
Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard-2 on General Meetings, and other applicable provisions of law are provided in “ Annexure - 1” to this Explanatory Statement.
Except Mr. Vijayanarayanan Mahadevan and his relatives, none of the Directors and/or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Special Resolution.
Accordingly, the Board recommends the Special Resolution set out at Item No. 1 of the accompanying Notice in the interests of the Company.
ITEM NO. 2:
Considering the requirement of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee (“NRC”) and the Board of Directors of the Company has, by way of passing the circular resolution, approved the appointment of Mr. Deepak Rameshchandra Shah (DIN: 06954206) as an Additional Director in capacity of Non-Executive and Independent Director of the Company for a term of five (5) consecutive years commencing from April 03, 2026 to April 02, 2031 (both days inclusive), not liable to retire by rotation, subject to approval of the Members by way of Special Resolution.
In view of his extensive experience and expertise in the fields of direct taxation, indirect taxation and audit, along with his long-standing association with leading professional bodies and his contribution to the development of tax jurisprudence and professional practice, as well as his experience in serving on corporate boards and board committees while strengthening governance practices, the Board, based on the recommendation of the Nomination and Remuneration Committee, has considered him well suited for the role and believes that the appointment of Mr. Deepak R. Shah would be beneficial to the Company.
Brief Profile of Mr. Deepak Rameshchandra Shah :
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He is a Fellow Member of the Institute of Chartered Accountants of India (ICAI) with over 36 years of extensive experience in the fields of Direct Taxation, Indirect Taxation, and Audit. He operates his professional practice from Arun Chambers, Tardeo Road, Mumbai.
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He has held several distinguished leadership positions in reputed professional bodies. He served as the President of the Bombay Chartered Accountants’ Society (BCAS) during 2012–2013 and was the Chairman of the Western Zone of the All-India Federation of Tax Practitioners (AIFTP) for the years 2018 and 2019. He has also been a Managing Council Member of AIFTP for the past six years and is currently serving as the Chairman of the Direct Taxation Committee of Bombay Chartered Accountants’ Society ( BCAS ) since July 2022.
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He served as Editor of the BCAS Referencer for 12 years until 2012 and has been an active core group member of the Chamber of Tax Consultants for over 23 years. He has authored several articles published in professional journals, including the Income Tax Review and the Journal of AIFTP. He was also a member of the research team for the publication titled “Digest of Case Laws (2003–2011) – Direct Taxes Including Allied Laws – A Tax Companion.”
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He currently serves as an Independent Director on the Boards of The Ruby Mills Limited, Marathon Nextgen Realty Limited, and Siyaram Silk Mills Limited, and is a member of the Audit Committee and other committees of these companies.
Pursuant to the provisions of Section 160 of the Companies Act, 2013 (“the Act”), the Company has received a notice in writing from a Member proposing the candidature of Deepak Rameshchandra Shah for appointment as a Director in the capacity of Non-Executive and Independent Director of the Company.
The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). In terms of Regulations 25(8) of SEBI Listing Regulation, he has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
He has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164 of the Act and is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. There is no inter se relationship between him and any other member of the Board or Key Managerial Personnel of the Company. He does not hold any shares in the Company as of this date of Notice.
The Board is of the opinion that Mr. Deepak Rameshchandra Shah fulfils the conditions specified in the Act and Rules made thereunder, read with the provisions of the SEBI Listing Regulations for his appointment as a Non-Executive and Independent Director of the Company. Mr. Shah shall be paid sitting fees and reimbursement of out-of-pocket expenses at actual during his tenure. Further, the Board has taken note of and placed on record the aforesaid declarations and confirmations.
Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard-2 on General Meetings, and other applicable provisions of law are provided in “Annexure - 1” to this Explanatory Statement.
Except Mr. Deepak Rameshchandra Shah and his relatives, none of the Directors and/or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Special Resolution.
Accordingly, the Board recommends the Special Resolution set out at Item No. 2 of the accompanying Notice in the interests of the Company.
“Annexure -1”
DISCLOSURES RELATING TO DIRECTOR PURSUANT TO REGULATION 36(3) of SEBI LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.
| Name of Director | Mr. Vijayanarayanan Mahadevan |
Mr. Deepak Rameshchandra Shah |
|---|---|---|
| DIN | 06639177 | 06954206 |
| Date of Birth & Age | April 23, 1965 (61 years) | June 04, 1964 (62 years) |
| Category | Non-Executive & Independent Director |
Non-Executive & Independent Director |
| Date of first appointment on the Board |
||
| Qualification | Chartered Accountant, ICAI | Chartered Accountant, ICAI |
| Brief Profile/Resume |
Refer to the above Explanatory Statement |
Refer to the above Explanatory Statement |
| Proposed Term | Five (5) consecutive years from the date of board approval |
Five (5) consecutive years from the date of board approval |
| Terms & Conditions of appointment and remuneration |
As per the resolution set out in the Notice read with the Explanatory Statement thereto. |
As per the resolution set out in the Notice read with the Explanatory Statement thereto. |
| Remuneration proposed to be paid, and the remuneration last drawn by such person as Director |
Proposed: As set out in the Explanatory Statement. Last Remuneration Drawn as Director: Not Applicable |
Proposed: As set out in the Explanatory Statement. Last Remuneration Drawn as Director: Not Applicable |
| Expertise, Experience, Skills and Capabilities in Specific Functional Areas Required for the Role, the Manner in which the Proposed Appointee Meets such Requirements, and Justification for Appointment |
Refer brief profile mentioned in the Explanatory Statement. |
Refer brief profile mentioned in the Explanatory Statement. |
| Number of Equity Shares held in the Company (as on date of this notice) |
Nil | Nil |
|---|---|---|
| Relationship with other Directors, Manager and other Key Managerial Personnel of the company |
None | None |
| Number of Board Meetings attended during the year 2025-26 |
Not Applicable | Not Applicable |
| Member/ Chairperson of Committees of the Company |
Nil | Nil |
| Directorships held in other companies (excluding foreign companies) |
Nil | Marathon NextGen Realty Limited Siyaram Silk Mills Limited Ruby Mills Limited |
| Listed Entities from which he has resigned as Director in past 3 years |
Nil | Nil |
| Memberships / Chairmanships of committees of other companies (excluding foreign companies) |
Nil | Marathon NextGen Realty Ltd – Chairman-Audit Committee Marathon NextGen Realty Ltd – Chairman-Nomination & Remuneration Committee Marathon NextGen Realty Ltd – Chairman-Risk Management Committee Marathon NextGen Realty Ltd – Member- Stakeholders Relationship Committee Siyaram Silk Mills Limited – Member -Audit Committee |
| Siyaram Silk Mills Limited – |
|---|
| Member - Corporate Social |
| Responsibility Committee |
| Ruby Mills Limited – Member – |
| Audit Committee |
| Ruby Mills Limited – Member – |
| Nomination & Remuneration |
| Committee |
| Ruby Mills Limited – Member – |
| Risk Management Committee |
GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING ARE AS UNDER:
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a. Remote e-voting period shall commence from Friday, April 10, 2026, at 9:00 A.M. (IST) and end on Saturday, May 09, 2026, at 05:00 p.m. (IST) (both days inclusive) . During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. Tuesday, April 07, 2026 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories/Depository Participants/RTA), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.
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b. During the remote e-voting period, Members can login at CDSL e-voting platform any number of times till they have voted on the resolution. Once the vote on 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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c. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide a remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facilities 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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d. 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 the ease and convenience of participating in the e-voting process.
Step 1 : Access through the Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
- (i) 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 Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access the e-Voting facility.
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 shareholders Login Method
Users who have opted for CDSL Easi / Easiest facility, can login
Individual Shareholders through their existing user id and password. Option will be made
holding securities in available to reach e-Voting page without any further
Demat mode with CDSL authentication. The users to login to Easi / Easiest are requested
Depository to visit cdsl website www.cdslindia.com and click on login icon &
My Easi New (Token) Tab.
) After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
) 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.
) 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 evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
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If you are already registered for NSDL IDeAS facility, please visit Individual Shareholders the e-Services website of NSDL. Open web browser by typing the holding securities in following URL: https://eservices.nsdl.com either on a Personal demat mode with NSDL Computer or on a mobile. Once the home page of e-Services is Depository launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 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. 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 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. For OTP based login you can click on https://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 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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Individual Shareholders You can also login using the login credentials of your demat
(holding securities in account through your Depository Participant registered with
demat mode) login NSDL/CDSL for e-Voting facility. After Successful login, you will be
through their able to see e-Voting option. Once you click on e-Voting option,
Depository Participants you will be redirected to NSDL/CDSL Depository site after
(DP) 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.
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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 withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 21 09911 |
| 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] 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 Remote 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
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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. |
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|---|---|
| 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 Bank Details ORDate of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
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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 resolutions contained in this Notice.
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(v) Click on the EVSN 260407001 for the Bliss GVS Pharma Limited 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 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] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .
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For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
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 toll free no. 1800 21 09911
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