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Calcom Vision Ltd. — AGM Information 2025
Sep 8, 2025
60691_rns_2025-09-08_0693cbff-59a5-4ae6-bead-234bdcd961c1.pdf
AGM Information
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To
08.09.2025
BSE Limited
Corporate Relationship Department Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai -400 001
Dear Sir/Madam,
Sub : Notice of 40th Annual General Meeting and intimation of cut-off date
Pursuant to the provisions of Regulations 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, please take note of the following:
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Please find enclosed herewith a copy of the Notice convening 40th Annual General Meeting (AGM) of the Company scheduled to be held on Tuesday, September 30, 2025, at 12:30 P.M. through Video Conferencing (VC)/ Other Audiovisual Means (OAVM), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
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In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide the Members, facility to exercise their right to vote at the 40th AGM by electronic means and the business mentioned in the AGM Notice may be transacted through e-voting services provided by National Securities Depository Limited (NSDL).
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The Company has fixed September 23, 2025 as the “cut-off date” for ascertaining the names of the Members, holding shares either in physical form or in dematerialized form, who will be entitled to cast their votes electronically during September 27, 2025 (09:00 A.M.) to September 29, 2025 (5:00 P.M.), and also during AGM in respect of businesses to be transacted at the aforesaid AGM.
Submitted for your kind reference and records.
Thanking You,
Yours Faithfully,
For Calcom Vision Limited
Rakhi Digitally signed by Rakhi Sharma Sharma Date: 2025.09.08 22:10:58 +05'30'
Rakhi Sharma
Company Secretary & Compliance Officer Enclosed: A/a
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Annual Report 2024-25
Notice of Annual General Meeting
Notice is hereby given that the 40th ANNUAL GENERAL MEETING of the members of CALCOM VISION LIMITED will be held as per below mentioned schedule:
Day: Tuesday Date: September 30, 2025
Time: 12:30 P.M.
Through two-way Video Conferencing (“VC”) or Other Audio - Visual Means (“OAVM”) to transact the following businesses:
ORDINARY BUSINESS:
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To receive, consider and adopt:
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a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon; and
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b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of the Auditors thereon.
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To appoint Mr. Abhishek Malik (DIN: 00085220), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, who being eligible, offers himself for re-appointment.
Special Business:
3. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution for Ratification of Remuneration payable to Cost Auditors.
“ RESOLVED that pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), the remuneration of H 50,000/- plus applicable taxes and out-of-pocket expenses in connection with the cost audit, payable to M/s Neeraj Sharma and Co., Cost Accountants (Firm Registration Number 100466), the Cost Auditors for the financial year 2025-26, as approved by the Board on the recommendation of the Audit Committee, be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors and Ms. Rakhi Sharma, Company Secretary of the company, be and are hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.”
4. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution for Appointment of Secretarial Auditors.
“ RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Audit Committee and Board of Directors of the Company, M/s. Dinkar Sharma & Associates, Peer Reviewed Practicing Company Secretaries (Firm Unique Code: S2024UP980300), be and is hereby appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for a term of 5 (five) Financial Years i.e. from FY 2025-26 to 2029-30, at such fees plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.
RESOLVED FURTHER THAT the Board of Directors and Ms. Rakhi Sharma, Company Secretary of the Company 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.”
5. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution for Increase in Authorised Share Capital and consequent alteration of the capital clause in the Memorandum of Association of the Company.
“ RESOLVED THAT pursuant to the provisions of Sections 13, 61(1), 64 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of Memorandum of Association and the Articles of Association of the Company, the provisions of the uniform listing agreement entered into with the BSE Limited where the shares of the Company are listed (“Stock Exchange”), by the Company; and such other statutes, laws, rules, regulations, guidelines, circulars, directions, notifications and clarifications as applicable from time to time and subject to such other consent(s), permission(s), sanction(s), if any, as may be required from the Stock Exchange or any other authority under any other applicable law for the time being in force , the authorized share capital be and is hereby increased to H 20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores only) Equity Shares of H 10/- (Rupees Ten only) each by creation of additional 50,00,000 (Fifty Lakh) Equity Shares of H 10/- (Rupees Ten Only) each.
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Calcom Vision Limited
RESOLVED FURTHER THAT pursuant to the provisions of Sections 13, 61 and 64 and other applicable provisions of the Companies Act, and rules made there under (including any statutory modification or re-enactment thereof for the time being in force), the existing Clause V of the Memorandum of Association of the Company be and is hereby replaced with the following new Clause V:
“V. The Authorized Share Capital of the Company is 20,00,00,000 (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores only) Equity Shares of 10/(Rupees Ten only) each.”
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company and the Company Secretary of the Company, be and are hereby severally authorised to take such steps and to do and perform all such acts, deeds, matters and things and make, sign and file such applications/ forms with Registrar of Companies and/ or any other statutory authorities as may be required and accept any alteration(s) or modification(s) as may be necessary for the purpose of giving effect to the aforesaid resolutions and for matters connected therewith or incidental thereto or to settle any question or difficulty that may arise in this regard, in such manner as they may deem fit.”
6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution for Re-appointment of Mr. Abhishek Malik (DIN: 00085220), Whole time director of the company.
“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 or such other applicable regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and approvals as may be required and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors, consent of the Members of the Company be and is hereby accorded to re-appoint Mr. Abhishek Malik (DIN: 00085220), aged 39 Years, as Executive Whole-time Director of the Company, liable to retire by rotation for a further period of 5 (five) years with effect from February 1, 2026 till January 31, 2031.
RESOLVED FURTHER THAT the remuneration payable to Mr. Abhishek Malik for a period of 3 years with effect from February 1, 2026 till January 31, 2029 shall be as detailed below:
Basic Salary: H 24,00,000/- per annum
Perquisites & Allowances:
House Rent Allowance: H 12,00,000/- per annum
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Conveyance Allowance: H 12,00,000/- per annum
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Special Management Allowance: H 24,00,000/- per annum
Other Benefits: As per Company Policy
RESOLVED FURTHER THAT the following shall not be included in the aforesaid limit:
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a) Contribution to Provident Fund, superannuation fund as laid down in the respective rules;
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b) Encashment of unavailed leave and other benefits as per Rules of the Company.
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c) Performance linked commission payable to Executive Directors (being approved separately)
RESOLVED FURTHER THAT the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, be and is hereby authorised to alter, amend, vary the terms and conditions of appointment including remuneration as may be agreed between the Board of Directors and Mr. Abhishek Malik, Whole time Director within the aforesaid limits.
RESOLVED FURTHER THAT the aforesaid remuneration payable to Mr. Abhishek Malik, shall be treated as minimum remuneration by way of salary, allowances, perquisites and other benefits subject to the provision of Schedule V of the act and subject to necessary approvals, if any.
RESOLVED FURTHER THAT any one of the Directors or Ms. Rakhi Sharma, Company Secretary of the Company be and are hereby severally authorized to file relevant forms with the Registrar of Companies and to do such other acts, deed and things as may be considered necessary in connection with the above appointment.”
7. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution for Re-Appointment of Ms. Parvathy Venkatesh (DIN: 00414603) as an Independent Director of the Company for the second term of 5 years.
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with
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Schedule IV thereto and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for the reappointment of Ms. Parvathy Venkatesh (DIN: 00414603) as a Non-Executive Independent Director of the Company, for a second term of five (5) consecutive years with effect from May 28, 2026 to May 27, 2031, not liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors hereby confirms that Ms. Parvathy Venkatesh has submitted her consent and declarations of independence as required under Section 149(6) of the Act and Regulation 16(1)
(b) of SEBI LODR and that, in the opinion of the Board, she meets the criteria of independence as laid down in the Act and SEBI LODR for her re-appointment as an Independent Director.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 197 of the Act read with the applicable rules made thereunder, Ms. Parvathy Venkatesh shall be entitled to receive sitting fees for attending meetings of the Board and/or Committees thereof, as may be approved by the Board of Directors from time to time, in her capacity as a Non-Executive Independent Director.
RESOLVED FURTHER THAT Mr. Sushil Kumar Malik, Chairman & Managing Director, or Ms. Rakhi Sharma, Company Secretary, of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution.”
By order of the Board For Calcom Vision Limited
Place: Greater Noida Date: 28 August, 2025
Rakhi Sharma Company Secretary M. No. A72812
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Calcom Vision Limited
General instructions for accessing and participating in the 40th AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting
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Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM.
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Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
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The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is
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providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https://calcomindia.com/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
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AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period begins on September 27, 2025 at 09:00 A.M. and ends on September 29, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. September 23, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 23, 2025.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.
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Annual Report 2024-25
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of
Login Method
shareholders
Individual 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/
Shareholders evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification
holding securities code and generate OTP. Enter the OTP received on registered email id/mobile number and click
in demat mode on login. After successful authentication, you will be redirected to NSDL Depository site wherein
with NSDL you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either
on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial
Owner ” icon under “ Login ” which is available under ‘ IDeAS ’ section, this will prompt you to
enter your existing User ID and Password. After successful authentication, you will be able to
see e-Voting services under Value added services. Click on “ Access to e-Voting ” under e-Voting
services and you will be able to see e-Voting page. Click on company name or e-Voting service
provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices. nsdl.com. Select “ Register Online for IDeAS Portal ” or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 sixteendigit 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user Shareholders id and password. Option will be made available to reach e-Voting page without any further holding securities authentication. The users to login Easi /Easiest are requested to visit CDSL website www. in demat mode cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my with CDSL easi username & password.
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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.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Type of
Login Method
shareholders
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| Type of shareholders |
Login Method |
|---|---|
| 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 evotingis inprogress and able to directlyaccess the system of all e-VotingService Providers. |
|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comor contact at toll free no. 1800-21-09911 |
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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
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How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
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Manner of holding shares i.e. Demat (NSDL
Your User ID is:
or CDSL) or Physical
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| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
|---|---|
| b) For Members who hold shares in demat account with CDSL.. |
16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Annual Report 2024-25
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’, and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.
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b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3rd Floor,
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Calcom Vision Limited
Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051 at the designated email address: [email protected] or at telephone no. 022- 48867000.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Corp.compliance@ calcomindia.com.
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] . If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: -
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
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Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “ Join meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at Corp.compliance@ calcomindia.com. The same will be replied by the company suitably.
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
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If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
192
Annual Report 2024-25
Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement), 2015 the brief profile of Directors eligible for appointment/re-appointment vide no 6 & 7 are as follows:
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S. Mr. Abhishek Malik Ms. Parvathy Venkatesh
Particulars
No. Whole Time Director Independent Director
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| 1 | DIN | 00085220 | 00414603 |
|---|---|---|---|
| 2 | Nationality | Indian | Indian |
| 3 | Date of Birth | November 12,1985 | April 16,1970 |
| 4 | Date of First Appointment on the Board of Directors of the Company |
August 11, 2018 | May 28, 2021 |
| 5 | Date of Proposed Re- Appointment |
February 1, 2026 | May 28, 2026 |
| 6 | Qualification | Graduate from University of Macquarie, Australia & Post graduation from IE Business School,Madrid. |
[B.Com (H), FCMA, FCMA (USA) |
| 7 | Experience & Expertise | He has overall 15 Years’ of experience in domains of Consulting, Manufacturing & service industry. |
Ms. Parvathy Venkatesh is a partner at Ramanath Iyer & Co., Cost Accountants, and has a professional experience of around 25 Years in Cost Audits, Consulting, Internal Audit and system implementation across various Industries which include textile, cement, automobiles, consumer electronics etc. |
| 8 | Names of Listed Entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past threeyears |
Nil | Nil |
| 9 | Shareholding of Independent director |
NA | 0.02% |
| 10 | Disclosure of relationships between directors inter-se |
Mr. Abhishek Malik is part of the promoter family and is related to the following director of the Company: Mr. S K Malik - Father of Mr. Abhishek Malik |
Not Related |
| 11 | Skills and Capabilities | Strategic Leadership, Business Development, Operational excellence etc. |
Finance & Cost Management, Corporate Governance & Compliance, Risk Management, Strategic Advisory, Independent Oversight, Leadership & Mentorship |
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Calcom Vision Limited
Explanatory Statement
(Pursuant to section 102 of the Companies Act, 2013)
Item No. 3: Ordinary Resolution
Pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended till date, the Company is required to conduct audit of its cost records by a Cost Accountant in Practice, as specified under the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors of the Company has, on recommendation of the Audit Committee, appointed M/s Neeraj Sharma and Co., Cost Accountants (Firm Registration Number 100466) as the Cost Auditors of the Company for the Financial Year ending March 31, 2026 at a remuneration of H 50,000/- plus applicable taxes and reimbursement of out-of-pocket expenses.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the Members of the Company.
The proposal is accordingly recommended by the Board for approval/ratification by the Members by means of an Ordinary Resolution.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the resolution.
Item No. 4: Ordinary Resolution
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors of the Company has, on recommendation of the Audit Committee, appointed M/s Dinkar Sharma & Associates, Peer Reviewed Practicing Company Secretary (Firm Unique Code: S2024UP980300) as the Secretarial Auditors of the Company for Five (5) Financial Years i.e. from 2025-26 to 2029-30 at such remuneration as may be decided by the Board of Director.
The proposal is accordingly recommended by the Board for approval of the Members by means of an Ordinary Resolution.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the resolution.
Pursuant to section 13, 61 and 64 of Companies Act, 2013, Clause V of the Memorandum of Association is proposed to be altered to reflect the revised Authorised Share Capital.
None of the Directors, Key Managerial Personnel or their relatives are concerned or interested in the resolution except to the extent of their shareholding, if any.
The Board recommends the resolution at Item No. 5 for approval of members as an Ordinary Resolution.
Item No. 6: Special Resolution
The members are informed that the present term of office of Mr. Abhishek Malik (DIN: 00085220), Whole-Time Director of the Company, will expire on 31st January, 2026. Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, it is hereby placed before the members of the Company to approve the re-appointment of Mr. Abhishek Malik as Whole-Time Director of the Company for a further term of five (5) years commencing from 1st February, 2026 to 31st January, 2031.
Mr. Abhishek Malik has been associated with the Company in a leadership capacity and has contributed significantly towards the growth of the Company, especially in business development, customer relationships, and operational efficiency. He possesses rich experience in the electronics and lighting industry and provides strategic direction to the Company’s domestic and international expansion.
In terms of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, approval of the members is required for the said reappointment. The remuneration proposed to be paid to him is H 72,00,000 (Rupees Seventy-Two Lakhs only) per annum, payable in such manner as may be agreed between the Board and Mr. Malik, subject to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Abhishek Malik and his relatives, to the extent of their shareholding, if any, in the Company and Mr. Sushil Kumar Malik are deemed to be interested / concerned in the resolution set out at item no. 6 of the Notice. Save and except the above, none of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution.
Item No. 7: Special Resolution
Item No. 5: Ordinary Resolution
The Authorised Share Capital of the Company is presently H 15,00,00,000/- divided into 1,50,00,000 Equity Shares of H 10/each. To facilitate future fund raising and business expansion, it is proposed to increase the Authorised Share Capital of the Company to H 20,00,00,000/- divided into 2,00,00,000 Equity Shares of H 10/- each, by creation of additional 50,00,000 Equity Shares of H 10/- each.
The members are informed that Ms. Parvathy Venkatesh (DIN: 00414603) was appointed as an Independent Director of the Company for her first term of five (5) years with effect from 28th May, 2021 to 27th May, 2026, in accordance with the provisions of Section 149 of the Companies Act, 2013. Her present term shall accordingly expire on 27th May, 2026.
194
Annual Report 2024-25
Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the proposal for re-appointment of Ms. Parvathy Venkatesh as an Independent Director of the Company for a second term of five (5) consecutive years commencing from 28th May, 2026 to 27th May, 2031 is placed before the members by way of a Special Resolution.
Ms. Venkatesh has submitted a declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, experience, knowledge and independence of judgment to discharge her duties effectively as an Independent Director.
The Board considers that the continued association of Ms. Venkatesh would be beneficial to the Company, given her expertise as a Cost Accountant and her experience in finance, governance, and risk management. Accordingly, the Board recommends passing of the resolution set out in the Notice as a Special Resolution.
Except for Ms. Parvathy Venkatesh and/or his relatives, no other Directors, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
By order of the Board For Calcom Vision Limited
Place: Greater Noida Date: 28 August, 2025
Rakhi Sharma Company Secretary M. No. A72812
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