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Chrome Silicon Limited — Proxy Solicitation & Information Statement 2024
Feb 27, 2024
60274_rns_2024-02-27_b5151951-07ec-4130-a69f-c07028fcf332.pdf
Proxy Solicitation & Information Statement
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CHROME SILICON LIMITED
(Formerly known as VBC Ferro Alloys Ltd)
CSL / SEC / 2023/ The Bombay Stock Exchange Limited Floor 25, P J Towers Dalal Street MUMBAI – 400 001.
27[th] February 2024
Dear Sir/Madam,
Sub: 1. Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-reg
- Scrip Code:513005
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Postal Ballot Notice dated 12[th] February 2024 being sent to Members of the Company for seeking their approval by Postal Ballot through e-voting only, to the following Special Businesses:
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SI.
Description of Resolution Type of Resolution
No.
1. Appointment of Mrs. M. Sri Mani (DIN:1229624) as Non-Executive Ordinary
Non-Independent Director of the Company Resolution
To take note of certificate from practicing chartered accountant
regarding the Disclosure of conditions laid down in Regulation 45 (1)
2 Special Resolution
of SEBI (Listing Obligations and Requirements) Regulations, 2015
and to ratify the omission
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The Company has engaged the services of CDSL for providing remote e-voting facility to all the members. The e-voting facility will be available during the following period:
Commencement of e-voting: 9:00 am on Wednesday the 28[th] February, 2024 End of e-voting: 5:00 pm on Thursday the 28[th] March, 2024
The Postal Ballot Notice will also be available at the company website www.vbcfal.in
This is for your information and records. Thanking You, Yours faithfully for Chrome Silicon Limited
VENKATESWA Digitally signed by VENKATESWARA RAO RA RAO PALADUGU P.V. Rao Date: 2024.02.27 Whole-Time Director PALADUGU 14:18:14 +05'30'
OFFICE: 6-2-913/914, 3rd Floor, Progressive Towers, Khairatabad, Hyderabad - 500 004, Telangana, India. Tel: +91 40 23301200/1230, Mail: [email protected] / [email protected], Web: www.vbcfal.in,
FACTORY: Rudraram Village, Patancheru Mandal, Sangareddy District, 502 329, Telangana State, India Tel: +91 8455 221802/4/5/6, Mail: [email protected] / [email protected]
CIN: L27101TG1981PLC003223
Chrome SiliCon limited
CHROME SILICON LIMITED
(Formerly Known as VBC Ferro Alloys Limited)
(CIN: L27101TG1981PLC003223)
Regd. Off: 6-2-913/914, Third Floor, Progressive Towers, Khairatabad, Hyderabad – 500 004. Tel +91 40 23301200/1230, E-mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]
NOTICE is hereby given to the members of Chrome Silicon Limited (Formery known as VBC Ferro Alloys Limited) pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, (collectively the ‘MCA Circulars’), to transact the special business as set out hereunder by passing Resolutions by way of postal ballot only, by voting through electronic means (‘remote e-Voting’).
In compliance with the MCA Circulars, Chrome Silicon Limited (‘Company/Chrome Silicon’) is sending this Notice ONLY in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-Voting system. The detailed procedure for remote e-Voting forms part of the ‘Notes’ section to this Notice.
Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof (‘Statement’) is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.
The Board of Directors of the Company (the “Board”) has appointed Shri A.J. Sharma, (Membership No.F2120), Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process and to conduct the Postal Ballot in a fair and transparent manner. He communicated his willingness to be appointed and will be available for the said purpose.
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In compliance with Regulation 44 of the Securities & Exchange Board of India (Listing Obligations &Disclosure Requirements) Regulations, 2015 and Section 108 and other applicable provisions of the Act read with the Rules, the Company is pleased to provide e-voting facility to enable the shareholders of the Company to cast their votes electronically, instead of Postal Ballot Form. The reasons for not enclosing the Postal Ballot form have already been explained in the foregoing paras. Members (whether holding shares in demat form or in physical form) are requested to cast their votes by E-voting. The Company has engaged the services of Central Depository Services (India) Ltd. (“CDSL”), for the purpose of providing e-voting facility to all its members.
Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice and cast their votes from 9.00 a.m. on Wednesday, 28[th] February 2024 and not later than 5:00 p.m. on Thursday, March 28, 2024.
The Scrutinizer will submit his report to the Chairman or Whole-Time Director or any other Director of the Company or Company Secretary of the Company as authorized by the Board, if any, upon completion of scrutiny of e-Voting in a fair and transparent manner and the results will be announced on or before Saturday, March 30, 2024, at the Company’s Registered Office. The result of the Postal Ballot will also be displayed at the said address and posted on the Company’s website www.vbcfal.in , besides communicating to the Stock Exchange viz. BSE Limited.
SPECIAL BUSINESS:
1. Induction of Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules made thereunder Mrs. M. Sri Mani (DIN No. 01229624), who has been appointed as an Additional Director w.e.f. 23[rd] January 2024 and who ceases to hold office at the commencement of the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013, be and is hereby appointed as a NonExecutive Director of the Company retiring by rotation.”
“RESOLVED FURTHER THAT the Board is hereby authorized to take all necessary steps as may be necessary to give effect to the above resolution including filing of all such necessary documents as may be required in this regard.”
2. To take note of certificate from practicing chartered accountant regarding the Disclosure of conditions laid down in Regulation 45 (1) of SEBI (Listing Obligations and Requirements) Regulations, 2015 and to ratify the omission.
To consider and, if thought fit, pass the following resolution as a Special Resolution:
“RESOLVED THAT further to approval of members obtained by the Company by way of Extra Ordinary General Meeting held on 30[th] November 2023 for change in the name of Company from VBC Ferro Alloys Limited to Chrome Silicon Limited pursuant to Regulation 45 (3) of the SEBI (Listing Obligations and
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Disclosure Requirements) Regulations, 2015, including amendments thereunder (hereinafter referred as “SEBI LODR”), a certificate obtained from M/s Pavuluri & Co, practicing Chartered Accountant (Registration no. 012194S) certifying fulfilling of the conditions for change in name of the Company as laid down in in Regulation 45 (1) of Securities of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (SEBI LODR) be and is hereby considered and taken on record and the omission to place the certificate, from Practicing Chartered Accountant, before the members is condoned and the action ratified.”
By and on behalf of the Board of Directors For Chrome Silicon Limited Date: 12-02-2024 Sd/Place: Hyderabad P.V. Rao Whole-Time Director DIN No. 00149599
NOTES:
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The explanatory statement pursuant to Section 102 of the Companies Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions, setting out material facts and reasons in relation to the proposed businesses are mentioned in Item No.1 to Item No. 2.
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In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/Venture Capital & Corporate Investments Pvt Ltd, the Company’s Registrar and Transfer Agent (‘RTA’), as on Saturday, February 24, 2024 (‘CutOff Date’) and whose e-mail addresses are registered with the Company/ RTA/ Depositories / Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.
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Members may note that this Notice also will be available on the Company’s website, www.vbcfal.in and on the website of Central Depository Services (India) Ltd. (“CDSL”), www.evotingindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.
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In compliance with the provisions of Sections 108 and 110 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides the Members the facility to exercise their right to vote by electronic means through e-voting services provided by CDSL and the business may be transacted through such voting only. The instructions for e-voting are annexed to this Notice. The e-voting period shall commence on Wednesday, 28[th] February 2024 from 09.00 a.m. (IST) and shall end on Thursday, March 28, 2024 at 05:00 p.m. (IST). E-voting shall not be allowed beyond the said date and time.
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The Board of Directors of the Company (“the Board”), have appointed Shri A.J. Sharma, (Membership No.F2120), Practicing Company Secretary as the Scrutinizer, for conducting the said Postal Ballot through remote e-voting process in a fair and transparent manner.
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All documents referred to in this Notice will be available for inspection electronically until the last date of e-Voting. Shareholders seeking to inspect such documents can send an email to vbcfalhyd@ gmail.com .
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The Notice has also been placed on Company’s website: www.vbcfal.in and CDSL’s e-voting website i.e., www.evotingindia.com and will also be available on the website of stock exchange i.e.,www.bseindia.com.
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In case the shareholder has not registered his/her/their email addresses with the Company / its RTA / Depositories and or not updated the Bank Account mandate for receipt of dividend, in the following instructions to be followed:
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Members are requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holding with the Company’s RTA, Venture Capital and Corporate Investments Private Limited at “AURUM”, Door No.4-50/P-II/57/4F & 5F, Plot No.57, 4[th] & 5[th] Floors, Jayabheri Enclave Phase – II, Gachibowli, Hyderabad – 500 032, Email: [email protected]
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A Member cannot exercise his vote by proxy on Postal Ballot through remote e-voting.
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The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date of the voting period i.e., Thursday, March 28, 2024.
THE INSTRUCTIONS FOR E-VOTING IS AS UNDER:
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(i) The e-voting period begins on Wednesday, February 28, 2024 from 09.00 a.m. (IST) and ends on Thursday, March 28, 2024 at 05:00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. Saturday, February 24, 2024, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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(ii) 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 remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
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Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
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In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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(iii) 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 e-Voting facility.
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Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of share-holders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL Depository |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login toEasi / Easiest arehttps://web.cdslindia.com/myeasi/ home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2) 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/ EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page or click onhttps://evoting. cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders holding securities in demat mode with NSDL Depository |
1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. 2) Once the home page of e-Services is launched, click on the “Benefcial 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. 3) 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. 4) If the user is not registered for IDeAS e-Services, option to register o r is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl.com/ SecureWeb/ IdeasDirectReg.jsp 5) 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. 6) A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. 7) 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. |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants |
1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. 2. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. 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 duringthe remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
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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 22 55 33. |
| 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 toll free no.: 1800 1020 990 or 1800 22 44 30 |
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(i) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com .
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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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.
1) If you are a first-time user follow the steps given below:
| PAN | For Physical shareholders and other than individual shareholders holding shares in Demat. Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
|---|---|
| Dividend | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as 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 feld. |
(iv) After entering these details appropriately, click on “SUBMIT” tab.
(v) 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
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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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(vi) 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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(vii) Click on the EVSN for the relevant on which you choose to vote.
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(viii) 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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(ix) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(x) 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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(xi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xii) 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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(xiii) 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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(xiv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification
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(xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote e-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 should be mailed to helpdesk.evoting@ cdslindia. com and on approval of the accounts they would be able to cast their vote.
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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 to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
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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 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 22 55 33.
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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai- 400013 or send an email to [email protected] or call on contact at toll free no. 1800 22 55 33
EXPLANATORY STATEMENT
Explanatory Statement for Resolutions mentioned under Item Nos. 1 to 2 pursuant to Section 102 of the Companies Act, 2013 (hereinafter referred to as the “Act”)
Item No. 1:
On the recommendation of the Nomination & Remuneration Committee, the Board of Directors in their meeting held on 23[rd] January 2024 appointed Mrs. M. Sri Mani (DIN No. 01229624) as an Additional Director in the category of Non-Executive-Non- Independent effective from 23[rd] January 2024.
In terms of the provisions of Section 161 of the Act, Mrs. M. Sri Mani holds the office till the date of ensuing Annual General Meeting.
Notices under the provisions of Section 160 of the Act have been received from members signifying their intention to propose the candidature of Mrs. M. Sri Mani as Director of the Company. The Nomination & Remuneration Committee also recommended her appointment to the Board. Mrs. M. Sri Mani is not related to any other Director and Key Managerial Personnel of the Company. A brief profile of the Smt. M. Sri Mani is given below:
Mrs. Mathukumilli Sri Mani is having Over 30 years’ working experience in Finance, Construction and other industries as Managing Director/ Director or Senior Management Position and details are as follows :
- a) Mrs. Mathukumilli Sri Mani is the Managing Director of BASIL Infrastructure Projects Limited. Mrs. Mathukumilli Sri Mani is acting as Board Member, Khadi and Village Industries Commission (KVIC). KVIL is a statutory body under the Ministry of Micro, Small and Medium enterprises. KVIL took over the work of former All India Khadi and Village Industries Board. The broad objectives of KVIC are providing employment, producing saleable articles and creating self- reliance amongst the poor.
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b) Mrs. Mathukumilli Sri Mani was nominated as Member, Central Board of Film Certification of India for 3 terms and also nominated for State Film Certification Board for 3 times. The Central board is a government regulatory body and censorship board of India which is controlled by the Ministry of Information and Broadcasting. The board regulates the public exhibition of films under provisions of the Cinematograph Act 1952. She is also Member - Salarjung Museum Board, Hyderabad and Member - Crafts Museum Board, New Delhi.
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c) She is one of the Trustees of Kavuru Foundation:
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Kavuru Foundation has been in the forefront in social responsibility in the Krishna-Godavari belt for the past 25 Years with the object of education and advancement of general public utility such as providing free vocational computer courses, type writing, tailoring & embroidery, fashion designing, painting, shorthand, zardosi, cell phone repairing and spoken English courses. It has imparted training to youth overall aggregating to approximately 50000 over the period.
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d) She is a Member, Managing Committee, Hyderabad 10K run.
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It was established in the year 2003, being the first in the country with the 10 km format. It was started with the lofty aim of making Hyderabad recognized as one of the Global Cities. Hyderabad 10K Run’s objective is to promote Sports, Fitness and Health through creating a running culture in the City and to foster oneness among citizens besides catching the sporting talent at a young age - which offers them the highest quality of life, as well as making Hyderabad city one of the best places in the world to work and live.
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e) Classroom Leader for Team, Management & Leadership Program- Landmark Worldwide, headquartered at San Francisco, California- a Global Educational Enterprise offering Landmark Forum and other Courses, that are innovative, effective and relevant in transforming of lives. Landmark’s leading-edge educational methodology enables people to produce extraordinary results and enhance the quality of their lives. Landmark Education’s courses and seminars are offered to support people in dealing with their lives powerfully and creating leaders out of them in more than 120 cities via 55 major offices around the world. More than 2,00,000 people participate in Landmark’s courses every year.
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f) Mrs. M. Sri Mani is a Designer & Owner of Label - Clothing Mrs. M. Sri Mani is a Member FICCI-Floheading subcommittee Swayam - strengthening & connecting women who want to be entrepreneurs to consultants.
The other disclosures as required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards-2 are provided in Annexure-A to this Notice. In the opinion of the Board, Mrs. M. Sri Mani meets the fit and proper criteria and has the necessary knowledge and experience for being appointed as a Director.
The Board recommends the Ordinary Resolution set out at Item No. 1 of this of the Notice for approval by the members through Postal Ballot in accordance with Section 110, of the Companies Act, 2013, read with the Rules made thereunder, as amended from time to time.
Except Mrs. M. Sri Mani, none of the Directors/ Key Managerial Personnel of the Company/ their respective relatives is in any way concerned or interested, financially or otherwise, in this Resolution.
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Chrome SiliCon limited
Item No.2:
Pursuant to the Regulation 45 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall be allowed to change its name only after satisfying the conditions laid down in sub-regulation (1) of Regulation 45.
The Company sought approval of the members for change in its name from VBC Ferro Alloys Limited to Chrome Silicon Limited through Extraordinary General Meeting dated 30[th] November 2023. The resolution was approved by 99.99% of the members who casted their votes (the number of votes in favour of the resolution were 1,02,53,093 and number of votes against the resolution were 1,500).
However, the notice of Extraordinary General Meeting dated 28[th] October 2023 and the statement annexed to the notice was sent to the members of the Company inadvertently without attaching a certificate from practicing chartered accountant certifying that the conditions for change in name as laid down in regulation 45 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are satisfied (herein after referred to as “Certificate from Practicing Chartered Accountant).
The Company after receiving approval from the members as on 30[th] November 2023 and fresh certificate of incorporation dated 14[th] December 2023 from the Registrar of Companies, had filed an application with BSE Ltd. for change in its name. The Company had informed BSE Limited on 22[nd] December 2023 that Company has inadvertently not attached the certificate from Practicing Chartered Accountant before members of the Company at the time of approval for change in its name (along with Notice of EGM).
Accordingly, the Company had submitted an undertaking dated 22[nd] December 2023 to BSE Limited, that the members approval in the form of ratification will be obtained for noting of certificate from Practicing Chartered Accountant in the forthcoming general meeting of the members. Further, the approval from BSE Limited for the change in name of the Company has been received vide notice dated 20[th] January 2024.
The Company hereby requests members to consider and take on the record the certificate from M/s Pavuluri & Co, Chartered Accountants (Statutory Auditors of the Company), Hyderabad regarding satisfaction of the conditions for change in name as laid down in regulation 45(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and condone and ratify action of change of name of the Company. The copy of the certificate is reproduced below as Annexure-B and is available on the Company’s website for inspection by the members of the Company.
The Board recommends the Special Resolution set out at Item No. 2 of this of the Notice for approval by the members through Postal Ballot in accordance with Section 110, of the Companies Act, 2013, read with the Rules made thereunder, as amended from time to time.
None of the Directors and Key Managerial Personnel of the Company and any of their relatives are in any way, financially or otherwise concerned or interested in the resolution, except to the extent of shares in the company that may be held by them or their relatives or any entity in which they may be deemed to be concerned or interested.
| to be concerned or interested. | |
|---|---|
| For and on behalf of the Board of Directors | |
| ForChrome Silicon Limited | |
| Place: Hyderabad | Sd/- |
| Date : 12-02-2024 | PV Rao |
| Whole-Time Director | |
| DIN No.00149599 |
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Chrome SiliCon limited
ANNEXURE-A
Additional information as required under SS -2 notified under Section 118 (10) of the Companies Act, 2013
| Name of the Director | Smt. M Sri Mani |
|---|---|
| Category | Non-Executive Non-Independent Director |
| DIN | 01229624 |
| Date of Birth | 08.06.1967 |
| Age | 56 Years |
| Nationality | Indian |
| Date of Appointment | 23.01.2024 |
| Qualifcation | B.Com |
| Occupation | Business |
| Nature of expertise in specifc functional areas | Over 30 years’ working experience in Finance and Construction industries as Managing Director/Director or Senior Management Position. |
| Terms and conditions | Appointment is subject to retires byrotation. |
| Remuneration sought to be paid | Except sitting fee no remuneration will be paid |
| Remuneration last drawn by such person | NA |
| Relationship with Directors | None |
| Directorships In other companies as on |
Annexure-AA |
| Chairman/Member of the committee of the Board of Directors |
Nil |
| Shareholding including shareholding as a benefcial owner |
120010 |
| Number of Meetings of the Board attended duringtheyear |
2 |
| Names of listed entities in which the person also holds the directorship and the membership of Committees of the board |
1 |
| Names of listed entities from which the person has resigned in thepast threeyears |
NA |
| In case of Independent Director, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
NA |
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Chrome SiliCon limited
ANNEXURE-AA
| ANNEXURE-AA | ||
|---|---|---|
| S.L NO |
NAME OF THE INTERESTED CONCERN | DESIGNATION |
| 1 | LIBRA ESTATES PRIVATE LIMITED | DIRECTOR |
| 2 | IMPHAL POWER PRIVATE LIMITED | DIRECTOR |
| 3 | RANGARAYA CONSTRUCTIONS LIMITED | DIRECTOR |
| 4 | MG INFRA WORKS PRIVATE LIMITED | DIRECTOR |
| 5 | PADMAKSHI INVESTMENTS PRIVATE LIMITED | DIRECTOR |
| 6 | YASASWINI INVESTMENTS PRIVATE LIMITED | DIRECTOR |
| 7 | JAYA DIAGNOSTIC AND RESEARCH CENTRE LTD | DIRECTOR |
| 8 | SADHIKARATHA FOUNDATION | DIRECTOR |
| 9 | KANAKADURGA AMUSEMENTS AND RESORTS PRIVATE LIMITED | DIRECTOR |
| 10 | TRIKALINGA WORKS PRIVATE LIMITED | DIRECTOR |
| 11 | BASIL INFRASTRUCTURE PROJECTS LIMITED | MANAGING DIRECTOR |
| 12 | ELGI CAPITAL FORMATION PRIVATE LIMITED | DIRECTOR |
| 13 | MEHERNAGAR MINES LLP | DESIG. PARTNER |
| 14 | ISHI VENTURES LLP | DESIG. PARTNER |
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Chrome SiliCon limited
ANNEXURE-B
Certificate of auditors annexed to the notice and forming part of the notice
==> picture [355 x 515] intentionally omitted <==
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