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Deccan Gold Mines Ltd. — Proxy Solicitation & Information Statement 2024
Jan 16, 2024
62629_rns_2024-01-16_05db7878-b9fe-49f3-9ebd-4e0f3414cbd3.pdf
Proxy Solicitation & Information Statement
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January 16, 2024
To,
Corporate Relationship Department
BSE Limited
Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001
Scrip Code: 512068
Dear Sir / Madam,
Sub: Notice of the 02/2023-24 Extra-Ordinary General Meeting (“EGM”) - Regulation 30 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
This is further to our announcement dated January 11, 2024, intimating that the EGM of Deccan Gold Mines Limited (“Company”) will be held on Wednesday, February 7, 2024 at 11.30 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
Pursuant to Regulation 30 of the Listing Regulations, we enclose the Notice of the EGM of the Company (including e-voting instructions).
The Notice of the EGM is also being made available on the website of the Company at www.deccangoldmines.com and BSE website at www.bseindia.com.
Kindly take the above on record and oblige.
Yours faithfully,
For Deccan Gold Mines Limited
SUNDARAM
SUBRAMANIAM
Digitally signed by SUNDARAM SUBRAMANIAM Date: 2024.01.16 21:44:35 +05'30'
Subramaniam S.
Company Secretary & Compliance Officer Membership No.: ACS 12110
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NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE is hereby given that an Extra Ordinary General Meeting of the Members of Deccan Gold Mines Limited (CIN: L51900MH1984PLC034662) (‘the Company/DGML’) will be held on Wednesday, February 7, 2024 at 11.30 a.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:
SPECIAL BUSINESS:
1. Appointment of Mr. Pandarinathan Elango (DIN: 06475821) as a Non-Executive Independent Director:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV, and other applicable provisions if any, of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with such rules, guidelines and regulations issued by any other regulatory or governmental authority as may be relevant (including any statutory amendment, modification or re-enactment thereof, for the time being in force), and other applicable provisions, if any, Mr. Pandarinathan Elango (DIN: 06475821), who was appointed as an Additional Director (Non-Executive Independent Director) and who fulfils the qualifications for being appointed as an Independent Director and in respect of whom the Company has received a notice under Section 160 of the Act from a shareholder proposing his candidature for the office of Director of the Company, be appointed as a Non-Executive Independent Director of the Company not liable to retire by rotation, to hold office with effect from November 10, 2023 for a period of 3 years.
RESOLVED FURTHER THAT the Board of Directors of the Company and Company Secretary of the Company be and are hereby authorized to do all such acts, deeds and things as are necessary to give effect to this Resolution.”
By order of the Board of Directors For Deccan Gold Mines Limited
___ Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138
Date: January 12, 2024 Place: Bengaluru
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Notes:
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The Ministry of Corporate Affairs (MCA), vide its 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, 2/2022 dated May 05, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 along with such other applicable circulars issued by MCA (hereinafter referred to as “MCA Circulars”), SEBI Circular dated May 13, 2022 and any other applicable laws and regulations has allowed companies to conduct the General Meeting, up to September 30, 2024, through Video Conferencing (VC) or Other Audio Visual Means (OAVM). In accordance with the applicable provisions and the MCA and SEBI Circulars, the EGM of the Company shall be conducted through VC/ OAVM facility.
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A Statement pursuant to Section 102(1) of the Act, (“Explanatory Statement”) relating to the Special Businesses to be transacted at the Meeting is annexed hereto.
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Since, the EGM will be held through VC/OAVM and the physical attendance of Members has been dispensed with, the facility for appointment of proxies by the Members will not be available for the Meeting. Accordingly, the Proxy Form and Attendance Slip is not annexed to this Notice.
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Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the Meeting to be conducted through VC/ OAVM.
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Corporate Members intending to attend the Meeting through their authorized representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney (PDF/JPG Format), if any, authorizing its representative to attend and vote on their behalf at the Meeting. The said Resolution/Authorization shall be sent to the Company by email through its registered email address i.e. [email protected].
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In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the Meeting along with the Explanatory Statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice will also be available on the website of the Company, i.e. www.deccangoldmines.com; website of BSE Limited at www.bseindia.com.
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The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 11.
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Members attending the Meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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Relevant documents referred to in the accompanying Notice and the Explanatory Statement, Registers and all other documents will be available for inspection in electronic mode. Members can inspect the same by sending an email to the Company at [email protected].
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Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants (DPs) in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited (“Link Intime”) in case the shares are held by them in physical form.
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Members seeking any information/desirous of asking any questions with regard to any matter to be considered at the Meeting are requested to send an email to the Company at dgmlagm@ deccangoldmines.com at least 7 days before the Meeting. The same will be replied by the Company suitably.
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Information and other instructions relating to e-voting are as under:
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I. The remote e-voting facility will be available during the following period:
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Commencement of e-voting: From 9:00 a.m. (IST) on Sunday, February 4, 2024
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End of e-voting: Up to 5:00 p.m. (IST) on Tuesday, February 6, 2024
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The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of the aforesaid period.
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II. Pursuant to the provisions of Section 108 and other applicable provisions of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circular the Company is pleased to provide its Members facility to exercise their right to vote on the resolution proposed to be passed in the Meeting by electronic means.
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III. The Company has engaged the services of Link Intime India Private Limited to provide remote e- voting facility to the Members.
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IV. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member/ beneficial owner (in case of electronic shareholding) as on the cut-off date, i.e., January 31, 2024. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
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V. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e., January 31, 2024 only shall be entitled to avail the facility of e-voting.
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VI. Members who are holding shares in physical form or who have not registered their email address with the Company/Depository or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as of the cut-off date, i.e. January 12, 2024, such Member may obtain the User ID and password by sending a request at [email protected].
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VII. The Board of Directors of the Company has appointed CS Mr. Jayesh M. Shah, (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, a Practicing Company Secretary firm, Mumbai as scrutinizer to scrutinize and conduct the e-voting process in a fair and transparent manner.
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VIII. The Scrutinizer, after scrutinizing the votes, will, not later than forty-eight hours from the conclusion of the Meeting; make a consolidated scrutinizer’s report which shall be placed on the website of the Company, i.e., www.deccangoldmines.com. The results shall be simultaneously communicated to the Stock Exchange.
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IX. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the Extraordinary General Meeting, i.e. Wednesday, February 7, 2024.
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Remote e-Voting Instructions for shareholders:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
Login method for Individual shareholders holding securities in demat mode is given below:
Individual Shareholders holding securities in demat mode with NSDL:
METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
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b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
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c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
OR
User not registered for IDeAS facility:
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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
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b) Proceed with updating the required fields.
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c) Post registration, user will be provided with Login ID and password.
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d) After successful login, click on “Access to e-voting”.
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e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - By directly visiting the e-voting website of NSDL:
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a) Visit URL: https://www.evoting.nsdl.com/
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
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e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
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Individual Shareholders holding securities in demat mode with CDSL:
METHOD 1 – If registered with CDSL Easi/Easiest facility Users who have registered for Easi/Easiest facility:
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a) Visit URL: https://web.cdslindia.com/myeasinew/home/login or www.cdslindia.com.
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b) Click on New System Myeasi
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c) Login with user id and password
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d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
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e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
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Users not registered for Easi/Easiest facility
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a) To register, visit URL: https://web.cdslindia.com/myeasinew/Registration/EasiRegistration
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b) Proceed with updating the required fields.
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c) Post registration, user will be provided Login ID and password.
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d) After successful login, user able to see e-voting menu.
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e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - By directly visiting the e-voting website of CDSL:
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a) Visit URL: https://www.cdslindia.com/
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b) Go to e-voting tab.
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c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with Depository Participant:
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.
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a) Login to DP website
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b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
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c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
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d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
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Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:
Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:
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Visit URL: https://instavote.linkintime.co.in
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Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID:
Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above
▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
▶ Click “confirm” (Your password is now generated).
3. Click on ‘Login’ under ‘SHARE HOLDER’ tab.
- Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
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Cast your vote electronically:
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After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear.
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Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):
STEP 1 – Registration
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a) Visit URL: https://instavote.linkintime.co.in
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b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
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c) Fill up your entity details and submit the form.
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d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
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e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
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f) While first login, entity will be directed to change the password and login process is completed.
STEP 2 –Investor Mapping
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a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
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b) Click on “Investor Mapping” tab under the Menu Section
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c) Map the Investor with the following details:
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a. ‘Investor ID’ -
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i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
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ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
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b. ‘Investor’s Name - Enter full name of the entity.
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c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
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d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
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d) Click on Submit button and investor will be mapped now.
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e) The same can be viewed under the “Report Section”.
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STEP 3 – Voting through remote e-voting.
The corporate shareholder can vote by two methods, once remote e-voting is activated:
METHOD 1 - VOTES ENTRY
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a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
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b) Click on ‘Votes Entry’ tab under the Menu section.
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c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
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d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
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e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
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f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
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g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
OR
VOTES UPLOAD:
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a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
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b) You will be able to see the notification for e-voting in inbox.
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c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
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d) Download sample vote file from ‘Download Sample Vote File’ option.
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e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
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f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
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Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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] call at : 022 - 4886 7000 and 022 - 2499 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 [email protected] contact at toll free no. 1800 22 55 33 |
Forgot Password:
Individual shareholders holding securities in physical form has forgotten the password:
If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID
User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.
Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:
If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
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In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.
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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.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Process and manner for attending the Extraordinary General Meeting through InstaMeet:
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Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.
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Select the “Company” and ‘Event Date’ and register with your following details: -
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A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
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Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
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Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP
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ID followed by 8 Digit Client ID
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Shareholders/ members holding shares in physical form shall provide Folio Number registered
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with the Company
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B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated
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their PAN with the Depository Participant (DP)/
Company shall use the sequence number provided to you, if applicable.
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C. Mobile No.: Enter your mobile number.
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D. Email ID: Enter your email id, as recorded with your DP/Company.
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Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the
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meeting).
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Instructions for Shareholders/ Members to Speak during the Extraordinary General Meeting through InstaMeet:
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Shareholders who would like to speak during the meeting are requested to send an email to the Company at [email protected] with their DP ID / Client ID and mobile number at least 7 days prior to the meeting.
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Shareholders will get confirmation on first cum first basis and the Company reserves the right to restrict the number of speakers depending on the availability of time.
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Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
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Other shareholders may ask questions to the panelist, via active chat-board during the meeting.
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Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
Instructions for Shareholders/ Members to Vote during the Extraordinary General Meeting through InstaMeet:
Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:
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On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
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Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
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After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
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Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
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After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
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Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the Extraordinary General Meeting through InstaMeet 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 facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Extraordinary General Meeting will be eligible to attend/ participate in the Extraordinary General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience. Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
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Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches. In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.
General Guidelines for Shareholders:
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The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of January 31, 2024.
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Members who have not registered their e-mail ID and also have not updated PAN with the Company/Depository are requested to approach Link Intime India Pvt. Ltd. at their e-mail ID [email protected] or calling on 022-49186175 for e-voting related queries. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
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A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the EGM electronically.
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The Company has appointed Mr. Jayesh M. Shah, (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, Company Secretaries, Mumbai as the Scrutinizer to scrutinize the voting and remote e- voting process for the EGM in a fair and transparent manner.
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The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall make, not later than two working days of the conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing.
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The Notice of the EGM shall be placed on the website of the Company till the date of EGM. The Results declared, along with the Scrutinizer’s Report shall be placed on the Company’s website www.deccangoldmines. com and on the website of Link Intime India Private Limited immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to BSE Limited, where the shares of the Company are listed.
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Since the EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
By order of the Board of Directors For Deccan Gold Mines Limited
___ Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138
Registered Office: 501, Ackruti Trade Centre, Road No. 7, MIDC Andheri (East), Mumbai - 400 093. CIN: L51900MH1984PLC034662
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:
The Board of Directors had, with the recommendation of the Nomination and Remuneration Committee, and considering his long career and in depth experience in the oil & gas industry, appointed Mr. Pandarinathan Elango (DIN: 06475821) as an Additional Director (Non-Executive & Independent) for a period of 3 years with effect from November 10, 2023 subject to the approval of the Members of the Company.
Mr. Pandarinathan Elango has given a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In the opinion of the Board, Mr. Pandarinathan Elango fulfils the conditions specified in the Companies Act, 2013 and Rules made there under as well as SEBI Listing Regulations for his appointment as an Independent Director of the Company.
The draft letter of appointment of aforesaid Independent Director, setting out the terms and conditions of his appointment is available for inspection by the Members electronically from the date of dispatch of Notice of Extraordinary General Meeting (EGM) onwards till the conclusion of the EGM.
Apart from Mr. Pandarinathan Elango, none of the other persons specified in Section 102 of the Companies Act, 2013, namely the Promoters, Directors, Key Managerial Persons, Relatives of Promoters, Directors and Key Managerial Persons or the entities comprising the interest of Promoters, Directors or Key Managerial Persons, are concerned or interested financially or otherwise in the resolution included under Item No. 1.
In view of the above, the Board of Directors, recommend the Special Resolution as set out in Item No. 1 of the Notice for approval of the Members of the Company.
By order of the Board of Directors For Deccan Gold Mines Limited
___ Subramaniam Sundaram
Whole-time Director Company Secretary & Compliance Officer DIN: 06389138
Registered Office: 501, Ackruti Trade Centre, Road No. 7, MIDC Andheri (East), Mumbai - 400 093. CIN: L51900MH1984PLC034662
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Profile of the Director being appointed as required under Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standards – 2
Mr Pandarinathan Elango
| Age (Date of Birth) | July 18, 1961 |
|---|---|
| Date of appointment on the Board | November 10, 2023 |
| Term | Three years (not liable to retire by rotation) |
| Educational Qualification | Master’s Degree in Business Administration |
| Background details, Recognition or awards and Experience & Expertise in functional areas |
In his career spanning over 35 years in Upstream Oil & Gas Sector, Mr. Elango has held several leadership roles in different areas of the business and is a recognized leader in the Indian Oil and Gas industry. Mr. Elango began his career with ONGC in 1985 and over a span of 10-years, had performed diverse roles prior to joining Cairn India in 1996. Mr. Elango served on the Board of two listed entities as Whole time Director for more than 10 years. He was the CEO of Cairn India Ltd during 2012 to 2014 and Managing Director of Hindustan Oil Exploration Company Ltd (HOEC) during the period from February 2015 to September 2023. Under his leadership, HOEC’s oil and gas production grew from 500 barrels of oil equivalent per day (boepd) in 2015 to 10,000 boepd in 2023. Prior to joining HOEC in 2015, he was the Chief Executive Officer & Whole Time Director of Cairn India Limited. He was associated with Cairn in various leadership roles for over 18 years and contributed to its growth as India’s largest oil and gas producer in private sector. In 2014, Cairn was among the top 25 large cap listed entities in India. Mr. Elango was one of the five finalists for Platt’s’ first-ever Asia CEO of the Year award 2013. |
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| Shareholding in the Company | 750 equity shares (as on November 12, 2023) |
|---|---|
| Terms and Condition of appointment (Other brief terms also required to be stated) |
Independent & Non-executive Director |
| Details of Remuneration sought to be paid | Nil |
| Remuneration last drawn | As per his contract of employment with his employer at that time |
| Number of Meetings attended during the year | Not applicable (appointed on November 10, 2023) |
| Relationship with other Director, Manager and other Key Managerial Personnel of the Company |
Mr Pandarinathan Elango is not related to any other director and other key managerial personnel of the Company. |
| Other membership / Chairmanship of Committees of the Boards |
Nil |
| Directorship in other Indian Public Limited Companies as on December 31, 2023 |
Nil |
By order of the Board of Directors For Deccan Gold Mines Limited
___ Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138
Registered Office: 501, Ackruti Trade Centre, Road No. 7, MIDC Andheri (East), Mumbai - 400 093. CIN: L51900MH1984PLC034662
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