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Devinsu Trading Ltd. Proxy Solicitation & Information Statement 2024

Jan 31, 2024

62886_rns_2024-01-31_5d1f2f79-7356-4afe-bd19-f5887e0dce9a.pdf

Proxy Solicitation & Information Statement

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DEVINSU TRADING LIMITED

82, Maker Chambers III, Nariman Point, Mumbai 400 021 Tel No. 022-2204 2554/22047164; Website : www.devinsutrading.com CIN : L51900MH1985PLC036383; E-mail : [email protected]

31[st] January 2024

To, The Secretary, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001

Dear Sir/Madam,

Sub : Intimation of Adjournment of Extra Ordinary General Meeting of the Company.

Re : Scrip Code: 512445

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With reference to our letter dated 31[st] January 2024 and Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose hereby Notice of adjourned Extra Ordinary General Meeting (EGM) of the Company (which had been convened on Wednesday, 31[st] January 2024 at 11.00 a.m. and was adjourned due to want of quorum to same day, same time of next week). The said adjourned Extra Ordinary General Meeting (EGM) will now be held on Wednesday, 7[th] February 2024 at 11.00 a.m. at the Registered Office of the Company.

Please take the same on your records.

Kindly acknowledge the receipt.

Thanking You,

Yours faithfully

For Devinsu Trading Limited

RAJAN Digitally signed by ARVIND RAJAN ARVIND SAWANT Date: 2024.01.31 SAWANT 11:48:02 +05'30'

Rajan Arvind Sawant Whole Time Director DIN: 08562840

Encl: a/a

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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NOTICE OF THE ADJOURNED EXTRA ORDINARY GENERAL MEETING

TO ALL MEMBERS OF DEVINSU TRADING LIMITED

NOTICE is hereby given that an EXTRA ORDINARY GENERAL MEETING of DEVINSU TRADING LIMITED (which had been conveyed on Wednesday, 31[st] January, 2024, at 11.00 a.m. and was adjourned due to want of quorum) will now be held on Wednesday, 7[th] February, 2024 at 11.00 a.m. at the Registered Office of the Company at 82, Maker Chambers III, 8th Floor, Nariman Point, Mumbai - 400021, to transact the following business:

AS SPECIAL BUSINESS:

1. Appointment of Ms. Disha Rajkumar Jain (DIN: 07716625) as an Independent Director (Non-Executive) of the Company.

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 Sec�ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“The Act”) and the rules made thereunder read with schedule IV of the Act, as amended from �me to �me, Ms. Disha Rajkumar Jain (DIN: 07716625) who was appointed as an Addi�onal Director in the category of Independent Director of the Company by the Board of Directors in its mee�ng held on 08[th] November 2023 and whose terms of office expired on 08[th] February 2024 and in respect to whom the Company has received a no�ce in wri�ng from member under Sec�on 160 of the Companies Act, 2013 proposing his candidature for the office of Director and who has submi�ed a Declara�on that he meets the criteria for independence as provided in sec�on 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold the office for a term of five (5) consecu�ve years commencing from 8[th] November 2023 and whose office shall not be subject to the re�re by rota�on so long he remains an independent director.”

By Order of the Board For Devinsu Trading Limited

Rajan Arvind Sawant Whole Time Director DIN: 08562840

Place: Mumbai Date: 31/01/2024 Registered Office : 82, Maker Chambers III, Nariman Point, Mumbai 400021 CIN : L51900MH1985PLC036383

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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Notes:

  1. A member entitled to attend and vote on his/her behalf at the meeting is entitled to appoint a proxy to attend and vote (only on poll) instead of himself and the proxy need not be a member of the Company. The duly completed and signed proxy form should reach the registered office of the Company, not less than forty eight hours before the scheduled time of the Extra Ordinary General Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy for any other person or shareholder .

  1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to Special Businesses to be transacted at the Meeting is annexed hereto.

  2. Corporate Members: Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Extra Ordinary General Meeting.

  3. In terms of clause 1.2.5 of Secretarial Standards on General Meeting and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume of the directors proposed to be appointed/ reappointed at the meeting is enclosed.

  4. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Extra Ordinary General Meeting.

  5. Members who have not registered their e-mail addresses so far are requested to register their e-mail ID with RTA of the Company / Depository Participant(s) for receiving all communication including Notices, Circulars etc. from the Company electronically.

  6. Members holding shares in physical form are requested to notify change in address, bank mandate and bank particulars for printing on the dividend warrants, if any, under their signatures to M/s. Link Intime India Pvt. Ltd, C-101, 247 Park, LBS Marg, Vikhroli West, Mumbai, Maharashtra, 400083.

  7. Nomination facility: Members can avail the facility of nomination in respect of shares held by them in physical form in accordance with the provisions of Section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed Form No. SH - 13 duly filled in to RTA. The prescribed Form can be obtained from RTA.

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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Members holding shares in electronic form may contact their Depository Participants for availing this facility.

  1. Transfer of shares permitted in demat form only: In terms of Regulation 40 of SEBI LODR, effective 1[st] April, 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, all shareholders holding shares in physical form are requested to demat their shares at the earliest.

  2. SEBI has mandated submission of Permanent Account Number (PAN) and Bank Account details by every participant in securities market. The members who are yet to update their PAN and/or Bank Account details are requested to update the same at the earliest by submitting requisite details and documents to the Company / RTA. Members holding shares in physical form can submit the same to the Company / RTA and members holding shares in electronic form to their Depository Participants.

  3. In compliance with provisions of Regulation 44 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Section 108 of the Companies Act, 2013, read with the relevant rules of the Act, the Company is providing members the facility to cast their vote by electronic means. The detailed instructions for e-voting are annexed to this Notice.

  4. Members may also note that the Notice of an Extra Ordinary General will also be available on the Company’s website www.devinsutrading.com for their download. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post at free of cost.

  5. Members are required to bring their admission slip along-with copy of the Extra Ordinary Report at the Extra Ordinary General Meeting.

EVOTING INSTRUCTIONS:

Instructions for E-Voting and joining the Adjourned Extra Ordinary General Meeting online are as follows:

Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and as amended, the Company is pleased to provide remote e-voting facility to enable them to cast their votes electronically on the resolutions mentioned in the Notice of the EGM of the Company scheduled to be held on Wednesday, 7[th] February, 2024 at 11:00 A.M. The Company has appointed M/s. Pusalkar & Co., Company Secretaries, as the Scrutinizer for conducting the remote e-voting process and e-voting during the EGM in a fair and transparent manner. The list of shareholders/ beneficial owners shall be reckoned on the equity shares as 24[th] January, 2024.

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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The Member(s) requiring any assistance with regard to use of technology for remote e-voting or voting at the EGM may contact Mr. Rajiv Ranjan (Assistant Vice-President) at the designated email ID: [email protected] or contact at 022-49186000.

The remote e-voting period will commence on Sunday, 28[th] January 2024 at 9.00 a.m. (IST) and ends on Tuesday, 30[th] January 2024 at 5.00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date of Wednesday, 24[th] January, 2024, may cast their vote electronically. The remote e- voting module shall be disabled by Link Intime India Private Limited (“Link Intime”) for voting thereafter. Once the vote on a resolution is cast by a Member, whether partially or otherwise, it shall not be allowed to change subsequently.

Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.

Remote e-Voting Instructions for shareholders:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Remote e-Voting Instructions for shareholders:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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Type of shareholders Login Method
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Type of shareholders
Login Method		 Type of shareholders
Login Method
Individual Shareholders
holding
securities
in
demat mode with NSDL		  METHOD 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.com either on a
Personal Computer or on a mobile. Once the home page of e-
Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section. A new screen
will open. You will have to enter your User ID and Password.
 After successful authentication, you will be able to see e-Voting
services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on
“LINKINTIME” or e-Voting link displayed alongside Company’s
name” and you will be re-directed to Link Intime InstaVote
website for casting your vote during the remote e-Voting
period.
 If the user is not registered for IDeAS e-Services, option to
register is available athttps://eservices.nsdl.com.Select
“Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
a) Visit the e-Voting website of NSDL. Open web browser by
typing the following URL:https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-
Voting page. Click on “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:

a) Visit URL:https://www.evoting.nsdl.com/
b) Click
on
the
“Login”
tab
available
under
‘Shareholder/Member’ section.

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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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.
d) Post successful authentication, you will be re-directed to
NSDL depository website wherein you can see “Access to e-
voting”.
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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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.
d) Post successful authentication, you will be re-directed to
NSDL depository website wherein you can see “Access to e-
voting”.
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.		 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.
d) Post successful authentication, you will be re-directed to
NSDL depository website wherein you can see “Access to e-
voting”.
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.
Individual Shareholders
holding
securities
in
demat mode with CDSL		 METHOD 1
Users who have registered for CDSL Easi/Easiest facility.
 Visit
URL:
https://web.cdslindia.com/myeasitoken/home/login
or
www.cdslindia.com.
 Click on New System Myeasi
 Login with user id and password
 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.
 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.
If the user is not registered for Easi/Easiest,
To register , visit
https://web.cdslindia.com/myeasi./Registration/EasiRegistration
 Proceed with updating the required fields.
 Post registration, user will be provided Login ID
and password.
 After successful login, user able to see e-voting
menu.
 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
 Visit URL: https://www.cdslindia.com/
 Go to e-voting tab.
 Enter Demat Account Number (BO ID) and PAN
No. and click on “Submit”.
 System will authenticate the user by sending OTP on
registered Mobile and Email as recorded in Demat Account

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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 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 duringthe remote e-voting period.
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.
 Once 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. 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
duringthe remote e-voting period.e
Individual Shareholders
holding
securities
in
Physical mode & evoting
service
Provider
is
LINKINTIME.		 1. Open the internet browser and launch the URL:
https://instavote.linkintime.co.in
▶Click on“Sign Up”under‘SHARE HOLDER’tab and register with your
following details: -
User ID:Shareholders/ members holding shares inphysical form shall
provideEvent 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.
PAN:Enter your 10-digit Permanent Account Number (PAN)
(Members who have not updated their PAN with the Depository
Participant (DP)/ Company shall use the sequence number provided to
you, if applicable.
DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI)
(As recorded with your DP / Company - in DD/MM/YYYY format)
Bank Account Number:Enter your Bank Account Number (last four
digits), as recorded with your DP/Company.
Shareholders/ members holding shares inphysical formbut have not
recorded ‘C’ and ‘D’, shall provide their Folio number in ‘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”(Yourpassword is nowgenerated).

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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  1. Click on ‘Login’ under ‘SHARE HOLDER’ tab. 3.Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. 4 . After successful login, you will be able to see the notification for e- voting. Select ‘View’ icon . 5. E-voting page will appear. 6. 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). 7. 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.

Institutional shareholders:

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”): STEP 1 – Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • 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].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  • f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • a. ‘Investor ID’ -

    • i. Members holding shares in NSDL demat account shall provide 8

      • Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

  • b. ‘Investor’s Name - Enter full name of the entity.

  • c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  • 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.

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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Further, Custodians and Mutual Funds shall also upload specimen signature card.

  • d) Click on Submit button and investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

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

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on ‘Votes Entry’ tab under the Menu section.

  • 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.

  • d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

  • 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).

  • f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

  • 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:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) You will be able to see the notification for e-voting in inbox.

  • c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

  • d) Download sample vote file from ‘Download Sample Vote File’ option.

  • e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

  • 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).

Individual Shareholders holding securities in Physical mode & E-voting service Provider is LINKINTIME, have 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

  • Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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o Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ members 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 minimum 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.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• Shareholders/ members 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.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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.

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] or 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 at
[email protected] or contact at toll free no. 1800
22 55 33

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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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”.

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.

InstaVote Support Desk Link Intime India Private Limited

FOR ATTENTION OF SHAREHOLDERS

  1. Those Members, who hold shares in physical form or who have not registered their email address with the Company and who wish to participate in the EGM or cast their vote through remote e-Voting or through the e-Voting system during the meeting, may obtain the login ID and password by sending scanned copy of (i) a signed request letter mentioning the name, folio number and complete address; and (ii) self-attested scanned copy of the PAN Card and any document (such as Driving License, Bank Statement, Election Card, Passport, Aadhar Card) in support of the address of the Member as registered with the Company; to the email address of the Company [email protected].

In case shares are held in demat mode, Members may obtain the login ID and password by sending scanned copy of (i) a signed request letter mentioning your name, DP ID-Client ID (16 digit DP ID + Client ID or 16 digit beneficiary ID); (ii) self-attested scanned copy of client master or Consolidated Demat Account statement; and (iii) self-attested scanned copy of the PAN Card, to the email address of the Company [email protected].

  1. Members are requested to immediately notify to the Registrar any change in their address, in respect of equity shares held in physical mode and to their depository participants (DPs) in respect of equity shares held in dematerialised form.

  2. As per provisions of the Companies Act, 2013 read with relevant Rules thereof, facility for making nominations is available to individuals holding shares in the Company. Members holding shares in physical form may obtain Nomination Form No. SH-13 from the Company's RTA. Members holding shares in electronic form are required to approach their DPs for the nomination.

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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  1. The Company's equity shares are compulsorily traded in dematerialised form by all investors Shareholders are requested to get the shares dematerialised in their own interest.

  2. The Company has created an Email Id. ‘[email protected], which is being used exclusively for the purpose of redressing the complaints of the investors.

  3. Members should quote their Folio No. / DP Id-Client Id, email addresses, telephone / fax numbers to get a prompt reply to their communications.

  4. The Notice of EGM along with the statement pursuant to Section 102 (1) and other related documents are available at the website of the Company. The relevant documents w.r.t. the resolution shall be open and accessible for inspection by shareholder / investor at registered office of the Company on any working day except holidays.

  5. The Scrutinizer shall after the conclusion of e-Voting at the EGM, first download the votes cast at the EGM and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such Report shall then be sent to the Chairman or a person authorized by him, within 48 (forty eight) hours from the conclusion of the EGM, who shall then countersign and declare the result of the voting forthwith. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the adjourned EGM, i.e. Wednesday, 7[th] February 2024.

  6. Members who wish to inspect the documents referred to in this Notice of EGM and explanatory statement on the date of EGM in electronic mode can send an email to [email protected].

By Order of the Board For Devinsu Trading Limited

Rajan Arvind Sawant Whole Time Director DIN: 08562840

Place: Mumbai Date: 31/01/2024

Registered Office :

82, Maker Chambers III, Nariman Point, Mumbai 400021 CIN : L51900MH1985PLC036383

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1:- APPOINTMENT OF Ms. DISHA RAJKUMAR JAIN (DIN: 07716625) AS AN INDEPENDENT DIRECTOR (NON-EXECUTIVE) OF THE COMPANY.

The Board of Directors on the recommenda�on of Nomina�on and Remunera�on Commi�ee, had appointed MS. DISHA RAJKUMAR JAIN (DIN: 07716625), as an addi�onal director in the category of independent director on 8[th] November 2023 and has been appointed as an independent director of the Company for period of consecu�ve 5 years (1[st] Term) w.e.f. 8[th] November 2023. Pursuant to the requirements of the Act, it is proposed to seek approval of the members for appointment of MS. DISHA RAJKUMAR JAIN (DIN: 07716625) for a term of 5 (Five) years commencing from 8[th] November 2023. Further MS. DISHA RAJKUMAR JAIN shall not be re�re by rota�on as provided under Sec�on 152 (6) of the Companies Act, 2013.

MS. DISHA RAJKUMAR JAIN (DIN: 07716625) have given the declara�on to the Board that he meet the criteria of the Independence as provided in sec�on 149(6) of the Companies Act, 2013. In the opinion of the board, he fulfill the condi�ons as specified in the Act, and Rules made thereunder for appointment as an Independent Director.

The terms and condi�ons of appointment of above Director shall be open for the inspec�on by the Members at the registered office of the company an any working day during business hours of the company up to the date of Extra Ordinary General Mee�ng.

The brief profile of the independent director to be appointed are given below:

MS. DISHA RAJKUMAR JAIN is a lawyer by profession and has experience of more than 4 years in field of consul�ng.

The Board considers that the appointment of MS. DISHA RAJKUMAR JAIN as an Independent Director of the Company would be in the interest of the Company. Accordingly, the Board recommends his appointed as an Independent Director of the Company for a period of 5 (five) years with effect from the 8[th] November 2023 and whose office shall not be liable to retirement of rotation.

Your Board recommends passing the proposed Resolu�on given in the resolu�on no. 1 as an Ordinary Resolu�on.

By Order of the Board For Devinsu Trading Limited

Rajan Arvind Sawant Whole Time Director DIN: 08562840

Place: Mumbai Date: 31/01/2024 Registered Office : 82, Maker Chambers III, Nariman Point, Mumbai 400021 CIN : L51900MH1985PLC036383

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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Annexure I

Details of the directors proposed to be appointed / re-appointed as per clause 1.2.5 of Secretarial Standards on General Meeting.

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Name of the Director Ms. DISHA RAJKUMAR JAIN
Age 29 years
Date of Appointment 08.11.2023
Expertise in specific functional area/ She is a lawyer by profession and has
brief resume experience of more than 4 years in field of
consulting
Qualification LLB
No. of equity shares held in the Nil
Company
Directorships in other listed entities and Satyam Silk Mills Limited
membership of committees of the board
Directorships in other unlisted entities Stolox Private Limited
and membership/ chairmanship of
committees of the board
Number of Meetings of the Board Nil
attended during the year
Relationship between Directors inter se, None
Manager and other Key Managerial
Personnel.
Terms and conditions of appointment/ Appointed for a term of 5 years.
re-appointment
Remuneration last drawn Not Applicable
Remuneration proposed to be paid Sitting fee for attending Board and
Committee meetings as may be decided by
the Board from time to time but not
exceeding the limits specified under the
Companies Act, 2013.
DIN 07716625
Category of directorship & designation Non-executive, Independent Director
----- End of picture text -----

DEVINSU TRADING LIMITED CIN: L51900MH1985PLC036383

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ROUTE MAP OF THE VENUE

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