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Elantas Beck India Ltd — Proxy Solicitation & Information Statement 2022
Aug 10, 2022
60882_rns_2022-08-10_df59b954-f9c2-45c8-858c-539f19463860.pdf
Proxy Solicitation & Information Statement
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ELANTAS Beck India Ltd. 147 Mumbai-Pune Road, Pimpri, Pune 411018, India
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400 001
Subject: The Notice under Section 110 of the Companies Act 2013 (Notice)
Dear Sir/Madam,
In continuation of our earlier communication dated 5 August 2022, please find enclosed the Notice for Ballot through Remote e-voting, seeking approval of the Members of the Company for appointment of Mrs. Usha Rajeev (DIN: 05018645) as a Director in the capacity of Independent Director of the Company for a period of Five years from 27 July 2022 to 26 July 2027.
The said Notice is also available on the website of the Company.
This is for your kind information and records.
Thanking You,
For ELANTAS Beck India Limited
Abhijit Tikekar Head Legal &t Company Secretary (Membership No. ACS 2021 3)
End: As above

Date 10-08-2022
Page 1/1
Your contact Abhijit Tikekar
Tel (direct) +91 20 67190606
Fax (direct) +91 20 67190793
E-mail Ab h ij i t. T i ke k a r@ a I to n a. co m
ELANTAS Beck India Ltd.
147 Mumbai-Pune Road Pimpri Pune 411018, India Tel +91 20 67190600 Fax +91 20 67190792 www.elantas.com
Registered
Registered Office. 147 Mumbai-Pune Road, Pimpri, Pune 411018, India CIN:L24222PN1956PLC134746
ELANTAS BECK INDIA LIMITED
CIN: L24222PN1956PLC134746 Regd.Office: 147, Mumbai – Pune Road, Pimpri, Pune 411018 Email: [email protected], Tel No.: 020-67190606 Website: https://www.elantas.com/beck-india/
BALLOT NOTICE
[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India]
Dear Member(s),
Noticeis hereby given, pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), read with Rule 20 and Rule 22 the Companies (Management and Administration) Rules, 2014 ('the Rules'), The Secretarial Standard-2 on General Meetings (Secretarial Standard), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) and other applicable laws, rules and regulations, if any, (including any statutory modification/ amendment thereto or re-enactment thereof for the time being in force) and in light of the General Circular Nos.14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 2/2022 dated 8 April 2020, 13 April 2020, 15 June 2020, 28 September 2020, 31 December 2020, 23 June 2021, 8 December 2021 and 5 May 2022 respectively issued by the Ministry of Corporate Affairs ("MCA Circulars") that the Special Resolution appended below is proposed to be passed by the Members through postal ballot (remote electronic voting).
Further, the MCAhas clarified that the requirements provided in rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for companies that are required to provide e-voting facility under the Act while they are transacting any business(es) only by ballot through remote e-voting system up to 31 December 2022.
Pursuant to Rule 22 (5) of the Rules, the Board of Directors of the Company has appointed Mr. Prajot Tungare, (Mem. No. FCS5484), partner of Prajot Tungare & Associates, Practicing Company Secretaries, Pune as the Scrutinizer ('Scrutinizer') for conducting the remote e-voting process in a fair and transparent manner. He has communicated his willingness to be appointed and will be available for the said purpose.
Members, to cast their vote by way of e-voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section 'Voting through Electronic Means'. E-voting will commence on 12 August 2022 (9:00 a.m. IST) and will end on 11 September 2022(5:00 p.m. IST). E- voting platform will be blocked by NSDLat 5.00 p. m. (IST) on 11 September 2022. The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman after the completion of the scrutiny of the votes cast by Electronic Means. The said result will be announced on or before two working days from the closure of Electronic Voting.
The hard copies of Ballot Notice along with Ballot Forms and pre-paid business envelope will not be sent to the members for this Ballot, in accordance with the exemptions granted by the MCA Circulars. Members are required to communicate their assent or dissent through the remote e-voting system only.
The results of the voting along with the Scrutinizer's Report will be displayed at the Registered & Corporate Office of the Company, intimated to NSDLand The Bombay Stock Exchange and displayed on the website of the Company.
Pursuant to Section 102 of the Act, the Explanatory Statement pertaining to the Resolution appended below, setting out the material facts concerning the Resolution and the reason thereof is annexed hereto for your consideration.
Special Resolution
To consider and, if thought fit, to give assent/dissent, to the following as a Special Resolution:
"RESOLVED THAT Mrs. Usha Rajeev (DIN: 05018645) who was appointed as an Additional Director of the Company effective 27 July, 2022, by the Board of Directors, in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as a Director of the Company.
FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and Regulation 17, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, consent be and is hereby accorded for appointment of Mrs. Usha Rajeev (DIN: 05018645) who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as an Independent Director of the Company, not liable to retire by rotation, for a period of Five years from 27 July 2022 to 26 July 2027."
By order of the Boardof Directors For ELANTAS Beck India Limited
SD/-
Abhijit Tikekar Head Legal & Company Secretary Membership No. : ACS 20213
Date: 04 August 2022 Place: Pune
Registered Office:
147, Mumbai- Pune Road, Pimpri, Pune 411018 Email : [email protected] Website: https://www.elantas.com/beck-india/
Notes:
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- The Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013, read with the Rules made thereunder, setting out material facts in respect of the proposed Special Resolution as set out in the Notice, is annexed hereto.
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- In compliance with provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of Companies ( Management and Administration ) Rules, 2014 and in the light of the General Circular Nos.14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 2/2022 dated 8 April 2020, 13 April 2020, 15 June 2020, 28 September 2020, 31 December 2020, 23 June 2021, 8 December 2021 and 5 May 2022 respectively, issued by the Ministry of Corporate Affairs, the Notice is being sent via e-mail to the Members whose names along with Email IDs appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on 5 August 2022 and available in the records of the Company's Registrar and Share Transfer Agents (in case of physical shareholding) as on that date. The said Members will only be considered eligible for the purposes of electronic voting. Aperson who is not a Member as on 5 August 2022 should treat this notice for information purposes only.
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- The date of completion of dispatch of e-mails will be announced through advertisement in Newspapers.
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- Resolution passed by the Members through the Electronic Voting process under Section 110 of the Companies Act, 2013, read with rules framed thereunder, is deemed to have been passed on last date of remote e-voting as if they have been passed at a General Meeting of the Members.
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- In Compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed thereunder, Secretarial Standard and Regulation 44 of the Listing Regulations (including any statutory modification or re-enactment thereof for the time being in force) the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolution through the e-voting service facility arranged by NSDL. The instructions for electronic voting are reproduced in point No.13 of these notes.
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- The Scrutinizer will submit his report to the Chairman or to any person authorized by him. The result shall be declared within two working days of the closure of electronic voting and also communicated to The Bombay Stock Exchange (BSE) where the shares of the Company are listed and will also be displayed on the Company's website i.e. https://www.elantas.com/beck-india/about-us.html, Notice Board of the Company at its Registered Office and on the website of NSDL.
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- The last date for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
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- A letter of appointment of Mrs. Usha Rajeev will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by E-voting i.e. Sunday, 11 September 2022 and also on the website of the Company at https://www.elantas.com/beck-india/aboutus.html.
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- Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, the 5 August 2022 (the cut-off date).
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- The e-voting period commences on 12 August 2022 (9:00 a.m. IST) and ends on 11September 2022 (5:00 p.m. IST).
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- A copy of this Notice has been displayed on the website of the Company at https://www.elantas.com/beckindia/about-us.html, and will remain on such website until the last date of e-voting from the Members. Members may also note that this Notice will also be available on the website of the Stock Exchange where the equity shares of the Company are listed i.e. BSE Ltd. https://www.bseindia.com/.
| Particulars | Mrs. Usha Rajeev (DIN: 05018645) |
|---|---|
| Date of birth | 12 October 1963 |
| Date of first appointment on theBoard | 27 July 2022 |
| Qualifications | Fellow member of the Institute of Chartered Accountants of India and aGraduate of the Institute of Cost and Works Accountants of India. |
| Expertise in specific area | Audit and Assurance |
| Directorships held in otherCompanies | Nil |
| Membership/ Chairmanships ofCommittees of Other Companies | Nil |
| Shareholding in the Company as on27 July 2022 | Nil |
| No. of Board Meetings attended | Nil |
| Remuneration Last drawn *sittingFees & Commission) | *Rs. Nil/- |
| Terms & Conditions of Appointment/Re-appointment | As per the Resolution of theNotice under Section 110 of the CompaniesAct, 2013 dated 04 August 2022read with Explanatory Statement thereto. |
| Remuneration Proposed to be paid | As may be decided by the Board. |
| Relationship with Other Directors, &KMP | Not related to any Director / Key Managerial Personnel |
| Listed entities from which theperson has resigned in the pastthree years. | Nil |
- Details of Director seeking appointment ;
13. Voting through electronic means
In compliance with Regulation 44, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 108 and other applicable provisions of the Companies Act, 2013, read with the related Rules and Secretarial Standard, the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically. The Company has engaged the services of NSDLfor the purpose of providing e-voting facility to all its members.
The way to vote electronically on NSDLe-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDLe-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual equityshareholders holdingsecurities in demat modewith NSDL | 1. ExistingIDeASusercanvisitthee-ServiceswebsiteofNSDLViz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On thee-Services home page click on the "Beneficial Owner" icon under "Login" whichis available under 'IDeAS' section , this will prompt you to enter your existing UserID and Password. After successful authentication, you will be able to see e-Votingservices under Value added services. Click on "Access to e-Voting" under eVoting services and you will be able to see e-Voting page. Click on company nameor e-Voting service provider i.e. NSDL and you will be re-directed to e-Votingwebsite of NSDLfor casting your vote during the remote e-Voting period. |
| 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 3. 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 numberhold with NSDL), Password/OTP and a Verification Code as shown on the screen.After successful authentication, you will be redirected to NSDL Depository sitewherein you can see e-Voting page. Click on company name or e-Voting serviceprovider i.e. NSDL and you will be redirected to e-Voting website of NSDL forcasting your vote during the remote e-Voting period.4. Shareholders/Members can also downloadNSDL Mobile App "NSDL Speede" facility byscanning the QR code mentioned below forseamless voting experience. | |
| Individual equityshareholders holdingsecurities in dematmode with CDSL | 1. Existing users who have opted for Easi / Easiest, they can login through their userid and password. Option will be made available to reach e-Voting page without anyfurtherauthentication. TheURL foruserstologintoEasi/Easiestarehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click onNew System Myeasi. |
| 2. After successful login of Easi/Easiest the user will be also able to see the E VotingMenu. The Menu will have links of e-Voting service provider i.e. NSDL. Click onNSDL to cast your vote. | |
| 3. If the user is notregistered 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 dematAccount Number and PAN No. from a link in www.cdslindia.com home page. Thesystem will authenticate the user by sending OTP on registered Mobile & Email asrecorded in the demat Account. After successful authentication, user will beprovided links for the respective ESPi.e. NSDL where the e-Voting is in progress. |
| Individual equityshareholders (holdingsecurities in dematmode) login through theirDepository Participant. | You can also login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSLfor e-Voting facility. upon loggingin, you will be able to see e-Voting option. Click on e-Voting option, you will be |
|---|---|
| redirected to NSDL/CDSL Depository site after successful authentication, whereinyou can see e-Voting feature. Click on company name or e-Voting service provider i.e.NSDL and you will be redirected to e-Voting website of NSDL for casting your voteduring the remote e-Voting period or joining virtual meeting & voting during themeeting. |
Important Note:
Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.
Helpdesk for individual equity shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDLand/or CDSL:
| Login type | Help desk details |
|---|---|
| Individual equity shareholders | Equity shareholders facing any technical issue in login can contact NSDL |
| holding securities in demat | helpdesk by sending a request at [email protected] or call at toll free no.: |
| mode with NSDL | 18001020990 and 1800224430 |
| Individual equity shareholders | Equity shareholders facing any technical issue in login can contact CDSL |
| holding securities in demat | help desk by sending a request at [email protected] or |
| mode with CDSL | contact at 022-23058738 or 022-23058542-43 |
B) Login method for e-Voting and joining virtual meeting for equity shareholders other than individual equity shareholders holding securities in demat mode and equity shareholders holding securities in physical mode.
How to log-into NSDL e-Voting website?
- (1) Visitthee-VotingwebsiteofNSDL.Openwebbrowserbytypingthefollowing URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.
- (2) Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- (3) Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively,ifyouare registeredforNSDLe-servicesi.e.IDeAS, you can log-inat https://eservices.nsdl.com/ with your existing IDeAS login.
Once you log-into NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
(4) Your User ID details are given below:
| Manner of holding shares i.e.Demat (NSDL or CDSL) orPhysical | Your User ID is: |
|---|---|
| (i) For members who hold | 8 Character DPID followed by 8 Digit Client ID |
| shares in demat account | For example, if your DPID is IN300*** and Client ID is 12****** then your |
| with NSDL | user Id is IN30012***. |
| (ii) For members who hold | 16 Digit Beneficiary ID |
| shares in demat account | For example, if your Beneficiary ID is 12************** |
| with CDSL | then your user ID is 12************** |
| (iii) For members holdingshares in Physical Form | EVEN Number followed by Folio Number registered with the companyFor example, if folio number is 001and EVEN is 101456Then user ID is 101456001 |

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- Password details for shareholders other than Individual shareholders are given below:
- a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
- b) If you are using NSDLe-Voting system for the first time, you will need to retrieve the 'initial password'which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password'and the system will force you to change your password.
- c) How to retrieve your 'initial password'?
- (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDLfrom your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDLaccount, last 8 digits of client ID for CDSLaccount or folio number for shares held in physical form. The .pdf file contains your 'User ID'and your 'initial password'.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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- If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
- a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
- b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
- d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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- Now, you will have to click on "Login" button.
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- After you click on the "Login" button, Home page of e-Voting will open.
Step2: Cast your vote electronically on NSDLe-Voting system
How to cast your vote electronically on NSDLe-Voting system?
- (1) After successful login at Step1, you will be able to see all the companies "EVEN "in which you are holding shares and whose voting cycle is in active status.
- (2) Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- (3) Now you are ready for e-Voting as the Voting page opens.
- (4) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- (5) Upon confirmation, the message "Vote cast successfully" will be displayed.
- (6) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- (7) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
GENERALGUIDELINES FOR SHARE HOLDERS
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
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- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote, Asst Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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- In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
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- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.Login method for e-Voting for Individual shareholders holding securities in demat mode.
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- Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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- In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
General guidelines for members
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- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board resolution / authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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- It is strongly recommended that you do not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the 'Forgot User Details / Password?'or the 'Physical User Reset Password?'option available on www.evoting.nsdl.com, to reset the password.
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- In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and the e-voting user manual for shareholders available in the download section of www.evoting.nsdl.com , or call on the toll-free no.: 1800 1020 990 and 1800 22 44 30, or send a request at [email protected] or contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., Trade World, 'A' Wing, 4 Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, at the designated email address: [email protected] or at telephone no. 1800 1020 990 and 1800 22 44 30, who will also address grievances connected with voting by electronic means.
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- The e-voting period commences on 12 August 2022 (9:00 a.m. IST) and ends on 11 September 2022 (5.00 p.m. IST). During this period, Members of the Company holding shares either in physical or dematerialized form, as on the relevant date i.e. 5 August 2022, may cast their vote electronically. The e-voting module shall be disabled by
NSDLfor voting thereafter i.e., on 11 September 2022. Amember will not be allowed to vote again on any resolution on which a vote has already been cast.
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- The voting rights of Members shall be proportionate to their share of the paid-up equity share capital of the Company as on the relevant date i.e. 5 August 2022.
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- In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Alternately, Members can also update the details by clicking on : https://linkintime.co.in/EmailReg/Email\_Register.html and following the procedure mentioned therein
THE EXPLANATORY STATEMENT UNDER SECTION 102(1) READ WITH SECTION 110 OF THE COMPANIES ACT, 2013
The Nomination & Remuneration Committee, while recommending the appointment of Mrs. Usha Rajeev in its Meeting held on 27 July 2022, considered that Mrs. Usha Rajeev, 58 years old, has over 30 years of experience in Audit and Assurance. With Price Waterhouse, a member firm of Price waterhouse Coopers International Ltd, she served as a Partner for over 19 years before taking early retirement in 2018. During her tenure, she has held significant leadership roles which include India Risk and Quality Leader, Member India Audit Leadership team, Leader of the Audit Practice for the North & East India regional practices, India Telecom Sector Leader, and Global Relationship Partner for one of India's largest Telecom companies.
Presently, Mrs. Usha Rajeev is acting as Board member and Chairperson of the Finance Committee on the Board of Welham Girls'School, Dehradun.
Your directors are of the opinion that with the vast experience gained in working in Audit and Assurance field, Mrs. Usha Rajeev has the required skills, competence and expertise in guiding the Company in its various strategic and operational issues. Accordingly, the Board of Directors of the Company, in its Meeting held on 27 July 2022, appointed Mrs. Usha Rajeev (DIN: 05018645 ) as an Additional Director of the Company with effect from 27 July 2022.
In accordance with the provisions of Section 161 of Companies Act, 2013 and Regulation 17 of the, Mrs. Usha Rajeev shall hold office subject to the approval of shareholders in terms of Regulation 17 (1C) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board recommends the appointment of Mrs. Usha Rajeev as an Independent Director with effect from 27 July 2022 for a period of 5 years, for the consideration of Members.
The Company has received consent from Mrs. Usha Rajeev to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that she is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.
Also, the Company has received a declaration of independence from Mrs. Usha Rajeev. In the opinion of the Board, Mrs. Usha Rajeev fulfills the conditions specified in the Companies Act, 2013 and the Listing Regulations, 2015, for appointment as Independent Director of the Company.
Further, the Company has also received notice under Section 160 of the Companies Act, 2013 signifying candidature of Mrs. Usha Rajeev as an Independent Director of the Company.
Mrs. Usha Rajeev is interested in the Resolution.
The relatives of Mrs. Usha Rajeev may be deemed to be interested in the Resolution, to the extent of their shareholding interest, if any, in the Company.
Except Mrs. Usha Rajeev, none of the other Directors and other Key Managerial Personnel or their respective relatives is concerned or interested financially or otherwise in this Resolution.
The Board recommends passing of the Special Resolution as set out in the Notice.
By order of the Boardof Directors For ELANTAS Beck India Limited
SD/-
Abhijit Tikekar Head Legal & Company Secretary Membership No. : ACS 20213
Date: 04 August 2022 Place: Pune
Registered Office:
147, Mumbai- Pune Road, Pimpri, Pune 411018 Email : [email protected] Website: https://www.elantas.com/beck-india/