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Epigral Limited — AGM Information 2023
Jun 3, 2023
59342_rns_2023-06-03_d7b3c265-36f5-4729-a4ae-4fa4afb5f3fc.pdf
AGM Information
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3[rd] June, 2023
| National Stock Exchange of India Limited “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East)Mumbai 400 051 SCRIP CODE: MFL |
BSE Limited Floor- 25, P J Tower, Dalal Street, Mumbai 400 001 SCRIP CODE: 543332 |
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Dear Sir,
Sub: Notice of Sixteenth (16[th] ) Annual General Meeting along with Annual Report of the Company for F.Y. 2022-23.
In compliance with the provisions of the Companies Act 2013 & rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and Circulars issued by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”), we wish to inform that Sixteenth (16[th] ) Annual General Meeting (“AGM”) of the Members of the Company is scheduled to be held on Tuesday, 27[th] June, 2023 at 10:30 a.m. through Video Conferencing / Other Audio Visual Means (“OAVM”) to transact the business, as set out in the Notice of AGM.
In reference to above, we are submitting herewith the Annual Report for the F.Y. 2022-23 along with the Notice of 16[th] AGM, which is being sent to the Members only through electronic mode. The same is also available on Company's website at www.meghmanifinechem.com.
Further to inform that the Company has fixed Tuesday, 20[th] June, 2023 as the “ Cut-off date ” for the purpose of remote e-voting, for ascertaining the eligibility of the Shareholders to cast their votes electronically in respect of the businesses to be transacted at the AGM.
The remote e-Voting facility would be available during the following period:
| Commencement of remote e-Voting | Saturday,24thJune,2023 at 09:00 a.m. |
|---|---|
| Conclusion of remote e-Voting | Monday,26thJune,2023 at 05:00p.m. |
| EVSN | 230529006 |
The Company has fixed Tuesday, 20[th] June, 2023 as “ Record date ” to determine the entitlement of the shareholders to receive dividend for the Financial Year 2022-23, if approved by the Members at the AGM, subject to deduction of tax at source (‘TDS’), the details of which is provided in the Notice of the AGM.
You are requested to kindly take the same on your record.
Yours faithfully, For Meghmani Finechem Limited
KAMLESH Digitally signed by KAMLESH DINKARRAY DINKARRAY MEHTA MEHTA Date: 2023.06.03 12:21:34 +05'30'
K. D. Mehta Company Secretary and Compliance Officer Membership No. FCS 2051
Encl.: As above
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Notice
MEGHMANI FINECHEM LIMITED
CIN No. L24100GJ2007PLC051717
Registered & Corporate Office: - Meghmani House”, B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad – 380 015, Gujarat, India.
NOTICE
NOTICE is hereby given that Sixteenth Annual General Meeting of Meghmani Finechem Limited will be held on Tuesday, 27[th] June, 2023 at 10:30 a.m. through Video Conferencing / Other Audio Visual Means to transact the following businesses: -
ORDINARY BUSINESS: -
Adoption of Financial Statements
1) To receive, consider, and adopt:
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(i) the Audited Standalone Financial Statement of the Company for the Financial Year ended 31[st] March, 2023 together with report of the Board of Directors & Auditors thereon; and
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(ii) the Audited Consolidated Financial Statement of the Company for the Financial Year ended on 31[st] March, 2023 together with report of the Auditors thereon.
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2) To confirm interim dividend paid @ 25% i.e.
H2.50/- per share on 4,15,50,158 Equity Shares ofH10/- each fully paid-up, to the shareholders for Financial Year 2022- 2023, and to declare Final Equity Dividend for the Financial Year 2022-2023. -
3) To appoint a Director in place of Mr. Maulik Patel (DIN . 02006947), who retires by rotation, and being eligible, offers himself for re-appointment.
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4) To appoint a Director in place of Mr. Kaushal Soparkar (DIN. 01998162), who retires by rotation, and being eligible, offers himself for re-appointment.
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5) To consider and if thought fit to pass the following resolution with or without modification as Special Resolution: -
RE-APPOINTMENT OF M/S S R B C & CO LLP, CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NO. 324982E / E300003) AS THE STATUTORY AUDITORS OF THE COMPANY
“ RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors Rules), 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s. S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No.324982E / E300003) Accountants were appointed as the Statutory Auditors of the Company for a Second term of five years from
the conclusion of 15[th] Annual General Meeting held in 2022 to the conclusion of 20[th] Annual General Meeting of the Company to be held in 2027, subject to ratification of their appointment by the Members at every intervening Annual General Meeting, And That the re-appointment of M/s S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No. 324982E / E300003) for the FY 2023-2024 be and is hereby ratified on such remuneration plus service tax, out-of-pocket expenses etc. as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”
“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.”
- 6) To consider and if thought fit to pass the following resolution with or without modification as Ordinary Resolution: -
TO RATIFY REMUNERATION TO COST AUDITORS
“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, as amended from time to time, remuneration of H 2,00,000/(Rupees Two Lakhs Only) excluding service tax, travelling and other out-of-pocket expenses payable to M/s K V Melwani & Associates, Cost Accountants (Registration No. 100497) who have been appointed as the Cost Auditors of the Company by the Board of Directors to conduct the audit of the cost records of the Company for the Financial Year 2023-2024, be and is hereby ratified.”
“RESOLVED FURTHER THAT the Board of Directors of the Company (including Audit Committee), be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.
By Order of the Board Registered Office: for MEGHMANI FINECHEM LIMITED Meghmani House, B/H Safal Profitaire, Prahladnagar, K. D. Mehta Ahmedabad 380 015 Company Secretary Date: 25/04/2023
K. D. Mehta Company Secretary Membership No. FCS 2051
Notice 2022-23[|] 225
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Notes:
Convening of AGM through Video Conferencing (“VC”) or any Other Audio-Visual Means (“OAVM”)
- In terms of General Circular No. 10/2022 dated 28[th] December, 2022 and other earlier circulars issued in this regard by the Ministry of Corporate Affairs (“MCA Circulars”) and in compliance with the provisions of the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”), the 16[th] Annual General Meeting (AGM) of the Members of the Company will be held through VC/OAVM, so that members can attend and participate in the AGM from their respective locations. The deemed venue for the 16[th] AGM shall be the Registered Office of the Company.
The Members are therefore requested not to visit Corporate / Registered Office to attend the AGM.
Dispatch of Notice and Annual Report through electronic means
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In compliance with the MCA Circulars read with Circular No. SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 dated 5[th] January, 2023 and other earlier circulars issued in this regard by the Securities and Exchange Board of India (“SEBI Circulars”), Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose name is recorded in the Register of Members / Register of Beneficial Owners as on 26[th] May, 2023 and whose email addresses are registered with the Company / Registrar and Share Transfer Agent (“Link Intime India Private Limited” / “RTA”) or with the respective Depository Participant(s) for communication purposes to the Members, unless any member has requested for a hard copy of the same.
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The Notice can also be accessed at the Company’s website at www.meghmanifinechem.com and at the website of the Stock Exchanges i.e. National Stock Exchange of India Limited at www. nseindia.com and BSE at Limited www.bseindia.com and at the website of CDSL (agency for providing the Remote e-Voting facility) at www.evotingindia.com .
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Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
Proxy form
- In terms of the MCA Circulars, physical attendance of members has been dispensed with and as such, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Hence, the Proxy Form and Attendance Slip are not annexed to the Notice . However, Pursuant to Section 112 and 113 of the Companies Act, 2013, representatives of the President of India or the Governor of State or the Body Corporates are entitled to attend the AGM through VC/OAVM and cast their votes through e-voting.
Explanatory Statement and details of Directors seeking appointment / re-appointment
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, forms part of this Notice.
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Details in respect of the Directors seeking appointment/reappointment at the Annual General Meeting, forms integral part of the Notice as ‘Annexure to the Notice’. The Directors have furnished the requisite declarations for their appointment / re-appointment.
E-Voting facility and joining of AGM through VC / OAVM
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the 16[th] AGM. Shareholders are requested to refer Page No. 226 to 231 for detailed procedure for e-Voting and participation in the AGM through VC/OAVM. The detailed procedure for participation in the meeting through VC/OAVM is also available at the Company’s website www. meghmanifinechem.com .
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For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (‘CDSL’) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
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In view of MCA & SEBI Circulars, printed copy of the Annual Report (including Notice) is not being sent to the Members.
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AGM convened through VC/OAVM is in compliance with applicable provisions of the Companies Act, 2013 read with MCA & SEBI Circulars as stated above.
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The voting period begins on Saturday, 24[th] June, 2023 at 9.00 a.m. and ends on Monday, 26[th] June, 2023 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 20[th] June, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
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The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
226[|] Meghmani Finechem Limited
Notice
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AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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The helpline number regarding any query / assistance for participation in the AGM through VC/ OAVM is 02223058542/43.
Book Closure and Cut-off Date for Dividend & Voting
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The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 21[st] June, 2023 to Tuesday, 27[th] June, 2023 (both days inclusive) for the purpose of Annual General Meeting.
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The Company has designated Tuesday, 20[th] June, 2023 as “Record Date” to determine the entitlement of the shareholders to receive dividend for the Financial Year 2022-23.
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The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the cut-off date i.e. Tuesday, 20[th] June, 2023 .
Quorum
- The attendance of Members attending the AGM through VC/ OAVM will be counted for the purpose of reckoning quorum under Section 103 of the Companies Act, 2013.
Scrutinizer for conducting E-Voting
- The Company has appointed Mr. Mukesh Khandwala, Partner of M/s. C N K Khandwala and Associates, Practicing Chartered Accountant to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the AGM, in a fair and transparent manner.
Voting Result
- The voting results shall be declared within two working days from the conclusion time of the Meeting. The results declared along with the Scrutinizer’s Report will be placed on the website of the Company at http://www.meghmani.com immediately after the result is declared by the Chairman or any other person authorised by the him in this regard and will simultaneously be sent to National Stock Exchange of India Limited and BSE Limited and where equity shares of the Company are listed.
PREVENT FRAUDULENT TRANSACTIONS
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To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts.
Inspection of Documents
- The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode by sending an e-mail to [email protected]
Dividend
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The Board of Directors at its meeting held on 25[th] April, 2023, has recommended a Final Dividend of Rs. 2.50 per equity share of the face value of Rs. 10/- each. The Final Dividend, if declared at the Annual General Meeting, will be paid to those members of the Company, whose names appear in the Register of Members or Register of Beneficial Ownership as on 20[th] June, 2023 (“Record Date”). The dividend will be paid within statutory time limit.
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SEBI has made it mandatory for all companies to use the bank account details furnished by Depositories and maintained by the Registrar and Share Transfer Agent for payment of Dividend to the Members electronically. In the absence of details for electronic payment or in cases where electronic payments have failed/ rejected by the Bank, the Company would issue demand drafts/dividend warrants/cheques and print the bank account details, as available, on instrument of payment of dividend.
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Members are requested to update the bank details including 11-digit IFSC code and 9 digit MICR code with the Depository Participants (DPs) to receive the amount of dividend quickly.
Taxation of Dividend
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We would like to draw the attention of members that the dividend after approval in the ensuing AGM will be paid to those shareholders who held shares in their demat account as on 20[th] June, 2023 (cut-off date for the purpose of dividend entitlement). Many times, Brokers are not transferring the shares purchased by their client (shareholders) and parking their shares in pool account and these shares are falling under category “clearing member”. Shareholders are therefore advised to ask their brokers to transfer their shares purchased into their demat account in order to receive amount of dividend and credit of Tax Deducted at Source (TDS), if any, into the account of members. If the shares are parked in their pool accounts as clearing member by the brokers of shareholders, the dividend will be paid to them.
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Pursuant to the Income-tax Act, 1961, as amended by the Finance Act, 2020, dividends paid or distributed by a Company after 1[st] April 2020 shall be taxable in the hands of the Shareholders. No tax will be deducted on payment of dividend to the resident individual shareholders if the amount of dividend payable does
Notice 2022-23[|] 227
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not exceed Rs. 5,000/-. Your Company shall therefore be required to deduct tax at source at the time of making the payment of the said Dividend payable. The shareholders are requested to update their PAN with the Company / RTA Agent and depositories (in case of shares held in demat mode). However, no tax or reduced tax shall be deducted on the dividend payable by the company in cases the shareholder provides Form 15G (applicable to any Resident Individual other than a Company or a Firm) / Form 15H (applicable to a Resident Individuals above the age of 60 years) / Form 10F (applicable to Non- Residents), provided that the eligibility conditions are being met. Needless to say, Permanent Account Number (PAN) is mandatory for category of Forms. To avail this benefit, shareholders need to provide respective declaration / document (form 15G /15H/ 10F) at the website of our RTA Agent or at below given link, on or before 20[th] June 2023.
https://web.linkintime.co.in/formsreg/submission-ofform-15g-15h. html
Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by uploading respective declaration/ documents as mentioned hereinabove.
Unclaimed dividends
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Members are requested to refer the details of unclaimed interim dividend of the Company as set out in the Report on Corporate Governance which is a part of this Annual Report and to approach our RTA Agent to claim their interim dividend.
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Members are requested to note that dividends not encashed or claimed within Seven Years from the date of transfer to the Company’s Unpaid Dividend Account, will be, transferred to the Investor Education and Protection Fund (IEPF) as per Section 125 of the Companies Act, 2013. Further, the shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, members/claimants are requested to claim their dividends from the Company within the stipulated timeline. The Members, whose unclaimed
dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.
Financial Information required
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Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions in writing to the Company at least 10 (Ten) days before the date of the Meeting from their registered e-mail address, mentioning their name, DPID and Client ID number/folio number and mobile number at the Company’s investor desk at [email protected] or [email protected] so that the information required may be made available at the Meeting.
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The Company is pleased to provide members, facility to exercise their right to vote at the 16[th] Annual General Meeting (AGM) by electronic means through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).
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The Recording/transcript of the AGM will be made available on the website of the Company www.meghmanifinechem.com in the Investors Section, as soon as possible after the Meeting is over.
INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
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Step 1 Access through Depositories CDSL/NSDL e-Voting system in case of Individual Shareholders holding shares in demat mode.
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In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/ NSDL is given below:
| Type of shareholders | Login Method | |
|---|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL Depository |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww.cdslindia.comhome page 5) The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers |
228[|] Meghmani Finechem Limited
Notice
| Type of shareholders | Login Method | |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL Depository |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) 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 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 number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting |
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| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected]orcontact at 022-23058738 and 022-23058542-43 |
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| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected]or call at toll free no.:1800 1020 990 and 1800 22 44 30 |
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
Notice 2022-23[|] 229
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| For Physical shareholders and other than individual shareholders holding shares in Demat. |
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|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) ¾ Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA. |
| Dividend Bank Details ORDate of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. ¾ If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld. |
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7 After entering these details appropriately, click on “SUBMIT” tab.
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8 Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field.
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9 Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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10 For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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11 Click on the EVSN of Meghmani Finechem Limited.
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12 On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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13 Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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14 After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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15 Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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16 You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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17 If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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18 There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
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19 Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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¾ Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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¾ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
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¾ After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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¾ The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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¾ It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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¾ Alternatively, Non Individual shareholders are required mandatorily to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
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Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 (Seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at helpdesk@ meghmanifinechem.com.
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The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance at least 7 (Seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] These queries will be replied to by the company suitably by email.
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
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If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not
NAME COMPANY
REGISTRAR AND TRANSFER AGENT
E-VOTING AGENCY
SCRUTINIZER
Registered Office:
Meghmani House, B/H Safal Profitaire, Prahladnagar, Ahmedabad 380 015 Date: 25/04/2023
participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to the Company/RTA email id.
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participants (DPs)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk. [email protected] or contact at toll free no. 1800 22 55 33
All grievances connected with the facility for voting by electronic means may be addressed to: -
Mr. Rakesh Dalvi,
Sr. Manager, (CDSL)
Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013
or send an email to [email protected] or call toll free no. 1800 22 55 33.
CONTACT DETAILS
Meghmani Finechem Limited “Meghmani House”, B/H Safal Profitaire, Corporate Road, Prahaladnagar, Ahmedabad - 380 015 E-MAIL:- [email protected] Link Intime India Private Limited C 101, 247 Park, L.B.S. Marg, Vikhroli (WEST), Mumbai - 400083. Tel: +91 022 - 4918 6270, Fax: +91 22 4918 6060 E-MAIL:- [email protected] Central Depository Services [India] Limited E-MAIL: :- [email protected] Mr. Mukesh Khandwala – Chartered Accountants M/S C N K Khandwala & Associates E-MAIL:- [email protected]
By Order of the Board for MEGHMANI FINECHEM LIMITED
K. D. Mehta Company Secretary Membership No. FCS 2051
Notice 2022-23[|] 231
==> picture [49 x 32] intentionally omitted <==
ANNEXURE TO THE NOTICE
Item No. 3 & 4
Details of Directors seeking appointment / reappointment at the 16[th] Annual General Meeting in pursuance of provisions of the Companies Act, 2013 & Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
| Full Name | Maulik Patel | Kaushal Soparkar |
|---|---|---|
| DIN No. | 02006947 | 01998162 |
| Age | 41 Years | 39 Years |
| Designation | Chairman & ManagingDirector | ManagingDirector & CEO |
| Re-Appointment | FY 2022 | FY 2022 |
| Qualifcation | ¾ BE (Chemical) from Sardar Patel University, Vallabh Vidyanagar, Anand ¾ Masters of Science (Chemical Engineering) from University of Southern California, USA ¾ MBA–LongIsland University, USA. |
¾ B.S. (Chemical) from University of New Haven (U.S.) ¾ M.S. (Engineering Management), Northeastern University (U.S.) |
| Experience | 14years | 13years |
| Expertise | Leadership, Strategic Planning, Technical expertise, Production, Corporate Affairs and Policy decision making |
Leadership, Information Technology, Technical, Marketing. |
| Last Remuneration | As mentioned in the Report on Corporate Governance |
As mentioned in the Report on Corporate Governance |
| Shareholding | 21,54,367 EquityShares | 17,22,929 EquityShares |
| Relationship with other directors and KMP |
Maulik Patel, Ankit Patel, Karana Patel and Darshan Patel are related as cousin brothers. |
Mr. Kaushal Soparkar is not related to other Directors. |
| Member/ Chairperson of committees of the Company |
Shareholders’ / Investors’ Grievances Committee - Member |
- |
| Directorships held in other public companies |
1. Meghmani Advanced Sciences Limited 2. Kilburn Chemicals Limited |
1. Meghmani Advanced Sciences Limited 2. Kilburn Chemicals Limited |
| Membership of committees held in other Indian companies |
None |
None |
| Chairpersonship of committees held in other Indian companies |
None | None |
This Explanatory Statement is provided, though strictly not required, as per Section 102 of the Companies Act, 2013
Item No. 5
M/s. S R B C & CO LLP, a firm of Chartered Accountants (having Firm Registration Number 324982E / E300003) were appointed as the Statutory Auditors of the Company for a second term of five years from the conclusion of the 15[th] Annual General Meeting of the Company till the conclusion of the 20[th] Annual General Meeting subject to ratification of their appointment by the Members at every intervening Annual General Meeting. M/s. S R B C & CO LLP have submitted the certificate of eligibility as per the provisions of the applicable laws.
Members are requested to ratify the re-appointment of M/s. S R B C & CO LLP as the Statutory Auditors of your Company for F. Y. 2023-2024 by passing a Special Resolution.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 6
TO RATIFY AND APPROVE REMUNERATION PAYABLE TO COST AUDITORS FOR F.Y. 2023-24
The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. K V Melwani & Associates, Cost Accountants (Registration No. 100497), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31[st] March, 2024 at a remuneration amounting to Rs. 2,00,000/- (Rupees Two Lakh only) per annum plus applicable tax and out of pocket expenses payable to the Cost Auditors.
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Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 6 of the Notice. The Board accordingly recommends the resolution at Item No. 6 of this Notice for the approval of the Members.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors need to be ratified and approved by the members of the Company.
None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the resolution at Item No. 6 of this Notice
Registered Office:
Meghmani House, B/H Safal Profitaire, Prahladnagar, Ahmedabad 380 015 Date: 25/04/2023
By Order of the Board for MEGHMANI FINECHEM LIMITED
K. D. Mehta Company Secretary Membership No. FCS 2051
Notice 2022-23[|] 233