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Global Surfaces Limited — AGM Information 2024
Aug 27, 2024
59635_rns_2024-08-27_f279c8ad-92b0-4825-936b-466977fc71c4.pdf
AGM Information
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Ref: GSL/SEC/2024-25/35
Date: August 27, 2024
To,
BSE Limited , National Stock Exchangeof India Limited Dept of Corporate Services The Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai 400 001 (Maharashtra) Mumbai 400 051 (Maharashtra)
Scrip Code: 543829 Symbol: GSLSU
Subject: Notice convening the 33[rd ] Annual General Meeting to be held on September 21, 2024
Dear Sir/ Madam,
Pursuant to Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Notice of the 33[rd] Annual General Meeting (“AGM”) of the Members of Global Surfaces Limited ("the Company") to be held on Saturday, September 21, 2024, at 11:00 A.M. IST through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM") facility.
The Cut-off date, for determining the eligibility of Shareholders to vote by electronic means through remote e-voting before AGM or e-voting during the AGM, is Friday, September 13, 2024. The remote e-voting shall commence on Wednesday, September 18, 2024 at 9:00 AM and will end on Friday, September 20, 2024 at 5:00 PM.
The aforesaid Notice of the 33[rd] AGM along with the Annual Report for the Financial Year 202324 is also being made available on the website of the Company at www.globalsurfaces.in.
This is for your information and records.
Thanking You
Yours Faithfully,
For Global Surfaces Limited
DHARAM Digitally signed by DHARAM SINGH SINGH RATHORE Date: 2024.08.27 16:18:59 RATHORE +05'30' Dharam Singh Rathore Company Secretary and Compliance Officer ICSI Mem. No.: A57411
Place: Jaipur Encl: As Above.
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Global Surfaces Limited
CIN: L14100RJ1991PLC073860
Regd. Office: Plot No. PA-10-006, Engineering and Related Industries SEZ, Mahindra World City, Tehsil-Sanganer, Jaipur, Rajasthan, 302037 Phone: 0141-7191000
E-mail: [email protected] Website: www.globalsurfaces.in
NOTICE OF THE THIRTY THIRD ANNUAL GENERAL MEETING
NOTICE is hereby given that the 33rd Annual General Meeting (AGM) of Global Surfaces Limited will be held on Saturday, September 21, 2024, at11:00 A.M. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following business:
ORDINARY BUSINESS:
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To receive, consider and adopt:
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(a) The Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2024 together with the reports of the Board of Directors and Auditors thereon; and
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(b) The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024 and Auditor’s report thereon.
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- To appoint a director in place of Mrs.Sweta Shah (DIN: 06883764), who retires by rotation and being eligible, offers herself for re-appointment.
SPECIAL BUSINESS:
- To change the designation of Mrs. Sweta Shah (DIN: 06883764) from Director (Executive) to Whole-time Director of the Company.
To consider, and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made thereunder and Schedule V of the Act and other applicable Regulations, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulation’) including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force and Nomination and Remuneration Policy of the Company, upon recommendation of Nomination & Remuneration Committee and approval of the Board and subject to Articles of Association of the Company, consent of the members be and is hereby accorded for change of designation of Mrs. Sweta Shah (DIN: 06883764) from Director (Executive) to Wholetime Director of the Company effective from 14th
August, 2024, liable to retire by rotation, on the terms and conditions including remuneration (which includes the payment of salary, allowances and perquisites) as detailed in the explanatory statement attached hereto, with powers to the Board to alter, amend, vary and modify the terms and conditions of the said appointment and remuneration payable to her from time to time as it deems fit, in such manner as may be mutually agreed between the Board of Directors and Mrs. Sweta Shah.
RESOLVED FURTHER THAT pursuant to regulation 17(6)(e) of the Listing Regulations, the consent of the members of the Company be and is hereby accorded for continuation of payment of remuneration to Mrs. Sweta Shah (DIN: 06883764) in capacity as Whole-time director of the Company, even if the annual remuneration payable to Mrs. Sweta Shah may exceed Rupees 5 crores or 2.5 per cent of the net profits of the Company (whichever is higher) or individually and / or the aggregate annual remuneration to all executive directors who are promoters or members of the promoter group exceeds 5 per cent of the net profits of the Company in any year during her tenure.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”
- To approve revision in the remuneration of Mr. Mayank Shah (DIN: 01850199), Chairman and Managing Director of the Company
To consider, and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), and the rules made thereunder, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (in each case including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Nomination and Remuneration Policy of the Company, upon recommendation of Nomination & Remuneration Committee and approval of the
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NOTICE
Board and subject to Articles of Association of the Company, consent of the members be and is hereby accorded for payment of managerial remuneration, including without limitation, fixed pay, variable pay, incentives and any other benefits, perquisites, retirement benefits required to be included in the computation of remuneration in accordance with Schedule V of the Act (collectively referred to as ‘Managerial Remuneration’) to Mr. Mayank Shah (DIN:01850199), Chairman and Managing Director, as detailed in the explanatory statement attached hereto, for a period of 3 (three) years i.e. F.Y. 2024-25 to F.Y. 2026-27, to the extent and in the manner decided by the Board of Directors of the Company provided that such annual managerial remuneration may exceed the overall ceiling as prescribed in Section 197 of the Companies Act, 2013 read-with Schedule V and Rules made thereunder.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any Committee thereof, constituted/ to be constituted by the Board) be and is hereby
authorized to determine, vary, alter, enhance or widen the scope of and modify the terms and conditions of his Managerial Remuneration and/ or any other term in his agreement/appointment letter with the Company (collectively referred to as ‘Variation’) during his current tenure, as may be agreed to between the Board and Mr. Mayank Shah (DIN:01850199), Chairman and Managing Director, subject to such approvals of applicable authorities, as may be required under the applicable laws to such Variations but without being required to seek any further consent or approval of the member(s) of the Company or otherwise to the end and intent that the members of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT any one of the Directors be and is hereby authorized to do all such acts, deeds and things as it may consider necessary, expedient or desirable, including delegate all or any of its powers herein conferred to any Committee of Directors and / or Director(s) and / or Officer(s) / Employee(s) of the Company, to give effect to the above resolution.
By order of the Board of Directors For Global Surfaces Limited
Dharam Singh Rathore
Date: August 14, 2024 Place: Jaipur NOTES :
EXPLANATORY STATEMENT
- An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (“the Act”) read with the rules made thereunder, setting out material facts in respect of the Special Businesses to be transacted at the meeting at Item No. 3 and 4of the notice and relevant details of the Director proposed to be re-appointed, as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and as required under Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are annexed hereto.
CONDUCT OF AGM THROUGH VC/OAVM
- In compliance with the provisions of the Act read with rules made thereunder and Ministry of Cor-
(Company Secretary and Compliance Officer) ICSI Mem. No .: ACS 57411 Email : [email protected]
- porate Affairs (“MCA”) General Circular No. 09/2023 dated 25 September 2023 read with General Circular No. 20/2020 dated 05 May 2020, General Circular No. 14/2020 dated 08 April 2020, General Circular No. 17/2020 dated 13 April 2020, and other applicable circulars issued by MCA and Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated 11 July 2023 read with Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated 07 October 2023 and other applicable circulars issued by the Securities and Exchange Board of India (SEBI) (MCA Circulars and SEBI Circulars are collectively referred to as “Circulars”), the Companies are permitted to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) upto 30 September 2024 without the physical presence of members at a common venue as well as to send the Notice of AGM along with Annual Report through electronic mode to those Members whose e-mail addresses were registered with the Company/ Depositories.
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NOTICE OF 33[RD] AGM
NOTICE
Therefore, in accordance with, the said Circulars and applicable provisions of the Act and Listing Regulations, the 33rd AGM of the Company is being held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
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Pursuant to Section 108 of the Act and Rule 20 of Companies (Management and Administration) Rules, 2014, and Regulation 44 of the Listing Regulations, the SS-2 and MCA Circulars, the Company has provided remote e-voting facility to all the members of the Company in respect of the business to be transacted at the AGM. National Securities Depository Limited (‘NSDL’) will be providing facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/ OAVM and instructions for e-voting are explained at Note No. 28 below and is also available on the website of the Company at www.globalsurfaces.in
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The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company. Since this AGM is being held pursuant to the MCA Circulars through VC/ OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence, the proxy form and attendance slip and route map of AGM are not annexed to this notice.
AUTHORISED REPRESENTATIVE
- Pursuant to Section 113 of the Companies Act, 2013, Institutional/ Corporate Shareholders (i.e., other than Individuals/ HUF/NRI etc.) are entitled to authorise their representatives to attend and vote at the AGM. Members are requested to send a scanned copy (in PDF/JPG Format) of their Board or Governing Body Resolution with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email at [email protected] a copy marked to [email protected]. The Board Resolution can also be uploaded by clicking on ‘Upload Board Res-
olution/Authority Letter’ displayed under ‘E-voting’ tab in their login.
DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs
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In continuation with the General Circulars No. 20/2020, 02/2022, 10/2022, 11/2022 and 09/2023 dated May 5, 2020, May 5, 2022, December 28, 2022 and dated September 25, 2023 respectively, issued by the Ministry of Corporate Affairs ("MCA") (collectively referred to as “MCACirculars”) and SEBI Circular Nos.SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, and SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5,2023, SEBI/HO/CFD/ CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India ("SEBI") (collectively referred to as 'SEBI Circulars”), the financial statements (including Boards Report, Auditors Report or other documents required to be attached therewith) for the Financial Year ended March 31, 2024 pursuant to Section 136 of the Act and the Notice calling the AGM pursuant to Section 101 of the Act read with the Rules framed thereunder, are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or the Registrar and Share Transfer Agent ("RTA") or the Depository Participant(s).
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The Notice of 33rd Annual General Meeting along with the Annual Report is available on the website of the Company at www.globalsurfaces.in and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e., BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com) and on the website of RTA at www.bigshareonline.com. The physical copies of such statements and Notice of AGM will be dispatched only to those shareholders who request for the same. Members who are desirous to have a physical copy of the Annual Report should send a request to the Company’s e-mail [email protected] clearly mentioning their Folio number/DP and Client ID. Members are requested to register/ update their e-mail addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants by following the due procedure.
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For members who have not registered their email IDs so far, are requested to register their email IDs for receiving all the communications including Annual Report, Notices from the Company electronically.
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NOTICE
PROCEDURE FOR INSPECTION OF DOCUMENTS
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The physical copies of the Notice of the 33rd AGM along with the Annual Report for FY 2023-24 will be available at the Company’s Registered Office for inspection during business hours on all working days from the date of dispatch of this Notice up to the date of the AGM.
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All the documents referred to in the accompanying Notice of the 33rd AGM shall be available for inspection electronically by the Members from the date of dispatch of this Notice upto the date of AGM. Any Member desirous of inspecting the same may write to the Company at [email protected] mentioning the Name, Folio No./DP Id and Client Id.
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The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act shall be available for inspection during the AGM upon login at NSDL E-voting system at www.evoting.nsdl.com.
PROCEDURE FOR ATTENDING THE AGM THROUGH VC/OAVM
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Members will be able to attend the Meeting through VC/OAVM by using their E-voting login credentials and selecting the E-voting Event Number (‘EVEN’) for the Meeting. The facility to join the Meeting shall be kept open 30 (thirty) minutes before the scheduled time of commencement of the Meeting. Members are requested to join the Meeting by following the procedure given in Note No. 28 of the Notice.
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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 AGM through VC/OAVM will be made available for 1,000 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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Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL
E-voting system. Members may access the same by following the steps for Access to NSDL E-voting system mentioned in Note No. 28 of the Notice. After successful login, Members can click on the ‘VC/ OAVM link’ appearing under ‘Join Meeting’ menu against EVEN of the Company.
PROCEDURE TO RAISE QUESTIONS/SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT
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Members are encouraged to express their views/ send their queries in advance regarding the Financial Statements or any other matter being placed at the 33rd AGM from their registered Email Id, mentioning their name, Folio No./DP Id and Client Id and mobile number to [email protected] to enable smooth conduct of Meeting. Queries received by the Company on the aforementioned Email Id on or before September 11, 2024, 5:00 P.M. IST will be considered and responded.
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Members who would like to express their views or ask questions during the AGM may register themselves as speakers by sending the request along with their questions from their registered Email Id mentioning their name, Folio No./DP Id and Client Id and mobile number at cs@globalsurfaces. in on or before September 11, 2024, 5:00 P.M. IST. Those Members who have registered themselves as speakers will only be allowed to express their views/ask questions during the AGM. Members are encouraged to submit their questions in advance for smooth conduct of the AGM.
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When a pre-registered speaker is invited to speak at the Meeting but does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to stay connected to a device with good internet speed.
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The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.
PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM
- 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 from time to time), 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 AGM.
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NOTICE OF 33[RD] AGM
NOTICE
For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
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Members of the Company holding shares as on the cut-off date of Friday, September 13, 2024, may cast their vote by remote e-Voting. The remote e-Voting period commences on Wednesday, September 18, 2024 at 9.00 AM (IST) and ends on Friday, September 20, 2024 at 5.00 PM (IST). The remote e-Voting module shall be disabled by National Securities Depository Limited (NSDL) for voting thereafter. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting. Once the vote on resolution is cast by the member, the member shall not be allowed to change it subsequently.
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The voting rights of the Members (for voting through remote e-Voting before /during the AGM) shall be in proportion to their share of the paid-up equity share capital of the Company as on the cutoff date Friday, September 13, 2024.
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Any person who acquires shares of the Company and becomes a Member of the Company after dispatch of the Annual Report (including AGM Notice), may download the Annual Report (including AGM Notice) from the website of the Company i.e., www.globalsurfaces.in.
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The Board of Directors has appointed Mr. Akshit Kumar Jangid (M.No.: FCS 11285 C.P.No.:16300), Partner of M/s. Pinchaa & Co., Company Secretaries, as the Scrutinizer to scrutinize the E-voting process in fair and transparent manner.
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The Scrutinizer will, after the conclusion of e-voting at the AGM, scrutinize the votes cast at the AGM and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman or a person authorised by him in writing, who shall countersign the same and declare results (consolidated) within two working days from the conclusion of the AGM.
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In case of joint holders, the Members whose name appear first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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The Company has designated the e-mail id cs@ globalsurfaces.in for redressal of investor complaints/grievances. In case you have any queries/ complaints or grievances, please write from the registered e-mail address to us at the given email id.
PROCEDURE AND INSTRUCTION FOR ATTENDING AGM THROUGH VC/OAVM, REMOTE E-VOTING AND E-VOTING AT THE AGM
- The detailed instructions for participating in the AGM through Video conferencing/ other audio-visual means and voting through electronic means including remote E-voting are given below:
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period begins on Wednesday, September 18, 2024 at 9.00 AM (IST) and ends on Friday, September 20, 2024 at 5.00 PM (IST).The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e., Friday, September 13, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, September 13, 2024.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circularSEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 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:
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NOTICE
| NOTICE | |
|---|---|
| Type of shareholders | Login Method |
| Individual Shareholders holding securities in demat mode with NSDL. |
1.Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e., NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https:// 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 i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
| Individual Shareholders holding securities in demat mode with CDSL |
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 Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then useryour existing my easi username & password. 2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting 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 website www.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 a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directlyaccess the system of all e-VotingService Providers. |
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NOTICE OF 33[RD] AGM
NOTICE
| NOTICE | |
|---|---|
| Type of shareholders | Login Method |
| 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. upon logging in, 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, wherein you 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 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., 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 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices 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) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-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.
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c) How to retrieve your ‘initial password’?
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(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 NSDL from 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 NSDL account, last 8 dig-
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NOTICE
its of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(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:
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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.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
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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.
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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.
Step 2: Cast your vote electronically and join GeneralMeeting on NSDL e-Voting system.
How to cast your vote electronically and join GeneralMeeting on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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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.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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 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 shareholder 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 and joining virtual meeting 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.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: -
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be 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 in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
8
NOTICE OF 33[RD] AGM
NOTICE
- The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER: -
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Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
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Further Members 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/ have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@ globalsurfaces.in. The same will be replied by the company suitably.
General Guidelines for shareholders
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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 : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at [email protected].
EXPLANTORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“THE ACT”) FORMING PART OF THE NOTICE
Item No. 3:
The Members are hereby informed that Mrs. Sweta Shah (DIN: 06883764), was appointed as a Director (under executive category) by a Resolution passed by the Board of Directors at its meeting held on September 11, 2021, and later the appointment was confirmed by shareholders at Extra-Ordinary General Meeting held on October 7, 2021. Mrs. Sweta Shah holds a bachelor’s degree in commerce (1997) from the University of Calcutta. She has been associated with the Company for approximately 5 years and has worked under multiple roles. Currently, she looks after Administration & Marketing of our Company. Considering the valuable contributions made by Mrs. Shah, it is proposed to re-designate her as Whole-time Director of the Company.
Accordingly, in terms of Section 196, 197 and 198 read with the schedule V of the Companies Act, 2013 (“the Act”) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 14, 2024, has approved to re-designate Mrs. Sweta Shah from Director (Executive) to Whole-time Director (liable to retire by rotation) on the following terms & conditions:
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A. Tenure : Period of starting from August 14, 2024 to September 10, 2026 i.e. remaining tenure and be liable to retire by rotation
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B. Remuneration : She shall receive such remuneration as may be recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders. The Break-up of Remuneration shall be as follows:
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i. Basic Salary:Rs.2,00,000/-per month in the range of Rs.2,00,000/- to Rs.5,00,000/- per month with such increment(s) from time to time as the Board /Nomination and Remuneration Committee of Directors may deem fit.;
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ii. House Rent Allowance (HRA) and Special Allowance: HRA at 60% of Basic Salary and Special Allowances at the rate of 40% of Basic Salary.
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iii. Perquisites: Mrs. Sweta Shah, as Whole-time Director, be paid any type of perquisites, subject to overall ceiling of 100% of the Total salary.
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NOTICE
However, the following shall not form part of perquisites for computation maximum ceiling of remuneration as per Schedule V:
- a. Contribution to Provident Fund and Superannuation Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961;
- b. Gratuity payable at the rate not exceeding half a month’s salary for the each completed year of service;
- c. Encashment of leave at the end of the tenure as per the rules of the Company.
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iv. Sitting Fees: No sitting fees shall be payable for attending the meetings of the Board of Directors or any committee thereof.
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v. Notice Period & Severance Fee: As per the Rules of the Company.
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vi. Others: As uniformly applicable for all employees of the Company.
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C. Powers and Responsibilities: Mrs. Shah in her capacity as Whole-time Director of the Company shall be authorized to exercise necessary powers and obligated to perform such functions and duties as may be deemed necessary to hold the office of Wholetime Director or as may be assigned to her by the Board of Directors from time to time;
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D. Increments and Minimum Remuneration: The Board upon recommendation of Nomination and Remuneration Committee may alter, vary, modify and revise the remuneration payable to Mrs. Shah from time to time as per the policy of the Company and within the limits laid down under the provisions of the Act subject to the receipt of requisite approvals, if any. Notwithstanding anything to the contrary contained herein, where in any financial year during the currency of her tenure, in the event of loss or inadequacy of profits, the Company, will subject to applicable laws, pay remuneration by way of salary, perquisites and allowances as specified above as minimum remuneration.
The Company, as on date, is not in default in payment of dues to any bank or public financial institution or to non-convertible debenture holders or to any other secured financial creditor, and accordingly their prior approval is not required for approving the proposed special resolution.
The Disclosure(s) in terms of Section 197 read with Schedule V to the Companies Act, 2013 & applicable Rules thereunder, is given under Annexure A.
The above may be treated as a written memorandum setting out the terms of appointment of Mrs. Sweta Shah as Whole-time Director under Section 190 of the Act.
The members may further note that as per Regulation 17(6)(e)(i) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the remuneration payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by way of a Special Resolution if the annual remuneration payable to such executive director exceeds 5% of the net profits of the Company, in case of more than one such director.
In view of the above, approval of the Members is sought by passing of Special Resolution for re-designation of Mrs. Sweta Shah as Whole-time Director of the Company as set out at Item no.3 of the Notice.
Except Mrs. Sweta Shah, being the appointee and her spouse Mr. Mayank Shah, none of the Directors or Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item no.3 of the Notice.
Details of the appointee, pursuant to the provisions of Regulation 36(2) SEBI Listing Regulations & Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are given as Annexure B to the Notice of AGM.
The Board of Directors recommends the Special Resolution set out at Item no.3 of the Notice for approval by the Members.
Item No. 4:
The Members at the 32nd Annual General Meeting held on September 20, 2023 (“32nd AGM”) had appointed Mr. Mayank Shah(DIN: 01850199) as the Chairman and Managing Director of the Company effective from March 02, 2024, for a period of five years up to March 01, 2029, by passing a special resolution.
Vide the approval granted by the members, Board was authorised to make any alteration/variation in the terms and conditions including remuneration of Mr. Mayank Shah, as it may, in its absolute discretion, deem fit within the maximum amount payable to the appointee in accordance with Schedule V to the Companies Act, 2013 (‘the Act’). Members, while approving the above appointment and respective remuneration, had also approved that if in any financial year, the Company has no profit or inadequate profit for payment of the remuneration as decided by the Board of Directors from time to time, the same shall be paid to the Managing Director as minimum remuneration subject to the applicable provisions of Schedule V of the Companies Act, 2013.
Mr. Mayank Shah has been instrumental in the growth of the Company and in view of the performance of the Company and contributions being made by Mr. Mayank Shah, the Board at its meeting held on August 14, 2024, has approved to revise the remuneration payable to Mr. Mayank Shah, as recommended by the Nomination and Remuneration Committee. The details of revised remu-
10
NOTICE OF 33[RD] AGM
NOTICE
neration is as follows:
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i. Basic Salary: Rs.10,00,000/- per month in the range of Rs.10,00,000/- to Rs.15,00,000/- per month with such increment(s) from time to time as the Board /Nomination and Remuneration Committee of Directors may deem fit.;
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ii. House Rent Allowance (HRA) and Special Allowance: HRA at 60% of Basic Salary and Special Allowances at the rate of 40% of Basic Salary.
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iii. Perquisites: Mr. Mayank Shah be paid any type of perquisites, subject to overall ceiling of 100% of the Total salary. However, the following shall not form part of perquisites for computation maximum ceiling of remuneration as per Schedule V:
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a. Contribution to Provident Fund and Superannuation Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961;
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b. Gratuity payable at the rate not exceeding half a month’s salary for the each completed year of service;
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c. Encashment of leave at the end of the tenure as per the rules of the Company.
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iv. Remuneration from Subsidiary: Mr. Mayank Shah shall be entitled to draw such remuneration from any other Subsidiary as may be approved by the Board within the overall limits prescribed herewith.
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v. Others: As uniformly applicable for all employees of the Company.
Except as above, all other terms and conditions of the appointment shall be same as approved by the members of the Company vide the special resolution passed at the 32nd AGM of the Company.
The remuneration proposed to be paid to Mr. Mayank Shah, is anticipated to exceed the maximum limits of remuneration prescribed under section 197(1) and Schedule V of the Companies Act, 2013.
Therefore, pursuant to the provisions of Section 196, 197 and 198 of the Act read with Schedule V of the Companies Act, 2013, the Company is required to obtain approval of the members by way of special resolution for payment of such remuneration to Mr. Mayank Shah, Chairman and Managing Director of the Company, as
may be decided by the Board of Directors on the recommendation of Nomination and Remuneration Committee, in case of no profit/ inadequacy of profit (only with reference to calculation for the purpose of payment of Managerial Remuneration and not otherwise) for during the period of any 3 (three) financial years commencing from April 1, 2024.
The Company, as on date, is not in default in payment of dues to any bank or public financial institution or to non-convertible debenture holders or to any other secured financial creditor, and accordingly their prior approval is not required for approving the proposed special resolution.
The Disclosure(s) in terms of Section 197 read with Schedule V to the Companies Act, 2013 & applicable Rules thereunder, is given under Annexure A.
In view of the above, approval of the Members is sought by passing of Special Resolution for revision in remuneration of Mr. Mayank Shah, Chairman and Managing Director of the Compa ny as set out at Item no.4 of the Notice.
The members may further note that as per Regulation 17(6)(e)(i) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the remuneration payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by way of a Special Resolution if the annual remuneration payable to such executive director exceeds 5% of the net profits of the Company, in case of more than one such director.
Except, Mr. Mayank Shah, being the person concerned in this resolution as it relates to remuneration payable to him, and her spouse Mrs. Sweta Shah, none of the Directors or Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item no.4 of the Notice.
The Board of Directors recommends the Special Resolution set out at Item no.4 of the Notice for approval by the Members.
Details of the Director, pursuant to Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India are given as Annexure B to the Notice of AGM.
By order of the Board of Directors For Global Surfaces Limited
Dharam Singh Rathore
Date: August 14, 2024 Place: Jaipur
(Company Secretary and Compliance Officer) ICSI Mem. No .: ACS 57411 Email : [email protected]
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NOTICE
5) Foreign investments or collaborations, if any:
Annexure A
The Disclosure(s) for item no.3 & 4 in terms of Section 197 read with Schedule V to the Companies Act, 2013 & applicable Rules thereunder, is given as follows:
- (a) Foreign Investment - No foreign direct capital investment has been made in the Company during the last 3 financial years. Further, foreign investments in the Company include shareholding of FPIs, FIIs, NRIs and foreign nationals, which were acquired through the secondary market.
I. General Information:
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1) Nature of industry : Marbles & Granites
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(b) Foreign Collaboration - The Company has not entered into any foreign collaboration.
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2) Date or expected date of commencement of commercial production : The Company was incorporated on August 23, 1991, and its operating activities commenced thereafter. During the financial year 2023-24, the Company has made Investment in its Wholly Owned Subsidiary, Global Surfaces FZE for part-financing its capital expenditure requirements in relation to the setting up of the Proposed Facility in Dubai. The facility has commenced its commercial operations with effect from February 9, 2024.
II. Information about the appointee:
- 6) Details of background, recognition or awards, job profile of the appointee and suitability thereof:
Mr. Mayank Shah
Mayank Shah is the Managing Director of our Company and has been associated with our Company since 2004. He has played an instrumental role in acquisition and revival of a sick industrial unit (Unit I) which eventually became the pillar of support of our Company’s operations. Our Company was able to tap international markets though Mr. Shah’s vision and resources. Our Company was able to diversify its business into manufacturing of engineered quartz under Mr. Shah’s tutelage. Mr. Shah holds a Bachelors’ degree in Commerce (1999) from University of Calcutta and has more than 2 decades experience in the natural and engineered stone industry. He looks after various aspects of the Company’s business including planning, procurement, finance, monitoring and execution.
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3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable.
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4) Financial performance based on given indicators: The standalone financial performance of the Company during last three financial years is as under:
==> picture [466 x 285] intentionally omitted <==
----- Start of picture text -----
(INR Millions)
He looks after various aspects of the Company’s
Particulars FY ended FY ended FY ended
business including planning, procurement, finance,
March 31, March 31, March 31,
monitoring and execution.
2024 2023 2022
Mrs. Sweta Shah
Total Income 1621.35 1,770.30 1893.71
from Operations Mrs. Sweta Shah holds a bachelor’s degree in com-
Net Profit/(Loss) 257.84 260.38 358.58 merce (1997) from the University of Calcutta. She
for the period has been associated with the Company for approxi-
(Before Tax, mately 5 years and has worked under multiple roles.
Exceptional Currently, she looks after Administration & Market-
and/or ing of our Company.
Extraordinary
7) Past Remuneration:
Items)
Net Profit/(Loss) 210.64 250.74 354.60 Name of the Designation Remuneration
for the period Directors for the
After Tax financial year
(After 2023-24
Exceptional (₹ in Millions)
and/or Mr.Mayank Shah Chairman and 23.18
Extraordinary (DIN: 01850199) Managing
Items) Director
Mrs. Sweta Shah Executive 6.96
(DIN: 06883764) Director
----- End of picture text -----*
Mrs. Sweta Shah holds a bachelor’s degree in commerce (1997) from the University of Calcutta. She has been associated with the Company for approximately 5 years and has worked under multiple roles. Currently, she looks after Administration & Marketing of our Company.
12
NOTICE OF 33[RD] AGM
NOTICE
*Mr. Mayank Shah’s Remuneration for the financial year 2023-24, 23.18 Millions, includes an amount of 9 Million received from Global Surfaces FZE, a wholly owned subsidiary of the Company.
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8) Remuneration Proposed: As set out in the explanatory statementto the item no. 3 & 4 of the Notice.
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9) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:
Mr. Mayank Shah, Chairman and Managing Director of the Company, has been instrumental in the overall growth of the Company. Under his leadership the Company was able to diversify its business into manufacturing engineered quartz and tap into the international markets.
Mrs. Sweta Shah, Director (Executive)has been associated with the Company for approximately 5 years and has worked under multiple roles. Currently, she looks after Administration & Marketing of our Company.
The remuneration paid by peer companies in the same genre as your Company to its Managerial Personnel is comparable with the proposed overall managerial remuneration payable by the Company. Thus, the remuneration proposed is commensurate with the nature of such profile and positions with respect to the size of the Company in the Industry in which Company operates.
- 10) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any.
Mr. Mayank Shah is spouse of Mrs. Sweta Shah. There is no pecuniary relationship between Mr. Mayank Shah, Mrs. Sweta Shah and the Company except the remuneration drawn in their capacity as Chairman and Managing Director and Director (Executive), respectively of the Company.
III. Other information:
-
1) Reasons of loss or inadequate profits –The Company has adequate profits up to the financial year ended 31st March 2024, and the remuneration paid to the Executive Directors was well within the applicable limits prescribed under the Companies Act, 2013. However, the Company’s profits may or may not be adequate in future with reference to payment of Managerial remuneration hence, the approval of members is being taken well in advance.
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2) Steps taken or proposed to be taken for improvement – Your Company believes that it is well positioned to capture opportunities for growth and profitability, basis its competitive strengths. At our SEZ facility, we have recently introduced a state-of-the-art printing technology that would enhance our production of Quartz slabs. With this innovative printing technology, we can now produce approximately 700 thousand square feet of high-quality printed slabs annually, reinforcing our commitment to excellence and meeting the evolving demands of our customers. During fiscal 2023-24 the company faced notable hurdles, including occasional manpower shortages, particularly during festive seasons, and issues related to accumulated stocks of standard and commercial-grade finished goods. To address these issues we have taken decisive measures like revision of our agreements with manpower contractors, establish strong tie-ups with our main raw material suppliers and minimizing stock levels and enhance our overall operational efficiency.
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3) Expected increase in productivity and profits in measurable terms – The various strategic initiatives taken by the Company and a significant advancement in our technological capabilities are expected to boost our profit margins and strengthen our position in the market by capitalizing on the high-quality and innovative nature of our products.
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NOTICE
Annexure- B
Details of Directors seeking re-appointment/appointment at 33rdAnnual General Meeting (AGM) pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI.
| Name of the Director: | Mrs. Sweta Shah | Mr.MayankShah |
|---|---|---|
| DIN: | 06883764 | 01850199 |
| Age: | 47 Years | 46Years |
| Date of frst Appointment on the board: |
11-09-2021 | 24-12-2004 |
| Designation: | Director Executive (Proposed - Whole timeDirector) |
Chairman and Managing Director |
| Brief Resume: | She holds a Bachelors’ Degree in Commerce (1997) from University of Calcutta. She has worked as a Chief Executive Ofcer of the Company in the past and she looks after Administration & Marketing of the Company. |
Mr. Shah holds a Bachelors’degree in Commerce (1999) from University of Calcutta and has about 20 years’ experience in the naturaland engineered stone industry. He looks after various aspects of the Company’s business including planning, procurement, fnance,monitoring and execution. |
| Expertise in specifc functional area: |
Marketing and Administration | Business Management& Administration, Global Business, Strategyplanning, leadership/operationalexperience. |
| Qualifcation: | Bachelor’s degreeincommerce | Bachelors’degreeinCommerce |
| Experience: | 5 years | 20Years |
| Terms and conditions of appointment / Reappointment: |
As per the Explanatory Statement of item no.3 |
As per the Explanatory Statement of item no.4 |
| Remuneration drawn in the Company for the FY 2023-24: |
Rs. 6.96 Million | Rs. 23.18 Million (including an amount of RS.9 Million received from Global Surfaces FZE, a wholly owned subsidiary of the Company) |
| Remuneration sought to be paid: | As per the Explanatory Statement of item no.3 |
As per the Explanatory Statement of item no.4 |
| Directorship in other listed Companies as on March 31, 2024: |
Nil | Nil |
| Member/Chairman of the Committees of the Board of other listed Companies: |
Nil | Nil |
| Directorship in other Public Companies as on March 31, 2024: |
Nil | Nil |
| Member/Chairman of the Committees of the Board of other Public Companies: |
Nil | Nil |
| No. of shares held inCompany: | 23,99,000Equity Shares | 23,506,368Equity Shares |
| Relationship between the directors andKMP’s inter se: |
Spouse of Mr. Mayank Shah, ChairmanandManagingDirector |
Spouse of Mrs. Sweta Shah, Director (Executive) |
| No. of meetings of the Board attendedduring the year (FY 2023- 2024) |
8 (Eight) | 8 (Eight) |
14