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GTPL Hathway Limited — Proxy Solicitation & Information Statement 2023
May 19, 2023
62442_rns_2023-05-19_af7d40b9-708c-4620-abec-0fcfd34cf59f.pdf
Proxy Solicitation & Information Statement
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May 19, 2023
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Scrip Code: 540602
Trading Symbol: GTPL
Dear Sir/Madam,
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated May 17, 2023, seeking approval of the members of the Company, by way of remote e-voting process for appointment of Mr. Tavinderjit Singh Panesar (DIN: 09099802) as Non-Executive Director of the Company.
Postal Ballot Notice is being sent only through electronic mode to the members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email ID is registered with the Company / Link Intime India Private Limited, Company’s Registrar and Transfer Agent / Depository Participants / Depositories as on Friday, May 12, 2023 (“Cut-off Date”).
The Company has engaged the services of KFin Technologies Limited for providing remote e-voting facility to all its members. The e-voting facility will be available during the following period:
Commencement of e-voting: 9:00 a.m. (IST) on Sunday, May 21, 2023 End of e-voting: 5:00 p.m. (IST) on Monday, June 19, 2023
The Postal Ballot Notice is also uploaded on the Company's website and can be accessed at https://www.gtpl.net/uploads/investor_relations/postal-ballot-notice-appointment-of-mrtavinderjit-singh-panesar-as-non-executive-director-2023.pdf.
Request you to please take the same on your records.
Thanking you
Yours faithfully,
For GTPL Hathway Limited
Digitally signed by Hardik Hardik Harshadkumar Harshadkumar Sanghvi Sanghvi Date: 2023.05.19 12:28:46 +05'30'
Hardik Sanghvi Company Secretary & Compliance Officer FCS: 7247
Encl: As above
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GTPL Hathway Limited
Registered Office: 202, Sahajanand Shopping Center, Opp. Swaminarayan Mandir, Shahibaug, Ahmedabad – 380 004, Gujarat, India
CIN: L64204GJ2006PLC048908
Tel: 079-2562 6470; E-mail: [email protected]; Website: www.gtpl.net
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)
To the Members of the Company,
Notice is hereby given that the resolution set out below is proposed for approval by the Members of GTPL Hathway Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time).
The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.
The Board of Directors has appointed Mr. Chirag Shah, a Practicing Company Secretary (Membership No.: F5545) of M/s. Chirag Shah & Associates, Practicing Company Secretaries or failing him Mr. Raimeen Maradiya, a Practicing
Company Secretary (Membership No. F11283) of M/s. Chirag Shah and Associates, Practicing Company Secretaries, as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
The Company has engaged the services of KFin Technologies Limited (“KFinTech”) as the agency to provide e-voting facility.
Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. The votes can be cast not later than 5:00 p.m. (IST) on Monday, June 19, 2023.
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of e-voting will be announced on or before Wednesday, June 21, 2023 and will be displayed on the Company’s website www.gtpl.net and the website of KFinTech at https://evoting.kfintech.com. The results will be communicated to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited, National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (together the “Depositories”). The Company will also display the results of the Postal Ballot at its Registered Office.
SPECIAL BUSINESS:
Appointment of Mr. Tavinderjit Singh Panesar (DIN: 09099802) as Non-Executive Director of the Company.
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To consider and pass, the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and/or any other applicable provisions of the Act and/or the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Tavinderjit Singh Panesar (DIN: 09099802), who was appointed as an Additional Director of the Company by the Board of Directors on March 30, 2023 in terms of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for office of Director, be and is hereby appointed as Non-Executive Director of the Company, whose period of office shall be liable to determination by retirement of directors by rotation;
NOTES:
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A Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached. Further, additional information as required under the Listing Regulations is attached.
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In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, May 12, 2023 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Link Intime India Private Limited, Registrar and Transfer Agent (“RTA”) / Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot.
RESOLVED FURTHER THAT the Board of Directors of the Company 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 of Directors
Hardik Sanghvi Company Secretary and Compliance Officer Ahmedabad, May 17, 2023
Registered Office:
202, Sahajanand Shopping Center, Opp. Swaminaranyan Mandir, Shahibaug, Ahmedabad – 380004, India CIN: L64204GJ2006PLC048908 Phone: +91 79 61400000 E -mail: [email protected] Website: www.gtpl.net
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This Postal Ballot Notice will also be available on the Company's website at www.gtpl.net, websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFinTech at https://evoting.kfintech.com. Members who have not received the copy of this Notice may download the same from the aforementioned platforms/links. Members may also contact KfinTech or Company at [email protected] or [email protected], respectively for receiving copy of this Notice.
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In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members holding shares in physical mode and who have not registered/ updated their e-mail address may get their e-mail addresses registered with RTA, by clicking
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GTPL Hathway Limited
Postal Ballot Notice
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the link: https://web.linkintime.co.in/emailreg/emai l_register.html on the website https://linkintime.co.in/ under the Investor Services tab by choosing the E-mail / Bank Registration heading and following the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB). In case of any query, a member may send an e-mail to RTA at [email protected]. Members holding shares in dematerialised mode are requested to register/ update their e-mail addresses with the relevant Depository Participant with whom they maintain their account.
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Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only. It is however clarified that all members of the Company as on the Cut-Off Date (including those members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Notice.
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Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
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Pursuant to Sections 108, 110 and other applicable provisions of the Act and the
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Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of KFinTech as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.
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The e-voting period commences at 9:00 a.m. (IST) on Sunday, May 21, 2023 and ends at 5:00 p.m. (IST) on Monday, June 19, 2023. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
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The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Monday, June 19, 2023.
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All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected].
PROCEDURE FOR E-VOTING:
1. E-VOTING FACILITY:
- a. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing e-voting facility of KFinTech to its Members to exercise their right to vote on the proposed resolution by electronic means.
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GTPL Hathway Limited
Postal Ballot Notice
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- b. The e-voting facility will be available during the following voting period:
| Commencement of e-voting: |
9:00 a.m. (IST) on Sunday, May 21, 2023 |
|---|---|
| End of e-voting: | 5:00 p.m. (IST) on Monday, June 19, 2023 |
2. INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:
- a. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.
- c. The manner of e-voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) shareholders other than individuals holding shares of the Company in demat mode, (iii) shareholders holding shares of the Company in physical mode, and (iv) Members who have not registered their e-mail address, is explained in the instructions given herein below .
b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:
As per circular of SEBI on e-Voting facility provided by Listed Entities, dated December 09, 2020, all “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access remote e-voting, as devised by the Depositories/ Depository Participant(s), is given below:
PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES
National Securities Depository Limited (“NSDL”) Central Depository Services (India) Limited (“CDSL”)
1. Users already registered for IDeAS e- Services facility of NSDL may follow the following procedure:
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i. Type in the browser / Click on the following e-Services link: https://eservices.nsdl.com
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ii. Click on the button “ Beneficial Owner ” available for login under ‘ IDeAS ’ section.
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iii. A new page will open. Enter your User ID and Password for accessing IDeAS.
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iv. On successful authentication, you will enter your IDeAS service login. Click on “ Access to e-Voting ” under Value Added Services on the panel available on the left hand side.
1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure:
- i. Type in the browser / Click on any of the following links: https://web.cdslindia.com/myeasinew/ home/login
or
www.cdslindia.com and click on New System Myeasi / Login to My Easi option under Quick Login (best operational in Internet Explorer 10 or above and Mozilla Firefox)
ii. Enter your User ID and Password for accessing Easi / Easiest.
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GTPL Hathway Limited
Postal Ballot Notice
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National Securities Depository Limited (“NSDL”) Central Depository Services (India) Limited (“CDSL”)
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v. Click on “ Active E-voting Cycles ” option under E-voting.
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vi. You will see Company Name: “GTPL Hathway Limited” on the next screen. Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be redirected to the e-Voting page of KFinTech to cast your vote without any further authentication.
2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:
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i. To register, type in the browser / Click on the following e-Services link: https://eservices. nsdl.com.
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ii. Select option “ Register Online for IDeAS ” available on the left hand side of the page.
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iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.
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iv. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
3. Users may directly access the e-Voting module of NSDL as per the following procedure:
i. Type in the browser / Click on the following link: https://www.evoting.nsdl.com/ ii. Click on the button “ Login ” available under “ Shareholder/Member ” section. iii. On the login page, enter User ID (that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verification Code as shown on the screen. iv. On successful authentication, you will enter the e-voting module of NSDL.
2.
3.
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iii. You will see Company Name: “GTPL Hathway Limited” on the next screen. Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
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Users not registered for Easi/Easiest facility of CDSL may follow the following procedure:
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i. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasinew/ Registration/EasiRegistration
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ii. Proceed to complete registration using your DP ID-Client ID (BO ID), etc.
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iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
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Users may directly access the e-Voting module of CDSL as per the following procedure:
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i. Type in the browser / Click on the following links: https://www.cdslindia.com/ https://www.evotingindia.com
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ii. Provide Demat Account Number and PAN
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iii. System will authenticate user by sending OTP on registered Mobile & E- mail as recorded in the Demat Account.
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iv. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
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GTPL Hathway Limited
Postal Ballot Notice
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National Securities Depository Limited (“NSDL”) Central Depository Services (India) Limited (“CDSL”)
Click on “ Active E-voting Cycles / VC or OAVMs ” option under E-voting. You will see Company Name: “GTPL Hathway Limited” on the next screen. Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
PROCEDURE TO LOGIN THROUGH THEIR DEMAT ACCOUNTS / WEBSITE OF DEPOSITORY PARTICIPANT
Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL / CDSL (as may be applicable). Click on the e- Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.
Contact details in case of any technical Contact details in case of any technical issue issue on NSDL Website on CDSL Website
Members facing any technical issue during Members facing any technical issue during login can contact NSDL helpdesk by sending login can contact CDSL helpdesk by sending a a request at [email protected] or call at toll request at [email protected] free nos.: 1800 1020 990 / 1800 22 44 30. or contact at 022- 23058738 or 022-23058542-43 .
c. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY (I) SHAREHOLDERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE AND (II) ALL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN PHYSICAL MODE
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(I) (A) In case a Member receives an e- mail from the Company / KFinTech [for Members whose e-mail address is registered with the Company / Depository Participant(s)]:
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(a) Launch internet browser by typing the URL: https://evoting.kfintech.com
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GTPL Hathway Limited
Postal Ballot Notice
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(b) Enter the login credentials (User ID and password provided in the e-mail). The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. If you are already registered with KFinTech for e-voting, you can use the existing password for loggingin. If required, please visit https://evoting.kfintech.com or contact toll-free numbers 1800 309 4001 (from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days) for assistance on your existing password.
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(c) After entering these details appropriately, click on “LOGIN”.
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(d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
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(e) You need to login again with the new credentials.
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(f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for GTPL Hathway Limited.
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(g) On the voting page, enter the number of shares as on the Cut-off Date under either “FOR” or “AGAINST ” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” /“AGAINST” taken together should not exceed your total
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shareholding as on the Cut-off Date. You may also choose to “ABSTAIN” and vote will not be counted under either head.
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(h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.
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(i) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.
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(j) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.
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(k) Once you confirm, you will not be allowed to modify your vote.
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(l) Institutional / Corporate Members (that is, other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: [email protected] with a copy marked to [email protected]. Such authorisation shall contain necessary authority for voting by its authorized representative(s). It is also requested to upload the same in the e- voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVEN”.
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(B) In case of a Member whose e-mail address is not registered / updated with the Company / KFinTech /Depository Participant(s), please follow the following steps to generate your login credentials:
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(a) The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered/ updated
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GTPL Hathway Limited
Postal Ballot Notice
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their e-mail address with the Company may get their e-mail address registered/updated with Link Intime India Private Limited, by clicking the link: https://web.linkintime.co.in/emai lreg/email_register.html on the website
https://www.linkintime.co.in/
under the Investor Services tab by choosing the E-mail / Bank Registration heading and following the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB). In case of any query, a member may send an e-mail to RTA at
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(b) Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register / update their e-mail address with the Depository Participant(s) with which they maintain their demat accounts.
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(c) After due verification, the Company / KFinTech will forward your login credentials to your registered e-mail address.
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(d) Follow the instructions at (I) (A) (a) to (l) to cast your vote.
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(II) Members can also update their mobile number and e-mail ID in the “user profile details” in their e-voting login on https://evoting.kfintech.com which may be used for sending further communication(s).
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( III) Any Member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFinTech in the manner as mentioned below:
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(a) If the mobile number of the Member is registered against Folio No. / DP ID Client ID, the Member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399.
Example for NSDL: MYEPWD IN12345612345678
Example for CDSL: MYEPWD 1402345612345678
Example for Physical: MYEPWD XXXX123456789
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(b) If e-mail address or mobile number of the Member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate password.
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(c) Member may send an e-mail request to [email protected]. After due verification of the request, User ID and password will be sent to the Member.
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(d) If the Member is already registered with KFinTech's e-voting platform, then he / she / it can use his / her / its existing password for logging-in.
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( IV ) In case of any query on e-voting, Members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s website for e-voting: https://evoting.kfintech.com or contact KFinTech as per the details given under sub-point no. (V) below.
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GTPL Hathway Limited
Postal Ballot Notice
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- (V) Members are requested to note the following contact details for addressing e-voting grievances:
Mr. S.V. Raju, Vice President, KFin Technologies Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032, India Toll-free No.: 1800-309-4001 (from 9:00 a.m. IST to 6:00 p.m. IST on all working days) E-mail: [email protected]
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GTPL Hathway Limited
Postal Ballot Notice
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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014
The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Tavinderjit Singh Panesar (DIN: 09099802) as an Additional Director of the Company with effect from March 30, 2023 to hold the office up to the date of the ensuing Annual General Meeting of the Company.
In terms of the Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Tavinderjit Singh Panesar would require the approval of the members of the Company by June 29, 2023.
Mr. Tavinderjit Singh Panesar is not disqualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.
The Company has received notice under Section 160 of the Act from a member proposing the candidature of Mr. Tavinderjit Singh Panesar for the office of a Director of the Company. Further, the Board considers that his association would be of immense benefit to the Company, and it is desirable to avail his service as Non-Executive Director. Accordingly, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his appointment to the members for their approval by way of an Ordinary Resolution as set out in the accompanying Postal Ballot Notice.
Details of Mr. Tavinderjit Singh Panesar pursuant to the provisions of (i) the Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to the notice. He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participating in the Board and other meetings.
Accordingly, the approval of Members is sought for appointment of Mr. Tavinderjit Singh Panesar as Non-Executive Director of the Company whose period of office will be liable to determination by retirement by rotation.
Mr. Tavinderjit Singh Panesar is interested in the resolution set out in this Notice with regard to his appointment. His relatives may be deemed to be interested in the said resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.
By order of the Board of Directors
Hardik Sanghvi Company Secretary and Compliance Officer
Ahmedabad, May 17, 2023
Registered Office:
202, Sahajanand Shopping Center, Opp. Swaminaranyan Mandir, Shahibaug, Ahmedabad – 380004, India CIN: L64204GJ2006PLC048908 Phone: +91 79 61400000 E -mail: [email protected] Website: www.gtpl.net
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GTPL Hathway Limited
Postal Ballot Notice
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ANNEXURE TO THE NOTICE DATED MAY 17, 2023
Mr. Tavinderjit Singh Panesar (DIN: 09099802)
| Mr. Tavinderjit Singh Panesar(DIN: 09099802) | Mr. Tavinderjit Singh Panesar(DIN: 09099802) |
|---|---|
| Age | 57 Years |
| Date of first appointment on the Board |
March 30, 2023 |
| Nationality | Indian |
| Qualifications | B.Com. |
| Experience (including expertise in specific functional area) / Brief Resume |
Mr. Tavinderjit Singh Panesar is a highly accomplished professional with three decades of cross functional experience in the diverse industries in the areas of management, strategic planning, Distribution, Business Development, Media & Entertainment and Broadcasting. He has successfully helped Businesses to define their mission and has managed resources to achieve continuity and sustainable growth. He has been a part of the growth journey for various companies and helped them achieve their respective goals quickly especially in broadcasting, media, sales and distribution. He has worked, lead and managed companies like ESPN Star Sports, Star India, Hathway Cable and Datacom, Apollo Tyres and JK Industries at various levels and help them grow in their respective domains. |
| Terms and conditions of appointment |
As per the resolution set out in this Notice read with explanatory statement. |
| Remuneration last drawn (includingsittingfees,if any) |
Nil |
| Remuneration proposed to be paid |
He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participating in the Board and other meetings. |
| Shareholding in the Company including shareholding as a beneficial owner as on date of Notice |
Nil |
| Relationship with other Directors / Key Managerial Personnel |
Mr. Tavinderjit Singh Panesar is not related to any other Director / Key Managerial Personnel of the Company. |
| Number of meetings of the Board attended during the financialyear 2022-23 |
Not Applicable |
| Directorship of other Boards as on date of Notice |
Listed: Nil Unlisted: All India Digital Cable Federation |
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GTPL Hathway Limited
Postal Ballot Notice
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Membership/ Chairmanship of Nil the Committees of other Boards on date of Notice Listed entities from which the Nil Director has resigned in the past three years
By order of the Board of Directors
Hardik Sanghvi Company Secretary and Compliance Officer
Ahmedabad, May 17, 2023
Registered Office:
202, Sahajanand Shopping Center, Opp. Swaminaranyan Mandir, Shahibaug, Ahmedabad – 380004, India CIN: L64204GJ2006PLC048908 Phone: +91 79 61400000 E -mail: [email protected] Website: www.gtpl.net
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GTPL Hathway Limited
Postal Ballot Notice