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Indian Link Chain Mnfrs. Ltd. — Proxy Solicitation & Information Statement 2024
May 9, 2024
63411_rns_2024-05-09_e14ab977-1d8a-4f9d-a720-6daf5be1f976.pdf
Proxy Solicitation & Information Statement
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THE INDIAN LINK CHAIN MANUFACTURERS LIMITED
REGD OFFICE: OFFICE NO. 2, CHANDRA NIWAS HIRACHAND DESAI ROAD GHATKOPAR WEST, OPP. GHATKOPAR NEW POST OFFICE MUMBAI-400086; PHONE:- 91-22-22661013 EMAIL: [email protected] ; CIN No.: L47211MH1956PLC009882
Date: 09[th] May, 2024
To,
Corporate Relations Department BSE Limited
2[nd] Floor, P.J. Towers, Dalal Street, Mumbai – 400001
Scrip Code: 504746
Sub: Postal Ballot Notice
Ref.: Intimation under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Dear Sir/ Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of Postal Ballot Notice dated 09[th] May, 2024.
The aforesaid Notice is sent to the members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-off date being Friday, 03[rd] May, 2024 for seeking approval of Members of the Company for the following purposes:
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1) Appointment of M/s. N.K Jalan & Co., Chartered Accountants, Statutory Auditors on account of casual vacancy caused due to resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants.
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2) Approval of limits for the Loans and Investment by the Company in terms of the provisions Section 186 of the Companies Act, 2013.
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3) Approval to borrow in excess of the paid up share capital and free reserves of the Company under Section 180 of the Companies Act, 2013.
The Company has engaged Central Depository Services (India) Limited (“ CDSL ”) to offer e-voting facility to all its members to enable them to cast their votes electronically.
The e-voting period will commence on Saturday, 11[th] May 2024 at 9.00 A.M. (IST) and ends on Sunday, 09[th] June, 2024 at 05.00 P.M. (IST).
Notice circulated to the shareholders is attached, stakeholder are requested to take the same on record.
Thanking You.
Yours faithfully,
For The Indian Link Chain Manufacturers Limited
VISHAL PRAVIN THAKKAR Digitally signed by VISHAL PRAVIN THAKKAR DN: c=IN, o=PERSONAL, pseudonym=8cabac126b7a4a11bd4a45adf9eeb1f0, 2.5.4.20=f7ea8d735de7bdcbbff298948203cd06a3268ceaca4d8a43cbcd046933488e67, postalCode=400086, st=MAHARASHTRA, serialNumber=3bde2413f7c69270c791915d2ce8ca57c87d12a1be670a8a7964e37bf6a95e59, cn=VISHAL PRAVIN THAKKAR Date: 2024.05.09 17:13:09 +05'30'
Vishal Thakkar Managing Director DIN- 09798551
THE INDIAN LINK CHAIN MANUFACTURERS LIMITED
REGD OFFICE: OFFICE NO. 2, CHANDRA NIWAS HIRACHAND DESAI ROAD GHATKOPAR WEST, OPP. GHATKOPAR NEW POST OFFICE MUMBAI-400086; PHONE :- 91-22-22661013 EMAIL: [email protected] ; CIN No.: L47211MH1956PLC009882
NOTICE OF POSTAL BALLOT AND E-VOTING
NOTICE OF POSTAL BALLOT ISSUED TO MEMBERS OF THE INDIAN LINK CHAIN MANUFACTURERS LIMITED PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 AND RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.
Dear Members,
Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “ Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), Clause 16 of Secretarial Standard-2 (“ SS-2 ”) including any statutory modification or re-enactment thereof for the time being in force, that The Indian Link Chain Manufacturers Limited (hereinafter referred to as the “ Company ”) is seeking the approval of the members for the matters as considered in the resolutions appended below, through postal ballot via remote e-voting.
In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Management Rules and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as the “ SEBI Listing Regulations ”) and as per the guidelines issued by the MCA vide MCA Circulars, the Notice would be sent in electronic mode to all those shareholders who have registered their e-mail addresses with the Company or Depository Participant / Depository / Link Intime India Private Limited, the Company’s Registrar & Transfer Agent (hereinafter referred as “ RTA ” or “ Link Intime ”) as on 03[rd] May, 2024.
The members holding equity shares of the Company are requested to carefully read all the instructions given in the notes.
The Explanatory Statement pursuant to the Section 102 of the Act pertaining to the said resolutions setting out the material facts concerning the item and the reasons thereof, is also appended. The said resolution and explanatory statement are being sent to you for your consideration pursuant to Rule 22 of the Rules.
The Board of Directors of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner. The Scrutinizer will submit her Report to the Board of Director after completion of scrutiny and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai – 400086 on or before 03.00 P.M. Tuesday, 11[th] June, 2024 by any Director / Company Secretary of the Company.
The results of the postal ballot/e-voting will be displayed at the registered office of the Company and intimated/communicated to BSE Limited (the “ BSE ”) where the equity shares of the Company are listed.
The results of the postal ballot will also be displayed on the Company’s website i.e., www.inlinch.com and on the website of Link Intime i.e., www.linkintime.co.in .
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The resolutions, if passed by requisite majority, will be taken as passed effectively on the last date specified by the Company for e-voting, i.e., Sunday, 09[th] June, 2024. The members are requested to consider and, if thought fit, pass the following resolutions:
SPECIAL BUSINESS:
1. Appointment of M/s. NK Jalan & Co., Chartered Accountants, Statutory Auditors on account of casual vacancy caused due to resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants:
To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the Section 139(8) and 142 of the Company Act 2013 read with Rule 3 of Company (Audit and Auditors) Rules 2014 and any other applicable provisions of Companies Act, 2013 read with rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to recommendation and approval of Audit Committee, Approval of Board of Directors and the applicable clauses Articles of Association of the Company, the consent of the shareholders be and is hereby accorded to approve the appointment of M/s. NK Jalan & Co., (Firm Registration No. 104019W) as Statutory Auditor of the Company to fill the Casual Vacancy caused by the resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants (ICAI Firm Registration No. 104746W/W100096) dated 14[th] February 2024.
RESOLVED FURTHER THAT M/s. NK Jalan & Co. (Firm Registration No. 104019W) shall hold office from commencement of last date of voting on this postal ballot (09[th] June, 2024) upto the conclusion of the 66[th] Annual General Meeting, at a remuneration not exceeding INR. 2,00,000/- per annum excluding reimbursements and out of pocket expenses.
RESOLVED FURTHER THAT any of the Director/s, CFO, Company Secretary be and hereby authorized to sign documents, do all such acts, deeds and things as may be necessary in this regard including filing of necessary e-forms, and intimations to such other authorities as may be required.”
2. Approval of limits for the Loans and Investment by the Company in terms of the provisions Section
186 of the Companies Act, 2013
To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution :
RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014, SEBI (Listing Obligations & Disclosure Requirements), 2015 and other applicable provisions, if any, of the Act and regulations (including any modification or re-enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary and such other regulatory approvals as may be applicable, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any officer(s) authorized by the Board to exercise the powers conferred on the Board under this resolution), to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide any security in connection with a loan to any other body corporate or person and (iii)
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acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, as they may in their absolute discretion deem beneficial and in the interest of the Company, subject however that the aggregate of the loans and investments so far made in and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, shall not exceed a sum of INR. 100 Crores (Indian Rupees One Hundred Crore only) over and above the limit of 60% of the paidup share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.
RESOLVED FURTHER THAT for the purpose of section 186 of the Act, the loans, advances and investments made by the Board of Directors, as on date be and are hereby ratified.
RESOLVED FURTHER THAT any of the Executive Director/s, CFO, CS be and hereby authorized to sign documents, take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto do all such acts, deeds and things as may be necessary in this regard including filing of necessary e-forms, and intimations to such other authorities as may be required.” 3. Approval to borrow in excess of the paid up share capital and free reserves of the Company under Section 180 of the Companies Act, 2013
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution -
“ RESOLVED THAT in pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, SEBI (Listing Obligations & Disclosure Requirements), 2015 (including any statutory modification(s), amendments or re-enactment thereof for the time being in force) and the Memorandum and Articles of Association of the Company, the consent of the Company, be and is hereby accorded, to the Board of Directors of the Company (hereinafter referred to as the Board which expression shall also include a Committee thereof), to borrow (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), for the purpose of business of the Company, such sum(s) of money (in foreign currency or Indian rupee) from time to time with or without security on such terms and conditions as the Board may think fit, notwithstanding that the money(s) to be borrowed by the Company together with the money already borrowed by the Company and remaining outstanding at any time, if any, may exceed the aggregate of the paid up share capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board of Directors and outstanding at any point of time shall not exceed INR. 100 Crore (Indian Rupees One Hundred Crores only).
RESOLVED FURTHER THAT pursuant to Section 180(1)(a) and other applicable provisions if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re-enactments thereof, consent of the shareholders of the company be and is hereby accorded, to the Board of Directors of the Company to pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any movable or immovable properties of the Company and the whole of the undertaking of the Company to or in favour of banks, financial institutions, investors and any other lenders to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the aggregate
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indebtedness secured by the assets of the Company does not exceed a sum of INR. 100 crores (Indian Rupees One Hundred Crores Only).
RESOLVED FURTHER THAT any of the Executive Director/s, CFO, Company Secretary be and hereby authorized to sign documents, take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto do all such acts, deeds and things as may be necessary in this regard including filing of necessary e-forms, and intimations to such other authorities as may be required.”
By order of the Board The Indian Link Chain Manufacturers Limited
Registered Office: Sd/- OFFICE NO. 2, CHANDRA NIWAS Vishal Thakkar HIRACHAND DESAI ROAD GHATKOPAR Managing Director WEST, OPP. GHATKOPAR NEW POST DIN: 09798551 OFFICE MUMBAI-400086
Date: 09[th] May, 2024
NOTES:
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Explanatory statement pursuant to the provisions of Section 102 read with Section 110 of the Act, setting out the material facts pertaining to the resolutions are annexed hereto along with Postal Ballot Notice (“ Notice ”) for your consideration.
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The Notice is being sent to all the members whose names appear in the Register of Members/List of Beneficial Owners as on the close of business hours on Friday, 03[rd] May, 2024 i.e. ‘ the cut-off date ’. Accordingly, the members whose names appear in the Register of Members/ List of Beneficial Owners, as on Friday, 03[rd] May, 2024 ( cut-off date) , are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only. The voting rights of the members shall be in proportion to their equity shares held in the total paid up equity share capital of the Company as on the cut-off date i.e. Friday, 03[rd] May, 2024.
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This Notice along with the instructions regarding e-voting is being sent by e-mail to all those Members, whose e-mail addresses are registered with the Company or with the National Securities Depository Limited and Central Depository Services (India) Limited and whose names appear in the Register of Members/list of Beneficial Owners as on the Cut-off Date, in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 19/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022 and 09/2023 dated September 29, 2023 (‘‘ MCA Circulars ’’).
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In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.
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Postal Ballot Notice shall also be uploaded on the website of the Company i.e., www.inlinch.com on the website of Link Intime, i.e., www.linkintime.co.in and on the website of CDSL i.e., https://www.evotingindia.com/ .
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In compliance with provisions of Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has engaged CDSL as the agency for facilitating remote e-voting to enable the Members to cast their votes electronically (“remote e-voting”).
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E-voting shall commence on , Saturday, 11[th] May 2024 at 9.00 A.M. (IST) and ends on Sunday, 09[th] June, 2024 at 05.00 P.M. (IST) . The e-voting module shall be disabled for voting thereafter.
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| 8. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner. 9. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai - 400086 on or before 3.00 P.M. Tuesday, 11thJune, 2024 by any Director / Company Secretary of the Company. The Results of the E- voting/Postal Ballot will be declared on or before Tuesday, 11thJune, 2024, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed. 10. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, 09thJune, 2024 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting. 11. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably. 12. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS. 13. The remote e-voting process shall be as under: THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER: (i) The voting period begins on, Saturday, 11thMay 2024 at 9.00 A.M. (IST) and ends on Sunday, 09th June, 2024 at 05.00 P.M. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 03rdMay, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. (iii) Pursuant to SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting toall the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants.Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. (iv) In terms ofSEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on 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. Pursuant to abovesaid SEBI Circular,Login method for e-Voting and joining virtual meetingsfor Individual shareholders holding securities in Demat mode CDSL/NSDLis given below: Type of shareholders Login Method Individual Shareholders 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. |
8. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner. 9. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai - 400086 on or before 3.00 P.M. Tuesday, 11thJune, 2024 by any Director / Company Secretary of the Company. The Results of the E- voting/Postal Ballot will be declared on or before Tuesday, 11thJune, 2024, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed. 10. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, 09thJune, 2024 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting. 11. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably. 12. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS. 13. The remote e-voting process shall be as under: |
8. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner. 9. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai - 400086 on or before 3.00 P.M. Tuesday, 11thJune, 2024 by any Director / Company Secretary of the Company. The Results of the E- voting/Postal Ballot will be declared on or before Tuesday, 11thJune, 2024, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed. 10. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, 09thJune, 2024 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting. 11. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably. 12. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS. 13. The remote e-voting process shall be as under: |
8. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner. 9. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai - 400086 on or before 3.00 P.M. Tuesday, 11thJune, 2024 by any Director / Company Secretary of the Company. The Results of the E- voting/Postal Ballot will be declared on or before Tuesday, 11thJune, 2024, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed. 10. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, 09thJune, 2024 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting. 11. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably. 12. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS. 13. The remote e-voting process shall be as under: |
8. The Board of the Company has appointed Ms. Rachana Maru Furia, of M/s. Rachana Maru Furia & Associates, Practicing Company Secretaries (Membership No. FCS- 11530 & CP No.-16210), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot and e-voting process in a fair and transparent manner. 9. Upon completion of scrutiny of the votes, Scrutinizer will submit her Report to the Board of Directors and the results of the postal ballot will be announced at the Registered Office of the Company at Office No. 2, Chandra Niwas Hirachand Desai Road Ghatkopar West Opp. Ghatkopar New Post Office Mumbai - 400086 on or before 3.00 P.M. Tuesday, 11thJune, 2024 by any Director / Company Secretary of the Company. The Results of the E- voting/Postal Ballot will be declared on or before Tuesday, 11thJune, 2024, at the registered office of the Company and displayed on the website of the Company, on the website of Link Intime and intimated to BSE Limited, Stock Exchange on which the equity shares of the Company are listed. 10. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Sunday, 09thJune, 2024 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting. 11. In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably. 12. Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/or NSDL or with the Registrar and Transfer Agent, viz., Link Intime to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS. 13. The remote e-voting process shall be as under: |
|---|---|---|---|---|
| THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER: | ||||
| The voting period begins on, Saturday, 11thMay 2024 at 9.00 A.M. (IST) and ends on Sunday, 09th June, 2024 at 05.00 P.M. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 03rdMay, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. Pursuant to SEBI Circular No.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting toall the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants.Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. In terms ofSEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on 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. Pursuant to abovesaid SEBI Circular,Login method for e-Voting and joining virtual meetingsfor Individual shareholders holding securities in Demat mode CDSL/NSDLis given below: Type of shareholders Login Method Individual Shareholders 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. |
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| Type of shareholders |
Login Method | |||
| Individual Shareholders |
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. |
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| holding securities in Demat mode with CDSL Depository |
The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl 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.com home 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 evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers. |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL Depository |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available 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 Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting |
| Individual Shareholders (holding securities in demat mode) login through theirDepository Participants(DP) |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
| Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL Login type Helpdesk details Individual Shareholders holding securities in Demat mode withCDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33 |
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL Login type Helpdesk details Individual Shareholders holding securities in Demat mode withCDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33 |
|---|---|
| Login type | Helpdesk details |
| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33 |
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| Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL |
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|---|---|---|---|
| Demat mode withNSDL helpdesk by sending a request at [email protected] or call at toll |
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| free no.: 022-4886 7000 and 022-2499 7000 | |||
| Voting through electronic means: | |||
| The instructions for shareholders voting electronically are as under: | |||
| (i) | Login method for e-Voting and joining virtual meetings forPhysical shareholders and shareholders other than individual | ||
| holding in Demat form. | |||
| 1) | The shareholders should log on to the e-voting websitewww.evotingindia.com. | ||
| 2) | Click on “Shareholders” module | ||
| 3) | Now enter your User ID | ||
| a. | For CDSL: 16 digits beneficiary ID, | ||
| b. | For NSDL: 8 Character DP ID followed by 8 Digits Client ID, | ||
| c. | Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. | ||
| 4) | Next enter the Image Verification as displayed and Click on Login. | ||
| 5) | If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier e-voting of any | ||
| company, then your existing password is to be used. | |||
| 6) | If you are a first-time user follow the steps given below: | ||
| For Physical shareholders and other than individual shareholders holding shares in Demat. | |||
| PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat |
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| shareholders as well as physical shareholders) | |||
| • Shareholders who have not updated their PAN with the Company/Depository Participant are |
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| requested to use the sequence number sent byCompany/RTA or contact Company/RTA. | |||
| Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat |
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| DetailsORDate of account or in the company records in order to login. |
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| Birth (DOB) • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
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| (ii) | After entering these details appropriately, click on “SUBMIT” tab. | ||
| (iii) | Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders | ||
| holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their | |||
| login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting | |||
| for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through | |||
| CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep | |||
| your password confidential. | |||
| (iv) | For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in | ||
| this Notice. | |||
| (v) | Click on the EVSN for the relevant <The Indian Link Chain Manufacturers Limited> on which you choose to vote. | ||
| (vi) | On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select | ||
| the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies | that you | ||
| dissent to the Resolution. | |||
| (vii) | Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. | ||
| (viii) | After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you | ||
| wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. | |||
| (ix) | Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. | ||
| (x) | You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. | ||
| (xi) | If a demat account holder has forgotten the login password then Enter the User ID and the image verification code | and click | |
| on Forgot Password & enter the details as prompted by the system. |
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(xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
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(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only. • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES.
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For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository . If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 22 55 33.
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EXPLANATORY STATEMENT [PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013]
ITEM NO. 1: - APPOINTMENT OF M/S. NK JALAN & CO., CHARTERED ACCOUNTANTS, STATUTORY AUDITORS ON ACCOUNT OF CASUAL VACANCY CAUSED DUE TO RESIGNATION OF M/S. KANU DOSHI ASSOCIATES LLP, CHARTERED ACCOUNTANTS:
Pursuant to the Section 139(8) and 142 of the Company Act 2013 read with Rule 3 of Company (Audit and Auditors) Rules 2014 and any other applicable provisions of Companies Act, 2013 read with rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), on recommendation of Audit Committee, at the meeting of the Board of Directors held on 13[th] March, 2024, M/s. NK Jalan & Co., (Firm Registration No. 104019W) were appointed as Statutory Auditor of the Company to fill the Casual Vacancy caused by the resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants (ICAI Firm Registration No. 104746W/W100096) dated 14[th] February 2024, who have tendered resignation before completion of consecutive five years term.
The resigning Statutory Auditors had submitted Limited Review Report for the first three quarters of FY 2023-24, but resigned before Limited Review/audit for the last (fourth) quarter of FY 2023-24 and shall be issuing the audit report for the full FY 2023-24 in due course as per provisions of clause 6 of SEBI circular No. CIR/CFD/ CMD/1/114/2019 dated 18[th] October, 2019. Owing to the exceptional circumstances based on the internal assessment and ongoing assignments of the statutory auditor firm the resigning auditors were not able to do justice to the timelines, the Board, based on the recommendations of the Audit Committee, accepted the resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants.
Pursuant to the provisions of Sections 139 & other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the Board of Directors of the Company, based on the recommendations of the Audit Committee, approved the appointment of M/s. NK Jalan & Co., Chartered Accountants (Firm Registration No. 104019W), till the conclusion of the next AGM at a remuneration not exceeding INR. 2,00,000/- per annum excluding reimbursements and out of pocket expenses. The said remuneration is comparatively higher than the remuneration paid to the outgoing Auditor, justification provided as under.
N. K. Jalan & Co. is a leading Chartered accountancy firm rendering comprehensive professional services which include audit, management consultancy, tax consultancy, accounting services, manpower management, secretarial services etc. N. K. Jalan & Co. is operating it’s office since 1971 which is more than 50 years as on date. N. K. Jalan & Co. is a professionally managed firm peer reviewed firm. M/s. NK Jalan & Co., and have confirmed their consent and eligibility certificate, pursuant to Section 141 of the Companies Act, 2013.
M/s. NK Jalan & Co., shall hold office from commencement of last date of voting on this postal ballot (09[th] June, 2024) till the conclusion of 66[th] AGM to be held in calendar year 2024.
Appointment of Statutory Auditors due to casual vacancy requires the approval of shareholders. Hence the Board of Directors recommends the same to the shareholders for passing of Ordinary Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in passing of resolution. ITEM NO. 02 :- APPROVAL OF LIMITS FOR THE LOANS AND INVESTMENT BY THE COMPANY IN TERMS OF THE PROVISIONS SECTION 186 OF THE COMPANIES ACT, 2013
As per Section 186 of the Act read with the Rules framed thereunder, the Company is required to obtain the prior approval of the Members by way of a Special Resolution for acquisition by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty per cent of its paid-up share capital, free reserves and
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securities premium account or one hundred percent of its free reserves and securities premium account, whichever is higher.
As a measure of achieving greater financial flexibility and to enable optimal financial structuring and to keep sufficient safeguard, the said limits specified under Section 186 be increased to Rs. 100 crores (Rupees One Hundred Crores Only) with the approval of shareholders. The approval of the members is being sought by way of a Special Resolution pursuant to Section 186 of the Act read with the Rules made thereunder, to enable the Company to acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paidup capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is higher. Further, it is also prosed to seek ratification of shareholders for the loans, advances and investments made by the Board of Directors, till date. It is proposed that the deployment of funds on such activities of the Company shall be carried on in accordance with the said approvals and general policies of the Company.
None of the Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in passing of resolution.
The Board of Directors recommends the same to the shareholders for passing of Special Resolution.
ITEM NO. 03 :- APPROVAL TO BORROW IN EXCESS OF THE PAID UP SHARE CAPITAL AND FREE RESERVES OF THE COMPANY UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013
As per the provisions of Section 180 (1) (c) of the Companies Act, 2013, the Board of Directors of the Company cannot, except with the permission of the Shareholders in General Meeting by passing a Special Resolution, borrow monies in excess of the aggregate of the paid-up share capital, free reserves and securities premium of the Company. In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole or part of the undertaking of the Company. Further, Section 180(1)(a) of the Companies Act, 2013 provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the General Meeting.
Taking into consideration the growth in the business operations, foreseeable future plans and the existing credit facilities availed by the Company, it would be in the interest of the Company to enhance the borrowing limits for the Board and authorise the Board of Directors to borrow monies, secure assets which may exceed at any time the aggregate of the paid-up capital of the Company and its free reserves and securities premium but that shall not to exceed Rs. 100 Crores (Rupees Hundred Crores Only).
The above proposal being in the interest of the Company, Board of Directors recommends the same to the shareholders for passing of Special Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in passing of resolution.
| By order of the Board | ||||
|---|---|---|---|---|
| The Indian Link Chain Manufacturers Limited | Registered Office : | |||
| OFFICE | NO. 2, CHANDRA NIWAS | HIRACHAND | ||
| Sd/- | DESAI | ROAD GHATKOPAR |
WEST, | OPP. |
| Vishal Thakkar | GHATKOPAR NEW POST OFFICE MUMBAI- | |||
| Managing Director | 400086 | |||
| DIN: 09798551 |
Date – 09[th] May, 2024
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