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Jindal Stainless Limited — Proxy Solicitation & Information Statement 2024
Aug 1, 2024
60705_rns_2024-08-01_39837499-b84d-4042-9808-4d93fc9f613d.pdf
Proxy Solicitation & Information Statement
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01[st] August, 2024
BSE Limited
National Stock Exchange of India Ltd.
Corporate Relationship Department, Exchange Plaza, 5[th] Floor, 1[st] Floor, New Trading Ring, Plot no. C/1, G Block Rotunda Building, P J Towers, Bandra-Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai – 400 001 Mumbai-400051 Ph. 022 - 2272 3121, 2037, 2041, Ph. 022 -2659 8237, 8238, 8347, 8348 Email: [email protected] Email: [email protected] Security Code No.: 532508 Security Code No. : JSL
Sub.: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Extra Ordinary General Meeting Notice (“EGM Notice”)
Dear Sir(s),
We wish to inform you that an Extra Ordinary General Meeting ("EGM") of the Members of Jindal Stainless Limited ("the Company") is scheduled to be held on Monday, 26[th] August, 2024 at 12 Noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). In this regard, please find enclosed herewith notice convening the aforesaid EGM of the Company, which is being sent through electronic mode to the Members.
You are requested to take the above information on record.
Thanking you
For Jindal Stainless Limited
NAVNEET Digitally signed by NAVNEET RAGHUVAN RAGHUVANSHI SHI Date: 2024.08.01 18:09:02 +05'30'
Navneet Raghuvanshi Head-Legal & Company Secretary
Encl.: as above
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JINDAL STAINLESS LIMITED
(CIN: L26922HR1980PLC010901) Regd. Office: O.P. Jindal Marg, Hisar – 125 005 (Haryana), India Phone No. (01662) 222471-83 Email Id.: [email protected] Website: www.jindalstainless.com Corporate Office: Jindal Centre, 12, Bhikaiji Cama Place, New Delhi – 110 066
NOTICE is hereby given that the 1[st] Extra-ordinary General Meeting (“EGM”), for the financial year 2024-25 of the Members of Jindal Stainless Limited (“the Company”) will be held on Monday, the 26[th] day of August, 2024 at 12.00 Noon (IST) through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) to transact the following special business:
1. RAISING OF FUNDS THROUGH ISSUE OF ELIGIBLE SECURITIES AND/ OR EQUITY SHARES OF ₹ 2 EACH OF THE COMPANY
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended, and rules formulated thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force) (“ Companies Act ”) and pursuant to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ ICDR Regulations ”), the Securities Contracts (Regulation) Rules, 1957, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Foreign Exchange Management Act, 1999, as amended and regulations and rules issued thereunder, as amended and clarifications issued thereon from time to time, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, the current Consolidated FDI Policy (“ FDI Policy ”) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, as amended and replaced from time to time, and subject to other applicable statutes, rules, regulations, notifications, directions, guidelines and circulars issued by the Government of India (“ GOI ”), the Reserve Bank of India (“ RBI ”), Ministry of Finance (Department of Economic Affairs), Ministry of Corporate Affairs, and all other Ministries / Departments of the GOI, the Securities and Exchange Board of India (“ SEBI ”), BSE Limited (“ BSE ”), National Stock Exchange of India Limited (“ NSE ”, and together with the BSE, the “ Stock
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Exchanges ”), the Registrar of Companies, Delhi and Haryana at New Delhi and / or any other competent regulatory or statutory authorities under any other law, from time to time to the extent applicable (“ Applicable Law ”, and such authorities, the “ Appropriate Authorities ”), the Memorandum of Association and Articles of Association of the Company, the uniform listing agreement entered into by the Company with the Stock Exchanges and subject to such approvals, permissions, consents and/or sanctions as may be necessary from any concerned Appropriate Authorities, as may be required in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of such Appropriate Authorities while granting any such approvals, permissions and/or consents, the consent of the shareholders be and is hereby accorded to create, offer, issue and allot, such number of equity shares of ₹ 2 each of the Company (“ Equity Shares ”) and/ or other eligible securities convertible into Equity Shares (including warrants (detachable or not) or otherwise, in registered or bearer form), and / or Global Depository Receipts (“ GDRs ”) and / or American Depository Receipts (“ ADRs ”) and / or bonds, Foreign Currency Convertible Bonds (“ FCCBs ”), fully convertible debentures, partly convertible debentures, non-convertible debentures with or without warrants and/or convertible preference shares of any kind or type or any security convertible and/or linked to Equity Shares (hereinafter referred to as “ Securities ”), or any combination thereof, in accordance with applicable law, in one or more tranches and/or one or more issuances simultaneously or otherwise, whether Rupee denominated or denominated in foreign currency, in the course of domestic and / or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws for an aggregate amount not exceeding ₹ 5,000 Crore (Rupees Five Thousand Crores) (“ Issue Size ”), or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable law, by way of qualified institutions placement (“ QIP ”), to any eligible person(s), including Qualified Institutional Buyers (“ QIBs ”) (as defined under the ICDR Regulations), eligible foreign/ non-resident investors and/ or any other category of investors whether or not such investors are members of the Company, as may be decided by the Board, in terms of and pursuant to Chapter VI of the ICDR Regulations, or by way of preferential allotment in accordance with Chapter V of the SEBI ICDR Regulations or ADR/ GDR/ FCCB issuances or through any other permissible mode or any combination thereof of any of the above at such time, and at such prices, at a discount or premium to the market price, in accordance with applicable law, and in such manner and on such terms and conditions, considering the prevailing market conditions and other relevant factors, and wherever necessary in consultation with the lead manager(s) and/or other advisor(s), as may be determined by the Board in its absolute discretion (“ Issue ”).
RESOLVED FURTHER THAT the Equity Shares and/ or the Securities or a combination thereof, to be created, offered, issued and allotted by the Company for the
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Issue, in terms of the aforementioned resolution:
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(a) shall be subject to the provisions of the Memorandum and Articles of Association of the Company and Applicable Law;
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(b) shall rank pari passu with the existing Equity Shares of the Company, as applicable, in all respects; and
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(c) shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, consolidation of stock, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate re-organisation or restructuring, if applicable.
RESOLVED FURTHER THAT in respect of the issue and allotment of the Securities to any eligible person(s) including QIBs pursuant to the Issue, the following provisions as may be applicable shall apply:
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(a) the allotment of the Securities shall be completed within three hundred and sixty five (365) days from the date of approval of the Issue by the shareholders of the Company by way of a special resolution or such other time as may be permitted under the ICDR Regulations or other Applicable Law from time to time;
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(b) for determining the price of the Securities to be issued pursuant to such Issue, the relevant date shall be the date of the meeting in which the Board decides to open the Issue;
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(c) the Issue shall be made at such price not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations, the Companies Act and other Applicable Law (“ Issue Floor Price ”), provided that the Board may, at its discretion and in accordance with applicable law, offer a discount of not more than 5% (five percent) or such other percentage as permitted under applicable law, on such Issue Floor Price, and the price determined for the Issue shall be subject to appropriate adjustments in accordance with the provisions of ICDR Regulations, as may be applicable;
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(d) the Securities shall be allotted as fully paid-up;
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(e) no partly paid-up Securities will be issued/allotted; no allotment shall be made, either directly or indirectly, to any QIB who is a promoter of the Company or any person related to the promoters, in terms of the ICDR Regulations;
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(f) the Securities shall not be sold for a period of one (1) year from the date of allotment, except on the floor of the stock exchange(s) or except as may be permitted under the ICDR Regulations and other Applicable Law from time to time;
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(g) no single allottee shall be allotted more than 50% of the total Issue Size or such other limits as may be prescribed under Applicable Law and the minimum number of allottees shall be in accordance with ICDR Regulations and other Applicable Law;
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(h) a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;
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(i) the Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting; and
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(j) the Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis.
RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as bonds, FCCBs, ADRs or GDRs, pursuant to the provisions of the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and amendments thereof, the Depository Receipt Scheme, 2014, the SEBI Circular on framework for issue of depository receipts issued on October 10, 2019, the Foreign Exchange Management (Borrowing and Lending Regulations), 2018, the Master Direction on External Commercial Borrowings, Trade Credits and Structured Obligations issued by the RBI, as updated from time to time and applicable pricing provisions issued by the Ministry of Finance, as applicable, the “relevant date” for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting at which the Board decides to open such issue.
RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as part of an ADR(s)/ GDR(s) issue, the foreign depository authorised by the Board may issue depository receipts representing the underlying permissible securities in such form and with such features and attributes as may be permitted under applicable law and required to provide for the tradability and free transferability thereof as per prevalent market practices and regulations (including listing on permissible overseas stock exchange(s)).
RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of the Securities pursuant to the Issue, the consent of the shareholders be and is hereby accorded to seek listing of any or all of such Securities of the Company as the case may be, on the Stock Exchanges.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board may perform all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, desirable or expedient for the Issue, including appointment or ratification of the appointment of running lead manager(s), legal counsel(s), escrow bank and any other agency that is required to be appointed and execution of agreements as may be necessary with such parties, finalization of the draft and final versions of the offer document, determination of the terms and conditions of the
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Issue, negotiation and execution of transaction documents for the Issue and delegation of all or any of its powers conferred in relation to the Issue to such committee of directors as the Board may deem fit and proper for the purposes of the Issue and for settlement of any questions or difficulties that may arise in relation to the Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this Resolution.
By order of the Board Registered Office: For Jindal Stainless Limited O.P. Jindal Marg Hisar – 125 005, Haryana. Sd/July 30, 2024 Navneet Raghuvanshi Head Legal & Company Secretary Membership No.: A14657
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NOTES:
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The Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 14/2020 dated 8[th] April, 2020 read with Circular No. 17/2020 dated 13[th] April, 2020 and Circular No. 09/2023 dated 25[th] September, 2023 (collectively referred to as “MCA Circulars”) and Circular No. SEBI/ HO/CFD/CMD1/ CIR/P/2020/79 dated 12[th] May, 2020, Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021, Circular No. SEBI/ HO/ CFD/CMD2/CIR/P/2022/62 dated 13[th] May, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5[th] January, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7[th] October, 2023 issued by Securities and Exchange Board of India (‘SEBI’) (collectively referred as “SEBI Circulars”) and all other relevant circulars permitted the holding of Extra-Ordinary General Meeting (EGM) through VC/ OAVM facility, without the physical presence of the Members at a common venue. Accordingly, EGM of the Company is being convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013, MCA Circulars and SEBI Circulars. The Members can attend the ensuing EGM through VC/OAVM and vote through electronic platform during and before the EGM as per the process mentioned in the Notice. The detailed procedure for participating in the meeting though VC/OAVM Facility is mentioned hereunder in this notice.
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In terms of the Companies Act 2013, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/ her behalf. Since EGM is being held through VC/OAVM as per MCA circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
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The deemed venue for the aforesaid EGM shall be the Registered Office of the Company.
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Since EGM of the Company will be held through VC / OAVM Facility, therefore Route Map is not annexed to this Notice.
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The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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In line with the MCA Circulars, electronic copy of the Notice of the EGM of the Company inter-alia indicating the process and manner of e-voting is being sent to all the members whose email IDs are registered with the Company/Depository Participants as on 26[th] July, 2024, for communication purposes. The Notice calling the EGM has been uploaded on the website of the Company at www.jindalstainless.com The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of Link Intime India Private Limited, at https://instavote.linkintime.co.in/
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 for the resolution accompanying in the Notice, is annexed hereto. All documents referred to in this Notice shall be made available for inspection by the Members at the Registered Office of the Company during business hours except Saturday, Sunday and National Holiday from the date hereof up to the date of this EGM.
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Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of SEBI Listing Regulations read with MCA Circulars and SEBI Circulars, the Company is providing facility for remote e-voting facility to its Members in respect of the business to be transacted at this EGM and facility for those members who are attending the Meeting and have not already cast their vote(s) by Remote e-voting. Link Intime India Private Limited (“Link Intime/Registrar”) will be providing facility for voting through remote e-Voting, for participation in the EGM of the Company through VC/OAVM Facility and e-voting during the said EGM. Information and instructions including details of User ID and password relating to e-voting are provided in the Notice.
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Pursuant to the MCA Circulars and SEBI Circulars, the Notice of the EGM is being sent only by email to the Members. Members who have not registered their email addresses with the Company or with their respective Depository Participant(s) and who wish to receive the Notice of the EGM and all other communication sent by the Company, from time to time are requested to register the same (i) with their depository in case the shares are held in electronic form and (ii) Members holding shares in physical form are requested to register their e-mail addresses by submitting Form ISR-1 (available on the website of the Company at www.jindalstainless.com) duly filled and signed along with requisite supporting documents to Link Intime at Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058.
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In case of joint holders attending the Meeting, only the Member whose name appears first will be entitled to vote.
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The recorded transcript of the EGM to be held on 26[th] August, 2024, shall also be made available on the website of the Company at: www.jindalstainless.com.
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Pursuant to Section 101 of the Companies Act, 2013 and rules made thereunder, the companies are allowed to send communication to shareholders electronically. We therefore, request you to kindly register/update your email ids with your respective depository participant (in case of dematerialized shares) and Company’s registrar and share transfer agent (in case of physical shares).
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The Securities and Exchange Board of India (‘SEBI’) has mandated submission of Permanent Account Number (‘PAN’) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Registrar.
The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date 19[th] August, 2024 and as per the Register of Members of the Company. A person who is not a Member as on the cutoff date should treat this Notice for information purpose only.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, READ WITH THE RULES, AS AMENDED (“COMPANIES ACT”):
Pursuant to the relevant sections of the Companies Act, including, without limitation, Section 42 and 62(1)(c) of the Companies Act, any offer or issue of eligible securities and/ or equity shares and/ or equity linked instruments or eligible securities, including convertible preference shares, non-convertible debt instruments along with warrants, fully convertible debentures, partly convertible debentures, and/or any other securities convertible into equity shares (including warrants or otherwise), global depository receipts, American depository receipts, bonds, foreign currency convertible bonds, through private offerings and/or by way of qualified institutions placement, and / or preferential allotment and / or through any other permissible mode in accordance with the relevant provisions of applicable law or any combination thereof, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and all other applicable laws, as may be considered appropriate, in the Company to persons other than members of the Company requires prior approval of the members by way of special resolution.
The Company proposes to raise funds which may be utilized for augmenting long term cash resources, to fund the organic or inorganic growth opportunities while maintaining strong balance sheet with prudent financial ratios, for making investments in companies whether a subsidiary, joint venture, associates or otherwise (either through debt or equity or any convertible securities), growth of existing businesses or to enter into new businesses in line with the strategy of the Company, repayment/prepayment of indebtedness of the Company or subsidiary or joint venture, working capital requirements of the Company or subsidiary or joint venture or for any other general purposes as may be permissible under the applicable law and approved by the Board of Directors or its duly authorised committee. In terms of Sections 23, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, the approval of the shareholders of the Company is accordingly being sought to permit the Board of Directors to create, offer, issue and allot equity shares of ₹ 2 each of the Company (“ Equity Shares ”) and/ or other eligible securities convertible into Equity Shares (including warrants (detachable or not) or otherwise, in registered or bearer form), and / or Global Depository Receipts (“ GDRs ”) and / or American Depository Receipts (“ ADRs ”) and / or bonds, Foreign Currency Convertible Bonds (“ FCCBs ”), fully convertible debentures, partly convertible debentures, non-convertible debentures with or without warrants and/or convertible preference shares of any kind or type or any security convertible and/or linked to Equity Shares (hereinafter referred to as “ Securities ”), or any combination thereof, in accordance with applicable law, in one or more tranches and/or one or more issuances simultaneously or otherwise, whether Rupee denominated or
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denominated in foreign currency, in the course of domestic and / or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws for an aggregate amount not exceeding ₹ 5,000 Crore (Rupees Five Thousand Crores) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable law and as may be deemed appropriate by the Board of Directors (hereinafter referred to as the “ Board ” which term shall be deemed to include any committee(s) constituted / to be constituted by the Board to exercise its powers including powers conferred by this resolution) in its absolute discretion, including the discretion to determine any eligible person(s), including the Qualified Institutional Buyers (“ QIBs ”) or eligible foreign/ nonresident investors and/ or any other category of investors whether or not such investors are members of the Company or through any other permissible mode of eligible securities and eligible investors or any combination thereof of any of the above, to whom the issue, offer, and allotment shall be made in accordance with applicable law and considering the prevalent market conditions and other relevant factors and, wherever necessary, in consultation with running lead manager(s) and other agencies that may be appointed (“ Issue ”). The Board, at its meeting held on 30[th] July, 2024, subject to the approval of the members, has approved such fund raising.
As the pricing of the Issue cannot be decided except at a later stage, it is not possible to state upfront the price of Securities to be issued. However, the same would be in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999, the Companies Act, 2013, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014, framework for issue of Depository Receipts dated October 10, 2019 issued by the Securities and Exchange Board of India, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, the Master Direction - External Commercial Borrowings, Trade Credits and Structured Obligations, 2019, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 or any other guidelines/ regulations/ consents, each as amended, as may be applicable or required. For the issuance of the Securities undertaken by way of qualified institutions placement: (a) the allotment of the Securities shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ ICDR Regulations ”) or other applicable law from time to time; (b) the pricing of the Securities that may be issued to QIBs shall be determined by the Board
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subject to such price not being less than the floor price calculated in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations, the Companies Act and other applicable law, provided that the Company may offer a discount of not more than 5% (five per cent) on such floor price or such other discount as may be permitted under the ICDR Regulations and other applicable law; (c) the ‘relevant date’ for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the Issue; (d) the Securities shall be allotted as fully paid-up; (e) no partly paid-up Securities will be issued/allotted; (f) no allotment shall be made, either directly or indirectly, to any QIB who is a promoter of the Company or any person related to the promoters, in terms of the ICDR Regulations; (g) no single allottee shall be allotted more than 50% of the total Issue size or such other limits as may be prescribed under applicable law and the minimum number of allottees shall be in accordance with ICDR Regulations and other applicable law; (h) a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs; (i) the Securities shall not be sold for a period of one (1) year from the date of allotment, except on the floor of the stock exchange(s) or except as may be permitted under the ICDR Regulations and other applicable law from time to time (j) the Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting; and (k) the Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis.
The Equity Shares to be offered, issued and allotted pursuant to the Issue shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari passu inter se and with the then existing Equity Shares of the Company, in all respects, including dividend. The Equity Shares allotted as above would be listed on the stock exchanges where the Equity Shares are listed.
The approval of the Members is being sought to enable the Board, to decide on the fund raise and issuance of Securities, to the extent and in the manner stated in the special resolution, as set out in Item No. 1 of this Notice, without the need for any fresh approval from the Members of the Company in this regard.
The resolution proposed is an enabling resolution and the number of the Securities to be issued, identification of investors, price, quantum and timing of the Issue, and the detailed terms and conditions for the Issue will be decided by the Board, in accordance with applicable law, in consultation with lead manager(s) and/or other advisor(s) appointed in relation to the Issue, as necessary, taking into consideration market conditions. The proposal, therefore, seeks to confer upon the Board, the absolute discretion and adequate flexibility to determine the terms of the Issue, as detailed above. The Company has made
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and will continue to make necessary disclosures to the stock exchanges, as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Members are, therefore, requested to accord their approval for Item no. 1.
None of the Directors, Key Managerial Personnel and Senior Management of the Company and/or their relatives is deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their respective shareholding, if any, in the Company.
This Notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.
The Board recommends passing of the resolution as set out in the Item No. 1 of the notice for consideration and approval of the shareholders as Special Resolution.
Registered Office: By order of the Board O.P. Jindal Marg For Jindal Stainless Limited Hisar – 125 005, Haryana. July 30, 2024 Sd/Navneet Raghuvanshi Head Legal & Company Secretary Membership No.: A14657
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INSTRUCTIONS FOR E-VOTING:
Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and as amended, the Company is pleased to provide remote e-voting facility to enable the Member to cast their votes electronically on the resolution mentioned in the Notice of this Extra-ordinary General Meeting (EGM) of the Company to be held on Monday, 26[th] day of August, 2024. The Company has appointed Mr. Sandeep Garg, Advocate, as the Scrutinizer for conducting the remote e-voting process and e-voting during the EGM in a fair and transparent manner. The list of shareholders/ beneficial owners shall be reckoned on the equity shares as on Monday, 19[th] August, 2024.
The Member(s) requiring any assistance with regard to use of technology for remote e-voting or at any time before or during the EGM (including e-voting in the EGM) may contact Mr. Swapan Kumar Naskar, Associate Vice President & Head (North India) at the designated email ID: [email protected] or contact at 01149411000. The remote e-voting period will commence on 23[rd] August, 2024 at 9.00 a.m. (IST) and ends on 25[th] August, 2024 at 5.00 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 19[th] August, 2024, may cast their vote electronically. The remote e- voting module shall be disabled by Link Intime India Private Limited (“Link Intime”) for voting thereafter. Once the vote on a resolution is cast by a Member, whether partially or otherwise, it shall not be allowed to change subsequently. In case you do not desire to cast your vote, it will be treated as “ABSTAINED”. Members who have already voted prior to the meeting date would not be entitled to vote during the meeting.
Remote e-voting Instructions for shareholders:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
Login method for Individual shareholders holding securities in demat mode is given below:
Individual Shareholders holding securities in demat mode with NSDL
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METHOD 1 - If registered with NSDL IDeAS facility
Users who have registered for NSDL IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
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b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
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c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
User who have not registered for NSDL IDeAS facility:
-
a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
-
b) Proceed with updating the required fields.
-
c) Post registration, user will be provided with Login ID and password.
-
d) After successful login, click on “Access to e-voting”.
-
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - By directly visiting the e-voting website of NSDL:
-
a) Visit URL: https://www.evoting.nsdl.com/
-
b) Click on the “Login” tab available under ‘Shareholder/Member’ section. c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
-
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
-
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with CDSL:
METHOD 1 – If registered with CDSL Easi/Easiest facility
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Users who have registered for CDSL Easi/Easiest facility.
-
a) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com.
-
b) Click on New System Myeasi
-
c) Login with user id and password
-
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
-
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
OR
Users who have not registered for CDSL Easi/Easiest facility.
- a) To register, visit URL:
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
-
b) Proceed with updating the required fields.
-
c) Post registration, user will be provided Login ID and password.
-
d) After successful login, user able to see e-voting menu.
-
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
METHOD 2 - By directly visiting the e-voting website of CDSL.
-
a) Visit URL: https://www.cdslindia.com/
-
b) Go to e-voting tab.
-
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
-
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
-
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with Depository Participant:
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.
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-
a) Login to DP website
-
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
-
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
-
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:
Individual Shareholders of the company, holding shares in physical form / NonIndividual Shareholders holding securities in demat mode as on the cut-off date for e- voting may register for e-Voting facility of Link Intime as under:
-
Visit URL: https://instavote.linkintime.co.in
-
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID:
Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format).
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and
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‘D’, shall provide their Folio number in ‘D’ above
* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above
▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
▶ Click “confirm” (Your password is now generated).
-
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
-
Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’.
Cast your vote electronically:
-
After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
-
E-voting page will appear.
-
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
-
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):
STEP 1 – Registration
-
a) Visit URL: https://instavote.linkintime.co.in
-
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
-
c) Fill up your entity details and submit the form.
-
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
-
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
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- f) While first login, entity will be directed to change the password and login process is completed.
STEP 2 –Investor Mapping
-
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) Click on “Investor Mapping” tab under the Menu Section
-
c) Map the Investor with the following details:
-
a. ‘Investor ID’ -
-
i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
-
ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
-
-
b. ‘Investor’s Name - Enter full name of the entity.
-
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
-
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
-
d) Click on Submit button and investor will be mapped now.
-
e) The same can be viewed under the “Report Section”.
STEP 3 – Voting through remote e-voting.
The corporate shareholder can vote by two methods, once remote e-voting is activated:
METHOD 1 - VOTES ENTRY
-
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) Click on ‘Votes Entry’ tab under the Menu section. c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
-
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
-
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
-
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
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- g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
OR
VOTES UPLOAD:
-
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
-
b) You will be able to see the notification for e-voting in inbox.
-
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
-
d) Download sample vote file from ‘Download Sample Vote File’ option.
-
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
-
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Helpdesk for Individual shareholders holding securities in physical form/ NonIndividual Shareholders holding securities in demat mode:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| **Logintype ** | **Helpdesk details ** |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 24997000 |
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Individual Shareholders Members facing any technical issue in login can contact holding securities in CDSL helpdesk by sending a request at demat mode with CDSL [email protected] or contact at toll free no. 1800 22 55 33
Forgot Password:
Individual shareholders holding securities in physical form has forgotten the password:
If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
-
Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
-
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.
Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:
If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
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-
Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
-
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
-
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
InstaVote Support Desk Link Intime India Private Limited
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Process and manner for attending the EGM through InstaMeet:
Shareholders/Members are entitled to attend and participate in the Extra-Ordinary General Meeting (“EGM”) through VC/OAVM Facility being provided by Link Intime by following the below mentioned process:
-
Facility for joining the EGM through VC/OAVM shall open 15 minutes before the time scheduled for the EGM and shall be kept open till the expiry of 15 minutes after the schedule time on first come first basis.
-
Shareholders/Members with >2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chairpersons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions of first come first basis.
-
Shareholders/ Members will be provided with InstaMeet facility wherein Shareholders/ Members shall register their details and attend the EGM as under:
-
Open the internet browser and launch the URL: https://instameet.linkintime.co.in
▶Select the “ Company ” and ‘ Event Date ’ and register with your following details: -
-
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
-
Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
-
Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
-
Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
-
-
B. PAN : Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
-
C. Mobile No.: Enter your mobile number.
-
D. Email ID: Enter your email id, as recorded with your DP/Company.
-
▶Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.
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Instructions for Shareholders/ Members to Speak during the EGM through InstaMeet:
-
Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific email id created for the general meeting.
-
Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
-
Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
-
Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
-
Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
Instructions for Shareholders/ Members to Vote during the EGM through InstaMeet:
Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:
-
On the Shareholders VC page, click on the link for e-Voting “Cast your vote” 2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
-
After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
-
Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares
(which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
- After selecting the appropriate option i.e. Favour/Against as desired and you have
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decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
- Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the EGM through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the EGM will be eligible to attend/ participate in the EGM through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.
InstaMeet Support Desk Link Intime India Private Limited
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Annexure
Guidelines to attend the EGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET
For a smooth experience of viewing the EGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:
a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/
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| or a. If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under: |
or a. If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under: |
|---|---|
| Step 1 | Enter your First Name, Last Name and Email ID and click on Join Now. |
| 1(A) | If you have already installed the Webex application on your device, join the meetingbyclickingon Join Now |
| 1(B) | If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application. Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clickingon Join Now |
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FOR ATTENTION OF SHAREHOLDERS
- Those Members, who hold shares in physical form or who have not registered their email address with the Company and who wish to participate in the EGM or cast their vote through remote e-Voting or through the e-Voting system during the meeting, may obtain the login ID and password by sending (i) scanned copy of a signed request letter mentioning the name, folio number and complete address; and (ii) self-attested scanned copy of the PAN Card and any document (such as Driving Licence, Bank Statement, Election Card, Passport, Aadhar Card) in support of the address of the Member as registered with the Company; to the email address of the Company [email protected].
In case shares are held in demat mode, Members may obtain the login ID and password by sending scanned copy of (i) a signed request letter mentioning their name, DP ID-Client ID (16 digit DP ID + Client ID or 16 digit beneficiary ID); (ii) self-attested scanned copy of client master or Consolidated Demat Account statement; and (iii) self-attested scanned copy of the PAN Card, to the email address of the Company [email protected]
-
Members are requested to immediately notify to the Registrar about any change in their address, in respect of equity shares held in physical mode and to their depository participants (DPs) in respect of equity shares held in dematerialized form.
-
The Securities & Exchange Board of India (“SEBI”) vide its circular SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with clarification circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 has notified simplified norms for processing investors service request by Registrar and mandatory furnishing/updation of PAN, KYC, Bank details, Nomination details and specimen signature by all shareholders holding share in physical form.
Accordingly, the shareholders of the Company holding shares in physical form are requested to submit the following documents/information to the Registrar and Share Transfer Agent (“RTA”) of the Company:
- Update valid PAN and KYC details in Form ISR-1;
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-
Nomination details in Form SH-13 or submit declaration to ‘Opt-out’ in Form ISR-3;
-
Submit Form SH-14 to change nomination details;
-
Contact details including Postal address with PIN code, Mobile Number, E-mail address;
-
Bank Account details including name of Bank and branch address, Bank account number, IFS code; and
-
Register/update Specimen Signature in Form ISR-2, duly attested by the banker of the concerned Shareholders, along with original cancelled cheque with respective name(s) printed thereon or extracts of the Bank Passbook / Statement reflecting their bank account details, duly attested by the Bank.
Further, in terms of SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 and as an on-going measure to enhance ease of dealing in shares by the shareholders, the securities will be issued in dematerialized form only while processing certain service requests including issue of duplicate securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates/folios, transmission, transposition etc. Therefore, the shareholder(s)/claimant(s) are requested to submit duly filled up Form ISR-4 along with the documents / details specified therein for processing any requests pertaining to the abovementioned services requests to the Registrar.
Shareholders are requested to kindly update respective Email Id and Mobile No. with Registrar of the Company for records as well as for receiving communications by electronic means. The shareholders are requested to convert their shareholding in Dematerialised Form to eliminate the risk associated with the physical share certificate including Freezing of Folio.
The relevant forms for the aforementioned submissions are provided in the following link: https://www.jindalstainless.com/investors-assistance/
The shareholders are advised to provide the duly filled-in and signed documents along with the related proofs to the Registrar.
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You are requested to ignore this communication if you have already updated/submitted the aforesaid information.
-
Pursuant to Master Circular dated 7[th] May, 2024 issued by SEBI, it is mandatory for shareholders of physical folios to update their PAN, Contact details (postal address with PIN and mobile number), bank account details and Specimen signature of shareholders (‘KYC details’) and Choice of Nomination with RTA for availing any service requests. With effect from April 01, 2024, for shares held in physical mode, dividend declared and paid by the Company, if any, shall be paid only through electronic mode, upon furnishing all the aforesaid KYC details, as may be applicable. Shareholders of such physical folios, wherein any one of the above cited documents/details are not available, would be eligible: -
-
to lodge grievance or avail any service request from the RTA only after furnishing the complete documents / details as mentioned above;
-
to payment of dividend in respect of such physical Folios, only through electronic mode with effect from April 01, 2024, upon updation of all KYC details. Necessary forms for updating KYC details and Choice of Nomination could be downloaded from the website of the Company and RTA.
-
The Company's equity shares are compulsorily traded in dematerialised form by all investors. Shareholders are requested to get the shares dematerialised in their own interest.
-
The Company has created an Email Id. '[email protected]', which is being used exclusively for the purpose of redressing the complaints of the investors.
-
Members should quote their Folio No. / DP Id-Client Id, email addresses, telephone numbers to get a prompt reply to their communications.
-
The Scrutinizer shall after the conclusion of e-Voting at the EGM, first download the votes cast at the EGM and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been
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carried or not and such Report shall then be sent to the Chairman or a person authorized by him, within 2 (two) working days from the conclusion of the EGM, who shall then countersign and declare the result of the voting forthwith.
- Members who wish to inspect the Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under section 189 of the Companies Act, 2013 and Relevant documents referred to in this Notice of EGM and explanatory statement on the date of EGM in electronic mode can send an email to [email protected].