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KIC Metaliks Ltd. AGM Information 2023

Aug 16, 2023

63524_rns_2023-08-16_a007020b-b994-40e2-ad85-f03bcf12344b.pdf

AGM Information

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[METALIKS LIMITED][K I C]

“Sir R. N. M. House”, 3B, Lal Bazar Street, 4th Floor, Room No. 2, Kolkata – 700 001 Phone : +91-33-4007 6552 Fax : +91-33-4001 9636

Dated: August 16, 2023

To, Bombay Stock Exchange Limited (Department of Corporate Services) Phiroze Jeejeebhoy Towers 25[th] Floor, Dalal Street, Mumbai ‐ 400001

Dear Sir/ Madam,

Sub : Notice of 36[th] Annual General Meeting held on Friday, September 08, 2023 Ref : Company’s Code ‐ 513693; Name : K I C Metaliks Limited

Dear Sir / Madam

We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a copy of the Notice convening the 36[th] Annual General Meeting of the Company on Friday, September 08, 2023 at the Registered Office of the Company, at Sir RNM House”, 3B, Lal Bazar Street, 4[th] Floor, Room No. 2, Kolkata – 700 001.

This is for your information and record

Thanking You,

Yours faithfully,

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RUCHIKA Digitally signed by RUCHIKA FOGLA FOGLA Date: 2023.08.16 20:03:06 +05'30'

CIN : L01409WB1986PLC041169

Factory: Village - Raturia, Angadpur, Durgapur - 713 215, Phone : +91 987 494 3345 Email: [email protected], Website: www.kicmetaliks.com

Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 36[th] ANNUAL GENERAL MEETING of the Members of K I C METALIKS LIMITED will be held on Friday, September 08, 2023 at 10.30 a.m (IST) through Video Conferencing ‘VC’/ Other Audio Visual Means (‘OAVM’) to transact the following business :

AS ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Radhey Shyam Jalan (DIN : 00578800) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint the statutory auditors of the Company and authorize the Board of Directors of the Company to fix their remuneration.

To consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution :

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 ‘the Act’ read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Agrawal Maheswari & Co. Chartered Accountants (Firm Registration No. 314030E), be and are hereby appointed as Statutory Auditors of the Company in place of the retiring auditors M/s. B. N. Agrawal & Co. Chartered Accountants (Firm Registration No. 320312E)], to hold office from the conclusion of this Annual General Meeting ‘AGM’ until the conclusion of the 38th AGM to be held in 2025, at such remuneration including applicable taxes and out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company ‘Board’ and the Auditors.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary or expedient to give effect to this resolution.”

AS SPECIAL BUSINESS :

4. Re-appointment of Mrs. Manjula Poddar (DIN : 08158445) as an Independent Director for the second term of 5 years

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

RESOLVED THAT Mrs. Manjula Poddar (DIN : 08158445), who was appointed as an Additional Director of the Company effective from June 23, 2023 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (‘Act’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.”

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, the reappointment of Mrs. Manjula Poddar, that meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for re-appointment as an Independent Director of the Company, for the second consecutive term, i.e., from June 23, 2023 to June 22, 2028 (both days inclusive) and who would not be liable to retire by rotation, be and is hereby approved.”

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K I C METALIKS LIMITED

Statutory Reports

5. Revision in remuneration of Mr. Mukesh Bengani, (DIN : 08892916) Director (Finance) and Chief Financial officer of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution :

RESOLVED THAT pursuant to the provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), applicable clauses of the Articles of Association of the Company and recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, and subject to the approval of the Members of the Company, approval of the Company be and is hereby accorded for revision in the remuneration of Mr. Mukesh Bengani (DIN : 08892916), Director (Finance) and Chief Financial Officer of the Company, with effect from June 1, 2023.

‘Mr. Bengani’, on the terms and conditions including remuneration as mentioned below :

Salary and Perquisites :

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a) Basic Salary 75,325 per month<br>b) H.R.A 33,913 per month
c) Other allowance 35,922 per month<br>Total 1,45,160 per month
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d) Leave Travel Allowance will be as per the Company rules.

e) Annual Bonus and gratuity will be as per the Company rules.

The terms and conditions of appointment of Mr. Bengani may be altered and varied from time to time by the Board in such manner as may be mutually agreed, subject to such approvals as may be required and within applicable limits of the Companies Act, 2013.

No sitting fees will be paid to Mr. Bengani for attending meeting of the Board of Directors or any committee thereof. Total remuneration of Mr. Bengani in any financial year shall not exceed 5 % of the net profits of the Company during that year. The appointment may be terminated by either party by giving one months’ notice of such termination or salary in lieu thereof or by mutual consent.

RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the above resolution.”

6. Ratification of the remuneration of the Cost Auditors (Firm Registration No. 101919) of the Company for the financial year 2023-24

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules 2014, as amended from time to time, the Company hereby ratifies the remuneration of Rs. 35,000 plus applicable taxes and out-of-pocket expenses incurred in connection with the audit, payable to M/s. Patangi & Co., Cost Accountants, (Firm Registration No. 101919), who were appointed by the Board of Directors as Cost Auditors of the Company to audit the cost records for the financial year 2023-24.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary proper or expedient to give effect to this resolution.”

Registered Office : By Order of the Board “Sir RNM House”, For K I C Metaliks Limited 3B, Lal Bazar Street, 4[th] Floor, Room No. 2, Kolkata – 700 001 Ruchika Fogla West Bengal, India Company Secretary Dated : June 27, 2023 (Membership No. A23339) Place : Kolkata

2 Annual Report 2022-23

Notice of AGM

IMPORTANT NOTES :

1. Pursuant to the Circular No. 14/2020 dated April 8, 2020 and Circular No. 17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 02/2022 dated May 05, 2022 and Circular No. 10/2022 and 11/2022 dated December 28, 2022 and all other relevant circulars issued from time to time and the provision of Companies Act, 2013 ‘Act.’ The Securities and Exchange Board of India ‘SEBI’ vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (hereinafter called as SEBI Circular), the 36[th] Annual General Meeting (“AGM”) of the Company is being held through VC/OAVM without the physical presence of Members at a common venue. The deemed venue for 36[th] AGM will be the Registered Office of the Company – “Sir RNM House”, 3B , Lal Bazar Street , 4[th] Floor , Room No.2, Kolkata -700 001, West Bengal .

2. The members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of commencement of the meeting (i.e. 10.30 AM IST) by following the procedure mentioned herein after under the head “instructions for members for Attending AGM through VC/OAVM will be made available for 1000 on first come first serve basis. This does not include large Members (i.e. holding 2 % or more shares), promoters, Institutional Investors, Directors and Key Managerial Personnel of the Company, the Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company and Auditors, who are allowed to attend the AGM without restriction on account of first come first serve basis.

3. Since this AGM is being held pursuant to the applicable MCA and SEBI Circulars through VC/OAVM, physical attendance of members has been dispensed with in line with aforesaid Circulars. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. The facility of casting votes by the member using remote e-voting system as well as at AGM will be provided by NSDL. The detailed instructions for casting vote are mentioned hereinafter.

  • Members who wish to speak at AGM shall send their name and DP ID/ Folio No. on or before Tuesday, September 05, 2023 on following email id [email protected] .

5. Institutional/ Corporate Members (i.e. other than individuals/ HUF, NRI etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or Governing Body Resolution/Authorization/Power of Attorney etc. (Authorization) authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail to his/her registered e-mail address at kic. [email protected] with a copy marked to [email protected] .

6. The Register of members and Share Transfer Register of the Company will remain closed from Saturday, September 02, 2023 to Friday, September 08, 2023 (both days inclusive).

7. As per Regulation 40 of Listing Regulations, as amended, securities of listed Companies can be transferred only in dematerialized form with effect from, April 7, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and to ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form as it facilitates easy liquidity. Change in particulars of shareholding such as bank details, address, loss of share certificates etc., members can contact the Company’s Registrars and Transfer Agents, M/s. S .K. Infosolutions Pvt. Ltd. D/42, Katju Nagar (Near South City Mall), Ground Floor, Katju Nagar Bazar, Jadavpur, Kolkata – 700 032 ‘RTA’ for assistance in this regard. The details various banks and agencies providing dematerialization of shares services are available on the website of NSDL and CDSL.

8. To support the ‘Green Initiative’, members who have not yet registered their email addresses are requested to register the same with their DP’s in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.

9. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is available to individual members. The members who are holding shares in physical form and are desirous of availing this facility may kindly download the prescribed form (SH-13) from the Company’s website and submit the same to RTA at the address mentioned herein

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Statutory Reports

above in Note No. 7 . Members holding shares in dematerialized form, should write to their Depository Participant for this purpose.

10. Members who are holding shares in physical form are requested to notify changes, if any, pertaining to their name, postal address, e-mail address, telephone or mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. to the RTA at the address mentioned Note No. 7 quoting their folio number along with requisite documents and members holding shares in dematerialised form, should intimate request for such changes to their Depository Participant.

11. Members who are holding shares in identical order of names in more than one folios, are requested to write to the RTA at the address mentioned in Note No. 7 to consolidate their holdings in one folio.

12. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are requested to write to the Company on or before Friday, September 01, 2023 from their registered e-mail address, mentioning their Name, DP ID and Client ID/Folio No. and mobile number on [email protected] . The queries will be replied by the Company suitably in the AGM.

13. In compliance with the aforesaid MCA Circulars and SEBI Circulars (referred in Note No. 1) Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company’s website www.kicmetaliks.com , website of the Stock Exchange i.e. BSE Limited at www. bseindia.com and on the website of NSDL www.evoting.nsdl.com .

14. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

15. Since the AGM will be held through VC/OAVM, the Route Map of the venue of the AGM is not annexed to this Notice.

16. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the businesses under Item Nos. 3, 4 5 and 6 above is annexed hereto. The relevant details of the Directors seeking re-appointment/appointment under Item Nos. 2 and 4 pursuant to Regulation 36(3) of the Listing Regulations and as required under Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, are also annexed.

17. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM ARE AS FOLLOWS :

A. PROCESS AND MANNER FOR VOTING THROUGH ELECTRONIC MEANS :

  • i. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended), and MCA Circulars the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

ii. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Friday, September 01, 2023 may cast their vote by remote e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting before the AGM as well as remote e-voting during the AGM. Any person who acquires shares of the Company and becomes a member of the Company after the dispatch of the Notice and holding shares as on the cut-off date i.e. Friday, September 01, 2023 may obtain the User ID and Password by sending a request at [email protected] .

  • iii. The remote e-voting period commences on Monday, September 04, 2023 at 9.00 a.m. (IST) and ends on Thursday, September 07, 2023 at 5.00 p.m. (IST) . The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change

Annual Report 2022-23

4

Notice of AGM

it subsequently. The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, September 01, 2023.

  • iv. Members will be provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not already cast their vote on the resolution(s) by remote e-voting, will be eligible to exercise their right to vote on such resolution(s) upon announcement by the Chairman. Members who have cast their vote on resolution(s) by remote e-voting prior to the AGM will also be eligible to participate at the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution(s) again.

  • v. The remote e-voting module shall be disabled by NSDL for voting, 15 minutes after the conclusion of the Meeting on the day of the AGM.

  • B. INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/OAVM AND REMOTE E-VOTING (BEFORE AND DURING

THE AGM) ARE GIVEN BELOW :

  • i. The members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system and they may access the same at https://www.evoting.nsdl.com under the Members/Members login by using the remote e-voting credentials, where the EVEN of the Company i.e. 125183 will be displayed. On clicking this link, the members will be able to attend and participate in the proceedings of the AGM. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID/Password may retrieve the same by following the remote e-voting instructions mentioned below to avoid last minute rush. Further, members may also use the OTP-based login for logging into the e-voting system of NSDL.

  • ii. Members may join the Meeting through Laptops, Smartphone’s, Tablets and iPads for better experience. Further, members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

  • iii. Members who would like to express their views or ask questions during the AGM may pre-register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DPID and Client ID/ Folio number, PAN, mobile number at [email protected] between Monday, September 04, 2023 (9:00 a.m. IST) to Wednesday, September 06, 2023 (5:00 p.m. IST) . Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Members who need assistance before or during the AGM to access and participate in the meeting may contact NSDL on [email protected] /1800-222-990 or 1800-22-430 or contact Mr. Amit Vishal, Senior Manager – NSDL at [email protected]/ 022-24994360 or Mr. Sanjeev Yadav, Assistant Manager – NSDL at sanjeevy@nsdl. co.in/022-24994553 .

  • C. THE INSTRUCTIONS FOR REMOTE E-VOTING BEFORE/ DURING THE AGM

  • Step 1: Access to NSDL e-Voting system

1. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETING FOR INDIVIDUAL Members HOLDING SECURITIES IN DEMAT MODE

In terms of SEBI Circular dated December 9, 2020 on e-voting facility provided by Listed Companies, individual Members holding securities in Demat mode are allowed to vote through their Demat accounts maintained with Depositories and Depository Participants. Members are advised to update their mobile number and e-mail Id in their Demat accounts in order to access the e-Voting facility.

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Statutory Reports

Login method for Individual Members holding securities in Demat mode is given below :

Type of Members Login Method
1.Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.
com either on a Personal Computer or on a mobile. On the e-Services home page click on
the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will
prompt you to enter your existing User ID and Password. After successful authentication,
you will be able to see e-voting services under Value added services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider 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 your are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit Demat account number hold with NSDL), Password/OTP
and a Verifcation Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider 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.
4.Members/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on :
Individual Members
holding securities in
Demat mode with NSDL

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6

Notice of AGM

  • Type of Members Login Method Individual Members 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing holding securities in user id and password. Option will be made available to reach e-Voting page without any demat mode with CDSL further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

    1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on
registration option.
4.
Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.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 e-voting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual Members You can also login using the login credentials of your Demat account through your Depository
(holding securities in Participant registered with NSDL for e-Voting facility. Upon logging in, you will be able to see
Demat mode) login e-Voting option. Click on e-Voting option, you will be redirected to NSDL Depository site after
through their depository successful authentication, wherein you can see e-Voting feature. Click on company name
participants 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 Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Individual Members
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 - 2499 7000
Members facing any technical issue in login can contact CDSL helpdesk by sending a request
at [email protected] or contact at toll free no. 1800 22 55 33
Individual Members
holding securities in
demat mode with CDSL

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Statutory Reports

2. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETING FOR Members OTHER THAN INDIVIDUAL Members HOLDING SECURITIES IN DEMAT MODE AND Members HOLDING SECURITIES IN PHYSICAL MODE

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

How to Log-in to NSDL e-voting website?

  1. 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.

  2. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Members’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e.
Demat(NSDL or CDSL) or Physical
Your User ID is:
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and client ID is 12 then
your User ID is IN300
12**
16 Digit Benefciary ID
For example, if your Benefciary ID is 12
** then your
User
ID is 12
**
EVEN Number followed by Folio Number registered with the
Company
For example, if EVEN is 120921 and folio number is 001
then
User ID is 116851001
**
a) For Members who hold shares in
Demat account with NSDL
b) For Members who hold shares in
Demat account with CDSL.
c) For Members holding shares in
Physical Form
  1. Details of password are given below:

  2. a. If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

  3. b. If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c. How to retrieve your ‘initial password’?

    • i. If your e-mail ID is registered in your Demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail sent and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of your beneficiary ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • ii. If your e-mail ID is not registered, please follow steps mentioned in process for those Members whose e-mail ids are not registered.

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Notice of AGM

  1. If you are unable to retrieve or have not received the ’Initial password’ or have forgotten your password :

  2. a. Click on ‘Forgot User Details/Password?’ (If you are holding shares in your Demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

  3. b. Click on ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

  4. c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your Demat account number/folio number, your PAN, your name and your registered address.

  5. d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

  6. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

  7. Now, you will have to click on ‘Login’ button.

  8. After you click on the ‘Login’ button, Home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

  1. After successful login at Step 1, you will be able to see EVEN of all the Companies in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select ‘EVEN’ of the Company for which you wish to cast your vote during the remote e-voting period and during AGM. For joining virtual meeting, you need to click on VC/OAVM Link placed under “Join General Meeting”,

  3. Now you are ready for e-voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

  5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

The instructions for e-voting during the AGM are as under :

  1. The procedure for remote e-voting during the AGM is same as the instructions mentioned above for remote e-voting, since the Meeting is being held through VC/OAVM.

  2. Only those Members/Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so shall be eligible to vote through e-voting system during the AGM.

General Guidelines for Members :

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

In case of any queries/grievances pertaining to remote e-voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions ‘FAQs’ for Members and e-voting user manual for Members available in the download section of www.evoting.nsdl.com or call on the toll-free number: 1800-222-990/1800-224-430 or send a request at [email protected] or contact Mr. Amit Vishal or Ms. Pallavi Mhatre or Mr. Pratik Bhatt from NSDL at the designated e-mail IDs: [email protected] or [email protected] or [email protected] .

Annual Report 2022-23 9

K I C METALIKS LIMITED

Statutory Reports

Other Instructions:

  • i. The Board of Directors has appointed Ms. Neha Yadav (Membership No. A36913) Practising Company Secretary, as the Scrutinizer to scrutinize the remote e-voting process before and during the AGM in a fair and transparent manner.

  • ii. The Scrutinizer shall immediately after the conclusion of voting at the AGM, unblock and count the votes cast during the AGM, and votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

  • iii. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www. kicmetaliks.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Chairman or any other person authorised by the Chairman and the same shall be communicated to BSE Limited where the shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

This statement is provided though strictly not required as per Section 102 of the Act.

ITEM NO. 3

In terms of Section 139 of the Companies Act, 2013, the term of M/s. B. N. Agrawal & Co., Chartered Accountants, the current Statutory Auditors of the Company, will end at the conclusion of the 36th Annual General Meeting (AGM) and the Company is required to appoint new statutory auditors to conduct the statutory audit of the books of accounts of the Company for the FY 2023-24 onwards. The Board of Directors recommend the appointment of, M/s. Agrawal Maheswari & Co. Chartered Accountants (Firm Registration No. 314030E) as the Statutory Auditors of the Company for a period of 2 (two) years commencing from the conclusion of the 36th AGM till the conclusion of the 38th AGM to be held in the year 2025.

M/s. Agrawal Maheswari & Co. Chartered Accountants (Firm Registration No. 314030E) have consented to their appointment as Statutory Auditors and have confirmed that, if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. The Board recommends the resolution set forth in Item no. 3 for approval of the Members. None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the resolution mentioned in Item no. 3 of the Notice

The Board recommends the resolution set forth in Item No. 3 of the Notice for approval of the Members.

ITEM NO. 4

Mrs. Manjula Poddar ‘Mrs. Poddar’ was appointed as the Independent Director of the Company for a period of five years from June 23, 2018 till June 23, 2023, and the said appointment was approved by the Members at their 31st Annual General Meeting held on September 26, 2018.

Based on the recommendation of the Nomination and Remuneration Committee, the Board on June 27, 2023, re-appointed Mrs. Poddar as the Independent Director of the Company, not liable to retire by rotation, for a Second term of five years effective June 23, 2023 to June 22, 2028, subject to approval of the Members.

The resolution seeks the approval of the Members in terms of Section 149 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules framed there under, for re- appointment of Mrs. Manjula Poddar as an Independent Director of the Company for a period of the five years commencing from June 23, 2023 to June 22, 2028.

Mrs. Manjula Poddar, B. Com, FCS and LLB aged about 40 years, is a Fellow Member of The Institute of Company Secretaries of India. She is a Practicing Company Secretary having vast experience of about 13 years in the field of Legal and Secretarial matters to her credit.

In the opinion of the Board, Mrs. Manjula Poddar is a person of integrity, fulfils the conditions specified in the Act and the Rules framed there under and is independent of the management of the Company.

The Board recommends the resolution set forth in Item No. 4 of the Notice for approval of the Members.

10 Annual Report 2022-23

Notice of AGM

ITEM NO. 5

The Board of Directors of the Company ‘Board’ at their meeting held on May 26, 2023, subject to approval of members of the Company, has accorded its approval for revision in remuneration of Mr. Mukesh Bengani, Director (Finance) and Chief financial Officer of the Company, ‘Mr. Bengani, as detailed in the resolution, for his remaining tenure. The same was approved by the Nomination and Remuneration Committee at its meeting held earlier that day and was recommended to the Board for its approval. While approving the revised remuneration of the Mr. Bengani, the Nomination and Remuneration Committee considered various parameters which, inter alia, includes, prudent handling of the finance and internal control functions of the Company, helping the management in achieving a robust top line and bottom line and others strategic initiatives, etc. with a view to ensure objectivity in determining the remuneration package as well as maintaining a balance between interest of the Company and members. The revision in remuneration of Mr. Bengani was made with the view to make the same commensurate with his efforts given to and involvement in the Company.

Pursuant to provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof or the time being in force) and applicable clauses of the Articles of Association of the Company, the above said revision in remuneration requires approval of members of the Company in a General Meeting by way of ordinary resolution.

The requisite details of Mr. Bengani are provided as annexure to this Notice.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution as set out at Item No. 5 of the Notice except Mr. Bengani.

The Board recommends the resolutions set forth in Item No. 5 of the Notice for the approval of Members.

ITEM NO. 6

The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Patangi & Co., Cost Auditors to audit cost records of the Company for the financial year 2023-24 at a remuneration of ` 35,000/-, excluding applicable taxes and out of pocket expenses, if any.

As per Section 148 of the Companies Act, 2013 the remuneration payable as above is to be ratified by the members. Accordingly, the consent of the Members is sought for passing the said resolution.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financially or otherwise in the resolution as set out at Item No. 6 of the Notice.

The Board recommends the resolution set forth in Item No. 6 of the Notice for approval of the Members.

Registered Office : By Order of the Board “Sir RNM House”, For K I C Metaliks Limited 3B, Lal Bazar Street, 4[th] Floor, Room No. 2, Ruchika Fogla Kolkata – 700 001 Company Secretary West Bengal, India (Membership No. A23339)

Dated : June 27, 2023 Place : Kolkata

Annual Report 2022-23 11

K I C METALIKS LIMITED

Statutory Reports

DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT

IN THE 36TH ANNUAL GENERAL MEETING

[Pursuant to Regulation 26(4) and 36(3) of Listing Regulations]

Name of Director(s) Mr.Radhey Shyam Jalan Mrs. Manjula Poddar
Date of Birth 23.06.1980 06.03.1978
Qualifcations B. Com (Hons.), Chartered
Accountant
B Com, FCS, LLB
Date of Appointment 16.01.2009 23.06.2018
Expertise in specifc functional areas Management, Finance and
Business administration
Company Secretary and Legal
Names of listed entities in which the person also
holds the directorship and the membership of
Committees of the board along with listed entities
from which the person has resigned in the past
threeyears;
None None
Details of shareholding (both own or held by/for
other persons on a benefcial basis), if any, in the
Company
K I C Metaliks Limited -Equity
Shares 5,13,475 (1.44 %)
None
Relationship between Directors, Manager and
other Key Managerial Personnel inter-se
Nil Nil
Attendance at Board meetings in fnancial year
2022-23
Mr. Jalan attended all Board
Meetings in fnancial year
2022-23
Mrs. Poddar attended all
Board Meetings in fnancial
year 2022-23

12 Annual Report 2022-23