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Krebs Biochemicals & Industries Ltd. — Proxy Solicitation & Information Statement 2023
Feb 13, 2023
60842_rns_2023-02-13_2b0eb742-db35-4616-a1ec-e5294e0a0b2c.pdf
Proxy Solicitation & Information Statement
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Krebs Biochemicals & Industries Limited
CIN : L24110AP1991PLC103912
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Date: 13-02-2023
To, To, The Manager, The Manager, Department of Corporate Relations, Listing Department, BSE Limited, National Stock Exchange of India Ltd. P J Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Fort, Mumbai- 400001 Bandra(E), Mumbai- 400051 Scrip Code : 524518 Scrip Code : KREBSBIO
Dear Sir(s)/Madam,
Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice
In continuation to our letter dated February 03, 2023, please find attached the Notice of Postal Ballot being circulated to the Members seeking their approval by way of e-voting to maintain the registers, book of accounts and other documents as required to be maintained under the provisions of Companies Act, 2013 at Registered Office of the Company situated at Kothapalli (V), Kasimkota (M), Anakapalli, Visakhapatnam, Andhra Pradesh-531 031 w.e.f 1[st] April, 2023 from Corporate Office situated at 8-2-577/B, Plot No. 34, 3rd Floor, Maas Heights, Road No. 8, Banjara Hills, Hyderabad-500 034, Andhra Pradesh.
In accordance with applicable laws, the said Notice is being sent electronically to all the Members whose names appear in the Register of Members/List of Beneficial Owners and whose e-mail IDs are registered with the Company / M/s. KFin Technologies Limited (“RTA”) / Depositories as on Friday, February 10, 2023 (“cut-off date”).
The same shall be uploaded on the Company’s website www.krebsbiochem.com.
Digitally signed by PABITRAKUM PABITRAKUMAR AR KALIPADA KALIPADA BHATTACHA BHATTACHARYYA Date: 2023.02.13 RYYA 16:07:59 +05'30'
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Regd. Office : Kothapalli (V), Kasimkota (M), Anakapalli, Visakhapatnam, Andhra Pradesh-531 031 Corporate Office : 8-2-577/B, Plot No. 34, 3rd Floor, Maas Heights, Road No. 8, Banjara Hills, Hyderabad-500 034 Tel : 040-66808040 E-mail [email protected], Website- www.krebsbiochem.com
CIN : L24110AP1991PLC103912
Krebs Biochemicals & Industries Limited
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Further, also find below the Schedule of events for Postal Ballot:
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Sr. No. Activity Day / Date
1 Cut-off Date/Benpos date for Friday, February 10, 2023
sending notice to the Members
2 Commencement of e-voting Thursday, February 16, 2023 10:00 am
3 End of voting period Friday, March 17, 2023 05:00 pm
4 Declaration of voting result Saturday, March 18, 2023
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The above is for your information and record.
Thanking you,
Yours Faithfully
For Krebs Biochemicals and Industries Limited
Digitally signed by PABITRAKUMAR PABITRAKUMAR KALIPADA KALIPADA BHATTACHARYYA BHATTACHARYYA Date: 2023.02.13 16:08:24 +05'30'
Pabitrakumar Bhattacharyya Managing Director Email:[email protected] Phone:9121144984
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Regd. Office : Kothapalli (V), Kasimkota (M), Anakapalli, Visakhapatnam, Andhra Pradesh-531 031 Corporate Office : 8-2-577/B, Plot No. 34, 3rd Floor, Maas Heights, Road No. 8, Banjara Hills, Hyderabad-500 034 Tel : 040-66808040 E-mail [email protected], Website- www.krebsbiochem.com
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KREBS BIOCHEMICALS & INDUSTRIES LIMITED
CIN: L24110AP1991PLC103912
Regd Office : Kothapalli Village, Kasimkota Mandal, Anakapalli, Visakhapatnam – 531 031, A.P. Corp Office : 8-2-577/B, Plot No. 34, 3rd Floor, Maas Heights, Road No.8, Banjara Hills, Hyderabad -500034 Tel: No. 040-91211 44984; E-mail: [email protected]
POSTAL BALLOT NOTICE
NOTICE ISSUED TO MEMBERS PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 AND RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.
Dear Member(s),
Notice is hereby given pursuant to Section 110, and other applicable provisions of the Companies Act, 2013 as amended (the “Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Management Rules”), General Circular Nos. 14/2020 dated April, 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/ 2021 dated June 23, 2021, 20/2021 dated December 8, 2021 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”), Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), that the resolution appended below is proposed to be passed by the members of the Company (as on the Cut-off Date) (“Members”), through postal ballot (the “Postal Ballot”) only by way of remote e-voting (“e-voting”) process. An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof form part of this Postal Ballot notice (the “Postal Ballot Notice”).
In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Management Rules and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred as the “SEBI Listing Regulations”) and as per the guidelines issued by the MCA vide MCA Circulars, the Postal Ballot Notice would be sent only in electronic mode to all those shareholders who have registered their e-mail addresses with the Company or Depository Participant / Depository / KFin Technologies Limited, (formerly known as KFin Technologies Private Limited) the Company’s Registrar & Transfer Agent (hereinafter referred as “RTA”/ “KFin”). Further, in line with the MCA Circulars, the manner of voting on the proposed resolution will be through remote e-voting only and voting through physical ballot papers will not be provided.
The members holding equity shares of the Company are requested to carefully read all the instructions given in the Notes.
The Board of Directors of the Company have appointed Ms. Kritika Sharma, Practising Company Secretary (ACS No. 39335 and COP No. 14671), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot in a fair and transparent manner. The Scrutinizer will submit her report to the Chairman of the Company or to the person authorized by him after completion of the Postal Ballot (including e-voting) in a fair and transparent manner.
The results of the postal ballot/e-voting will be announced not later than Saturday, March 18, 2023 and will be displayed at the corporate / registered office of the Company and will also be intimated/communicated to BSE Limited (the “BSE”) and National Stock Exchange of India Limited (the “NSE”) (hereinafter collectively referred to as the “Stock Exchanges”) where the equity shares of the Company are listed.
The results of the postal ballot will also be displayed on the Company’s website www.krebsbiochem.com and on the website of KFin Technologies Limited at https:// evoting.kfintech.com/ and the website of the Stock Exchanges where the Company’s shares are listed i.e., BSE Limited and National Stock Exchange of India Limited.
The resolution, if passed by requisite majority, will be taken as passed effectively on the last date specified for e-voting, i.e., Friday, March 17, 2023.
i. To maintain the books of accounts and the statutory registers of the Company at the registered office.
To consider and, if thought fit pass the following Resolution as a Special Resolution :
“RESOLVED THAT in supersession of the resolution passed through Postal Ballot concluded on 9th November, 2015, the books of accounts and other statutory records and registers of the company including copies of Annual Returns, as per the provisions of Sections 92, 94(1), 128, 134 and any other applicable provisions of the Companies Act 2013 (the “Act”) and Rules framed thereunder (including any amendments
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there to or for the time being in force) be maintained at the Registered Office of the Company situated at Kothapalli village, Kasimkota Mandal, Anakapalli, Visakhapatanam District - 531031, Andhra Pradesh with effect from 1st April, 2023, instead of hitherto maintained at the Corporate Office of the Company at Hyderabad, Telangana State.
RESOLVED FURTHER THAT Mr. Pabitra kumar Kalipada Bhattacharyya, Managing Director (DIN: 07131152) and Mr. Rohit Taparia, Company Secretary of the Company be and are hereby severally authorized to do all such other acts, deeds and things as may be deemed fit and necessary to give effect to this Resolution.
RESOLVED FURTHER THAT Mr. Pabitra kumar Kalipada Bhattacharyya, Managing Director (DIN: 07131152) and Mr. Rohit Taparia, Company Secretary of the Company be and is hereby authorized to digitally sign and e-file Form AOC-5 with Registrar of Companies, Telangana and to do all other consequential and ancillary matters arising thereto.”
By Order of the Board For Krebs Biochemicals & Industries Ltd. Pabitrakumar Kalipada Bhattacharya Managing Director DIN--07131152
Place : Hyderabad Date : 3rd February, 2023
NOTES:
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Explanatory statement pursuant to the provisions of Section 102 read with Section 110 of the Act, setting out the material facts pertaining to the resolutions are annexed hereto along with Postal Ballot Notice (“Notice”) for your consideration.
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As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Management Rules, cutoff date for the purpose of reckoning the Voting rights is Friday, February 10, 2023 (“Cut-off Date”). A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.
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This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email addresses are registered with the Company / depository participant(s), as on Friday, February 10, 2023 (“Cut-off Date”).
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Members who have registered their email IDs for receipt of documents in electronic form under the Green Initiative of the Ministry of Corporate Affairs are being sent this Postal Ballot Notice by e-mail to their email addresses registered with their Depository Participants / the Company’s RTA.
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In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
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All the Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories/Depository Participants) shall be entitled to vote in accordance with the process specified in the e-voting instructions.
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Resolution passed by the Members through postal ballot is deemed to have been passed as if it has been passed at a General Meeting of the members.
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E-voting shall commence on Thursday, February 16, 2023 at 10.00 A.M. (IST) and end on Friday, March 17, 2023 at 5.00 P.M. (IST). The e-voting module shall be disabled for voting thereafter.
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The Board of Directors of the Company had appointed Ms. Kritika Sharma, Practising Company Secretary (ACS No. 39335 and COP No. 14671), as the Scrutinizer (hereinafter referred as the “Scrutinizer”) for conducting the Postal Ballot process in a fair and transparent manner.
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The Scrutinizer will submit her final report to the Chairman of the Company or to the person authorised by him as soon as possible on or after the last date of e-voting but not later than Saturday, March 18, 2023. The results of the postal ballot/e-voting will be declared not later than Saturday, March 18, 2023 and will be displayed at the corporate / registered office of the Company, on the website of the Company, on the website of KFin and will also be intimated/communicated to BSE Limited (the “BSE”) and National Stock Exchange of India Limited (the “NSE”) (hereinafter collectively referred to as the “Stock Exchanges”) where the equity shares of the Company are listed.
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This Postal Ballot Notice is also being uploaded on the Company’s website, www.krebsbiochem.com and of KFin https://evoting.kfintech.com/ and the Stock Exchanges on which the Equity shares of the Company are listed.
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In this Notice and the statement of material facts, the term “shareholder(s)” and “member(s)” are used interchangeably.
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Members can also register their e-mail IDs and contact numbers with the Company by sending details to their respective depositories, CDSL and/ or NSDL or with the Registrar and Transfer Agent, viz., KFin to enable the Company to communicate to the members, the information about various developments in the Company via email/SMS.
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SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities by March 31, 2023 and linking PAN with Aadhaar by March 31, 2022 vide its circular dated November 3, 2021 and December 14, 2021. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s registrars KFin Technologies Limited at [email protected]. The forms for updating the same can be availed from RTA.
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The remote e-voting process shall be as under:
INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING ARE AS UNDER:
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Step 1 : Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
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Step 2 : Access to KFin Technologies Limited e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.
Details on Step 1 are mentioned below:
I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.
| Type of shareholders |
Login Method | Login Method |
|---|---|---|
| Individual Shareholders holding securities in demat mode withNSDL |
1. I. II. III. IV. 2. I. II. III. IV. 3. I. II. III. IV. V. |
User already registered for IDeAS facility: Visit URL: https:// eservices.nsdl.com Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” Click on company name or e-Voting service provider and you will be re- directed to e-Voting service provider website for casting the vote during the remote e- Voting period. User not registered for IDeAS e- Services To register click on link : http s:// eservices.nsdl.com Select “Register Online for IDeAS” or click at https:// eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp Proceed with completing the required fields. Follow steps given in points 1 Alternatively by directly accessing the e-Voting website of NSDL Open URL: https:// www .evoting.nsdl.com/ 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 held with NSDL), Password / OTP and a Verification Code as shown on the screen. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e. KFintech. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period. |
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| Type of shareholders |
Login Method | Login Method | |
|---|---|---|---|
| Individual | **1. ** | Existing user who have opted for | |
| Shareholders | Easi / Easiest | ||
| holding securities in |
I. | Visit URL: https:// web.cdslindia.com/myeasi/home/ |
|
| demat mode withCDSL |
loginor URL: www .cdslindia.com |
||
| II. | Click on New System Myeasi | ||
| III. | Login with your registered user id | ||
| and password. | |||
| IV. | The user will see the e-Voting Menu. | ||
| The Menu will have links of ESP i.e. | |||
| KFintech e-Voting portal. |
- V. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/ Easiest
I. Option to register is available at https://web.cdslindia.com/myeasi/ Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
| **3. ** | Alternatively, by directly accessing the e-Voting website of CDSL |
||
|---|---|---|---|
| I. | Visit URL: www .cdslindia.com |
||
| II. | Provide your demat Account | ||
| Number and PAN No. | |||
| III. | System will authenticate user by | ||
| sending OTP on registered Mobile | |||
| & Email as recorded in the demat | |||
| Account. | |||
| IV. | After successful authentication, | ||
| user will be provided links for the respective ESP, i.e KFintech where the e- Voting is in progress. |
|||
| Individual | I. | You can also login using the login | |
| Shareholder | credentials of your demat account | ||
| login through | through your DP registered with | ||
| their demat | NSDL /CDSL for e-Voting facility. | ||
| accounts / | II. | Once logged-in, you will be able to | |
| Website of | see e-Voting option. Once you click | ||
| Depository | on e- Voting option, you will be | ||
| Participant | redirected to NSDL / CDSL | ||
| Depository site after successful | |||
| authentication, wherein you can see | |||
| e-Voting feature. | |||
| III. | Click on options available against | ||
| company name or e-Voting service | |||
| provider – Kfintech and you will be | |||
| redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication. |
Important note : Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Securities held with NSDL Securities held with CDSL |
Please contact NSDL helpdesk by sending a request at [email protected] call at toll free no.:1800 1020 990and1800 22 44 30 Please contact CDSL helpdesk by sending a request at [email protected] contact at022-23058738or022-23058542-43 |
Details on Step 2 are mentioned below:
Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.
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(A) Members whose email IDs are registered with the Company/ Depository Participant(s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
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i. Launch internet browser by typing the URL: https:/ /evoting.kfintech.com/
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ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 7169 , followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
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iii. After entering these details appropriately, click on “LOGIN”.
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iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
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v. You need to login again with the new credentials. vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘7169’ and click on “Submit”.
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vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and
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partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
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viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
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ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
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x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
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xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
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xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e- voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name EVENT No.”
(B) Procedure for Physical folios:
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Visit the link https://ris.kfintech.com/clientservices/ postalballot/registration.aspx
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Select company name “Krebs Biochemicals & Industries Limited”
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Shareholder to enter physical Folio No and PAN No.
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If PAN No. is not available in the records, shareholder to enter one of the Certificate No.
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Shareholder to enter the e-mail id and mobile no.
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System check the authenticity of the Folio No. and PAN/Certificate No. and send the different OTPs to mobile no. and e-mail id to validate.
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Shareholder to enter the OTPs received by SMS and e-mail id to complete the validation process. (OTPs will be valid for 5 min. Only).
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If PAN is not available, the system will prompt to upload the duly signed scan copy of the PAN.
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System confirms the registration of e-mail id.
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System will send the notice & procedure for e- voting to the “e-mail id” given by the shareholder.
Post successful registration of the e-mail, the shareholder would get a soft copy of the notice and the procedure for e- voting along with the User ID and the Password to enable e- voting for this Postal Ballot.
It is however clarified that for permanent registration of e-mail address, the shareholders are requested to register their e- mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana - 500 032, India by following due procedure.
In case of any query/concern/grievance, Members may refer the (i) remote e-voting user manual or (ii) Help & Frequently Asked Questions (FAQs), available at the downloads section of https://evoting.kfintech.com or KFin Technologies Limited at Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, India, at email: [email protected]; 18003094-001 (toll free) or may write to the Company at [email protected]
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT
Item no.1
Pursuant to the resolution passed through the postal ballot process concluded on 9th November, 2015, members of the Company approved the maintenance of registers, returns and books of accounts in accordance with the provisions of Sections 92, 94, 128, 134 and other applicable provisions of the Companies Act, 2013 at the Corporate Office of the Company situated at Plot No. 34, 8-2-577/B, 3rd Floor, Mass Heights, Road No.8, Banjara Hills, Hyderabad, Telangana – 500 034. However, in accordance to the said provisions of the Companies Act, 2013, these registers, returns and books of accounts are required to be maintained at the Registered Office of the Company.
The board of directors of the Company at their meeting held on 3rd February, 2023 have now decided to shift the said registers, returns and books of accounts to the Registered Office of the Company situated at Kothapalli village, Kasimkota Mandal, Anakapalli, Visakhapatanam District -531031, Andhra Pradesh and completely discontinue maintaining them at the Corporate Office.
Pursuant to the regulations of the aforementioned provisions of the Companies Act, 2013 it is necessary to obtain the approval of members for keeping the registers at a place other than the registered office. However, as a matter of good corporate practice and for the benefit of the stakeholders at large the Board of Directors have decided to shift the registers back to the registered office only after obtaining the approval of members through postal ballot.
Accordingly, the consent of the members is sought by way of a Special Resolution, as set out at Item No. 1 for maintenance of books of accounts, registers and returns of the Company
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at the Registered Office of the Company with effect from 1st April, 2023, as above.
The Board recommend the passing of the Resolution as set out at Item No. 1 of the Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the passing of this Resolution.
BY ORDER OF THE BOARD For KREBS BIOCHEMICAL & INDUSTRIES LIMITED
Pabitra Kumar Kalipada Bhattacharyya Managing Director DIN: 07131152
Date : 3rd February, 2023 Place : Hyderabad
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CIN: L24110AP1991PLC103912
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