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KRISHANVEER FORGE LIMITED AGM Information 2024

Aug 20, 2024

59071_rns_2024-08-20_68e83058-f02d-4f27-801d-c545b612a76e.pdf

AGM Information

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KRISHANVEER FORGE LIMITED

(Formerly known as Rajkumar Forge Limited)

CIN: L28910PN1990PLC056985

REGD. OFF.: OFF. NO. 511 TO 513, GLOBAL SQUARE, S. NO. 247, 14B, YERAWADA, PUNE-411 006 PHONE NO: 8956616160 | EMAIL: [email protected] | WEBSITE: www.kvforge.com

KVF/SEC/2024-25/55

August 20, 2024

The Manager, BSE Limited, Corporate Relationship Department, 1[st] Floor, New Trading Wing, Rotunda Building, P. J. Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 513369

Dear Sir / Madam,

Sub: Submission of the Notice of the 34[th] Annual General Meeting of the Company

Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Notice calling 34[th] Annual General Meeting of the Members of the Company to be held on Friday, September 13, 2024, at 11.30 A.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

The said Notice of 34[th] Annual General Meeting is also available on the website of the Company at www.kvforge.com

Kindly take the same on your records.

Thanking you,

Yours faithfully,

For Krishanveer Forge Limited (Formerly known as Rajkumar Forge Limited)

SHILPA Digitally signed by SHILPA SONI SONI Date: 2024.08.20 12:39:48 +05'30' Shilpa Soni Company Secretary Membership No. : A 59308

Encl.: As above

FACTORY: GAT NO. 357, KHARABWADI, CHAKAN - TALEGAON ROAD, CHAKAN - 410 501, TAL. KHED, DIST. PUNE PHONE: 91(02135) 671400, 671424

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NOTICE

Notice is hereby given that the 34[th] Annual General Meeting (“AGM”) of the Members of KRISHANVEER FORGE LIMITED (Formerly Known as Rajkumar Forge Limited) (“the Company”) will be held on Friday, September 13, 2024, at 11.30 AM (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.

RESOLVED THAT the Audited Standalone Financial Statements of the Company including the Balance Sheet as on of the Board of Directors and Auditors, thereon be and are hereby received, considered and adopted.”

  • ended March 31, 2024.

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“RESOLVED THAT in terms of the recommendation of the Board of Directors of the company, the approval of the Members whose names appear on the Company’s Register of Members, as on the Record Date.

3. To appoint a Director in place of Mr Nitin Shyam Rajore (DIN: 01802633) who retires by rotation and being

Resolution:

RESOLVED THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the rules made there

SPECIAL BUSINESS:

4. Revision in the terms of remuneration of Mr Nitin Shyam Rajore (DIN: 01802633) Whole Time Director of the Company

Resolution:

RESOLVED THAT st Annual General Meeting held on Monday, September 20, 2021 (‘the said Resolution of 2021’) and pursuant to the provisions of V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any and Remuneration Committee (‘NRC’), the consent of members of the Company, be and is hereby accorded to revised of his present term of appointment, i.e., up to November 30, 2026 (including the remuneration to be paid to him in the appointment as set out in the said Resolution of 2021 remaining the same and with the liberty to the Board of Directors to alter, vary and modify the terms and conditions of the said appointment and/or remuneration, in such manner as may be agreed to between the Board of Directors and the ED.

RESOLVED FURTHER THAT the Board of Directors or a Committee thereof be and is hereby authorized to take all

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5. To approve the Transactions with Related Parties of the Company

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, thereof for the time being in force], and Regulations 2(1)(zc), 23(4) and other applicable Regulations, if any, of the any, the Company’s Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/ or of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee or any other Committee constituted/ empowered / to Party Transaction(s)/ Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned (‘WIFPL’), a Holding Company and Western Heat and Forge Pvt Ltd (‘WHFPL’), on such terms and conditions as may be 30 crore during

RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the

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RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated

By Order of the Board

For KRISHANVEER FORGE LIMITED (Formerly Known as Rajkumar Forge Limited)

Sd/-

Shilpa Soni

M. No. A59308

Date: August 09, 2024 Place: Pune

NOTES:

Board of India (“SEBI”) and other circulars issued from time to time (hereinafter collectively referred to as “the Circulars”) and in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 2015, the AGM of the Company is Yerawada, Pune – 411006 shall be deemed to be the venue for the AGM.

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  • Limited at www.bseindia.com, and on the website of RTA at https://instavote.linkintime.co.in/Result/Resultpage

  • 5 days before the meeting to enable the Company to keep the information ready.

  • Regulations, 2015 (“SEBI (LODR) Regulations, 2015”), the Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 07, 2024, to Friday, September 13, 2024 (both days inclusive).

  • 8) 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 SEBI (LODR) Regulations, 2015 (as amended), and the MCA Circulars dated 8th April 2020, 13th April 2020, 5th May 2020, 28 December 2022 and 25 September 2023, the Company is this purpose, the Company has entered into an agreement with the RTA (Link Intime India Pvt. Ltd.) to facilitate voting system will be provided by NSDL, CDSL and RTA.

  • dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (‘ODR Portal’) for resolution of disputes arising in the Indian Securities Market.

at https://smartodr.in/login.

st March 2024 and subject to the approval of members at this Annual General Meeting, will be paid within thirty days from the date of declaration to those shareholders whose name shall appear on the company’s register of Members on Friday, 06[th] September 2024. Agent, M/s. Link Intime India Private Limited, Pune to claim the amount of Dividend.

it is due for payment, such unclaimed amount will be transferred to the Investor Education and Protection Fund and unpaid/unclaimed dividends before the due dates.

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Participants or in case shares are held in physical form, with the Company by sending documents through email at [email protected] on or before Friday, 06[th] September, 2024. The applicable TDS rate for dividends and documents to

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the category for which they should furnish the documents. In the absence of all the relevant documents, the Company shall determine the TDS rate based on information available with the RTA (for shares held in physical form) and the DPs (for shares held in dematerialized form).

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Please note that the duly completed & signed documents should be uploaded on the portal of the RTA on or before Friday, 06[th] September, 2024 (06:00 p.m. IST). Ambiguous, incomplete and/or unsigned forms and declarations will not abovementioned date & time.

physical form) & the DPs (for shares held in dematerialized form), along with the supporting documents.

section 206AA or 206AB of the Act, as applicable.

[email protected].

  • 11) SEBI, vide its Master Circular mentioned above, has also mandated that the Members whose folio(s)/demat account(s) do not have PAN, Contact details (Postal Address with PIN and Mobile Number), Bank A/c details, Specimen signature for their corresponding folio numbers and other KYC details updated, shall be eligible for any payment including dividend, 2024, upon their furnishing all the aforesaid details in entirety.

etc., declared during that period (from April 1, 2024, till the date of updation) pertaining to the shares held after the said updation automatically.

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  • 13) The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or dividend and/or shares.

  • Act.

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  • However, Corporate Members/ Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) who intend to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case may be, to attend the AGM kvforge.com, not later than 48 hours before the scheduled time of the commencement of the Meeting. Corporate Members/ Institutional shareholders (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/ Power of Attorney/Authority Letter etc. by clicking on the “Upload Board Resolution/Authority Letter” displayed under the th AGM.

  • 16) CS Satish Patil (FCS: 11001; CP: 13810), Proprietor, M/s Satish Patil and Associates, Company Secretaries, Pune has in a fair and transparent manner.

  • the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.

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  • numbers, PAN, power of attorney registration, Bank Mandate details, etc. to their Depository Participant (“DP”) in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, in prescribed note that SEBI has mandated the submission of PAN by every participant in the securities market.

  • communications including the Annual Report and notices from the Company electronically.

  • Pvt Ltd by clicking the link: https://linkintime.co.in/emailreg/email_register.html for obtaining the same.

  • 22) Additional information pursuant to Regulation 36(3) of the Listing Regulations in respect of the Directors seeking

  • 23) Regulation 40 of the SEBI (LODR) Regulations, 2015, as amended, mandates that the transfer, transmission and mode. Further, SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25 January 2022, has www.kvforge.com and the

  • website of RTA

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  • and address of the bank with a pin code number, if not furnished earlier.

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  • in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statements of holdings should be obtained from the concerned Depository Participant and

  • processed in dematerialized form.

  • write to the Company at least seven days before the date of the Meeting through email on secretarial.kvforge.com. to

29) Registration of email ID and Bank Account details:

In case the shareholder’s email ID is already registered with the Company / its Registrar & Share Transfer Agent “RTA”/

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In case the shareholder has not registered his /her / their email address with the Company / its RTA / Depositories and or has not updated the Bank Account mandate, the following instructions to be followed:

  • i. Kindly login to the website of our RTA, Link Intime India Private Limited, www.linkintime.co.in under Investor Services the same is Link Intime India Pvt. Ltd OR

  • ii. In the case of Shares held in Demat mode:

  • The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP. Report (including AGM Notice) and holds shares as on the i.e. Friday, September 06, 2024 to approach RTA at [email protected] or to Company at [email protected]

  • 31) The Scrutinizer shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a Director authorized by him in writing, who shall countersign the same. The Chairman or the authorized Director shall declare the result of the voting forthwith. uploaded on the Company’s website www.kvforge.com as well as on the website of Link Intime India Private Limited after the same is declared by the Chairman / authorized person. The Results shall also be simultaneously forwarded to the be deemed to be passed on the date of the Meeting, i.e. Friday, September 13, 2024.

  • Members of the Company will be entitled to vote at the AGM.

Annexure – TDS on Dividend

  • rate is 10% for resident Members with valid PAN, 20% for resident Members without PAN or invalid PAN or PAN not

  • 2) Section 206AB has been introduced by the Finance Act, 2021, whereby TDS will be higher of the following:

  • ii. Twice the rate or rates in force; or

  • iii. the rate of 5%;

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  • 3) Further, as per Section 139AA of the IT Act, every person who has been allotted a PAN and who is eligible to obtain from July 1, 2023. Members may visit for FAQs issued by the Government on PAN and Aadhar linking.

  • Avoidance Agreement (“DTAA”) with India as may be applicable, the documents prescribed for each category of Member (as per the eligibility) must be uploaded on the portal of RTA at . The format of relevant documents is available on the company’s website at https://kvforge.

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Friday, September 06, 2024 (06:00 p.m. IST) . Details or information received after this date will not be considered.

For Resident Members:

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----- Start of picture text -----

Particulars Applicable Rate Documents required (if any)
Valid PAN updated with the Depository 10% N.A.
Participant in case shares are held in
dematerialized form, or Registrar and
Transfer Agent (‘RTA’) in case shares are
sought by Member
An Individual having a dividend income Nil a) Copy of PAN card.
of more than ` 5000 and furnishing Form
b) Declaration in Form No. 15G (applicable to
15G/15H
an individual who is less than 60 years) /
Form 15H (applicable to an Individual who
conditions.
a) Copy of PAN card.
Department.
Department
No/Invalid PAN with the Depository 20% N.A.
Participant in case shares are held in
dematerialized form; or RTA in case shares
is sought by Member (including cases
where PAN is not linked with Aadhar)
Nil
Section 194 of the IT Act
the shares held; and
c) Copy of PAN Card.
Nil a) Copy of relevant registration documents;
of Section 10 of the IT Act
governed by the provisions of Section 10
(23D) of the IT Act; and
c) Copy of PAN Card.
Alternative Investment Fund (AIF) Nil a) Copy of registration documents;
established in India
under Section 10 (23FBA) of the IT Act and
AIF is established as Category I or Category
II AIF under the SEBI Regulations; and
c) Copy of PAN Card.
New Pension Trust Nil
of the IT Act
b) Copy of PAN card
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Particulars Applicable Rate Documents required(if any)
Recognized Provident Funds/Approved
Superannuation Funds/Approved Gratuity
Fund


Nil
b)Copyof PAN card.
Other Individual shareholders Nil b)Copyof PAN card.

For Non-Resident Members:

Particulars Applicable
Rate
Documents required (if any)
a. Foreign
Institutional
Investors (FIIs)/
Foreign Portfolio
Investors(FPIs)
20% (plus
applicable
surcharge
and cess)
(subject to
applicable
a) Copy of PAN Card;
2025);
f)
Any other document as prescribed under the IT Act for lower withholding
g) In case, Member is resident of Singapore, documentary evidence of
DTAA rate shall depend upon the completeness and satisfactory review by the
Company,of the documents submitted bythe Members.
Resident
Members

7) THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

Tuesday, September 10, 2024, at 09:00 A.M. and ends on Thursday, September 12, 2024, at 05:00 P.M. Friday, September 06, 2024 , may cast their vote electronically. The voting rights of shareholders shall be in proportion to their

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.

The login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with the NSDL IDeAS facility

Users who have registered for the NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com

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OR

User not registered for IDeAS facility:

  • a) To register, visit the URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

  • c) Post registration, the user will be provided with Login ID and password.

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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 the ‘Shareholder/Member’ section.

  • as shown on the screen.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

  • 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

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime

OR

Users not registered for Easi/Easiest

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/ myeasitoken/Registration/EasiestRegistration

  • c) Post registration, user will be provided Login ID and password.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime

METHOD 2 - By directly visiting the e-voting website of CDSL.

  • a) Visit URL: https://www.cdslindia.com/

  • 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

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  • e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you

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

  • a) Login to DP website

  • d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

  1. Visit URL: https://instavote.linkintime.co.in

  2. Click on “Sign Up” under ‘SHARE HOLDER’

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

  • B. PAN:

  • C. DOB/DOI: 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 ‘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 on ‘Login’ under ‘SHARE HOLDER’ tab.

‘Submit’.

Cast your vote electronically:

‘View’ icon .

  1. 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’

  2. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. ‘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

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  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) the time of sign up). 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.

  • f)

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:

  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • .
  • Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

  • d) Click on the Submit button and the investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

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 the ‘Votes Entry’ tab under the Menu section.

  • c) Enter Event No. for which you want to cast a vote. Event No. will be available on the home page of Instavote before the

  • e) Refer to 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

  • f) After selecting the desired option i.e., Favour / Against, click on ‘Submit’.

  • ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or

OR

VOTES UPLOAD:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • c) Select the ‘View’ icon for ‘ Company’s Name / Event number ‘. An

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  • File’ option.

  • f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution,

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

[email protected]

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.

Login type Helpdesk details
Individual
Shareholders
holdin
securities in demat mode with NSD
g
L
Members facing any technical issue in login can contact NSDL helpdesk by sending
[email protected]
Individual
Shareholders
holdin
securities in demat mode with CDS
g
L
Members facing any technical issue in login can contact CDSL helpdesk by sending
[email protected] contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form have forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both https://instavote. linkintime.co.in

o Click on ‘Login’ under the ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

In case shareholders is having valid email addresses, a 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.

: Your User ID is Event No + Folio Number

registered with the Company

User ID for Shareholders holding shares in the NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in the CDSL demat account

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

https://instavote.

linkintime.co.in

  • Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

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.

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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 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”.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. Only those Members/ shareholders, who will be present in the AGM through the VC/OAVM facility and have not cast their

  2. to vote at the AGM.

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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Process and manner for attending the General Meeting through InstaMeet:

  1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.

     - **“Company”** and **‘Event Date’**
    
  2. A. Demat Account No. or Folio No:

    • ID

    • NSDL demat account shall provide 8 Character DP

  3. ID followed by 8 Digit Client ID

  4. physical form shall provide a Folio Number registered

  5. with the Company

  6. B. PAN: with the Depository Participant (DP)/

  7. C. Mobile No.: Enter your mobile number.

  8. D. Email ID: Enter your email id, as recorded with your DP/Company.

  9. meeting).

Instructions for Shareholders/ Members to Speak during the General Meeting through InstaMeet:

  1. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

  2. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

number for speaking.

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Instructions for Shareholders/ Members to Vote during the General Meeting through InstaMeet:

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  • 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 the appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which

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co.in

By Order of the Board KRISHANVEER FORGE LIMITED (Formerly Known as Rajkumar Forge Limited)

Sd/Shilpa Soni

M. No. A59308

Date: August 09, 2024 Place: Pune

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CIN: L28910PN1990PLC056985 Website: www.kvforge.com [email protected]

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013:

of the accompanying Notice.

Item No. 4:

remuneration to Mr Nitin Shyam Rajore (“Mr Rajore”) as Whole Time Director of the Company for a period of 5 years from December 01, 2016, upto November 30, 2021. Further, the Board of Directors of the Company at their meeting held on June Whole Time Director of the Company at the 31[st]

December 01, 2021 upto November 30, 2026, by way of a special resolution (‘the said Resolution of 2021’), on the terms of remuneration mentioned herein below, with powers to the Board to make such variation or increase therein as may be

Board of Directors, on the recommendation of the Nomination and Remuneration Committee, is of the view that the revision

of passing of Special Resolution for the agenda matter as set out at Item No. 4 of this Notice pursuant to the provisions of Companies Act, 2013.

  1. Gratuity will be payable as per the provisions of the Gratuity Act;

  2. The company’s car will be provided and maintenance whereof to be borne by the Company;

The above may be treated as a written memorandum setting out the change in terms of the appointment of Whole time Directors under Section 190 of the Companies Act, 2013 with powers to the Board to make such variation or increase therein thereof.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives, other than Directors for their respective revision in terms of remuneration are concerned or interested, whether directly or indirectly, in the resolution

The Board recommends the Resolution as set out as a Special Business in Item no. 4 of the Notice for the approval of Members as a Special Resolution.

Pursuant to Regulations 36(3) of Listing Regulations and Secretarial Standard 2 issued by the Institute of Company Secretaries of India, the following information is furnished:

Name of Director Mr. Nitin Shyam Rajore
DIN 01802633
Date of Birth May09,1961
Age 63 Years
Date of First Appointment December 01,2016
BSc (Chemistry ) Hons

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Disclosure of Relationship between Not related to any of the Directors
Directors interse
Business Operations, Strategy & Planning, Finance, Leadership, Human
Resource, Sales & Marketing, Risk Management
Number of Board Meetings attended 4
during the year
List of other Indian Companies in Listed Companies:
which Directorship is held as on March
NiL
31, 2024
Unlisted Companies:
1. Tristar Polymers Private Limited
2. Matushree Holdings Private Limited
Terms and Conditions of
rotation.
Entitled for Remuneration as mentioned in Resolution along with authority to
Board to revise the same..
Remuneration last drawn (including Refer to Directors’ Report and Corporate Governance Report forming part of the
sitting fees, if any) Annual Report.
Remuneration proposed to be paid
Number of Shares held in the
Company as on March 31, 2024
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Item No. 5:

to the provisions pertaining to the Related Party Transactions under Regulation 23 of the SEBI (Listing Obligations and

herein for reference:

is lower.

to Related Party Transactions on the period of validity of the omnibus approval where the transactions are material and

Western India Forgings Pvt Ltd (WIFPL) including its divisions, Parent of the Company, and Western Heat and Forge Pvt Ltd (WHFPL), towards Sale, supply/purchase of goods, materials; Sale or otherwise dispose of or buy, lease of Property of any cumulative transactions (payments and receipts) with WIFPL and WHFPL may cross the Rs. 25 crore threshold during FY

Rs. 30 crores. The upper limit of transactions in a year with WIFPL and WHFPL towards Sale/Purchase of goods, materials The upper limit mentioned is an enabling limit to help the business operate smoothly without interruption. The approval by

A detailed evaluation and due diligence led by senior Management was undertaken. The Audit Committee was updated from

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Chairman of the Company recused himself from all discussions relating to these transactions as he is chairman & MD of the WIFPL and deemed to be interested in this matter.

st th May, 2024.

agility and create value for all Stakeholders.

A summary of information provided by the management to the Audit Committee along with the details of the proposed transactions of the Company with WIFPL, being a related party of KVFL, are as follows :

Sr. No. Description Particulars
1. Name of Related Party Western India Forgings Pvt Ltd
2. Nature of Relationship HoldingCompany
3. Type of the proposed transaction a)
Sale and Purchase of Goods and Services (This includes Ingots, Job
b)
Leasing of Property
c)
Payment of Commission for availing marketing services
d)
Any transfer of resources, services or obligations to meet its objectives/
4. Nature, duration/tenure, material
terms,
monetary
value
and
particulars of contract/arrangement
Transactions in the normal course of business with terms and conditions
that are generally prevalent in the industry segments that the Company
operates in Monetary value of transactions with a single related party
arrangements which are entered for a duration as mutually decided by
parties and a cumulative threshold of Rs. 30 Crores across all related
partiesper annum.
5. Particulars
of
the
proposed
transaction
Same as Sr. No. 3
6. Tenure of the transaction As maybe mutuallydecided between theparties
Value of the proposed transaction The monetary value of transactions with a single related party is subject to a
which are entered for a duration as mutually decided by parties and a
cumulative threshold of Rs. 30 Crores across all relatedpartiesper annum.
8. Percentage
of
the
Company’s
annual consolidated turnover, for
year, that is represented by the
value of theproposed transaction
35.88%
9. annual consolidated turnover that
is represented by the value of the
proposed RPT
4.92%
(*As per Unaudited consolidated turnover of WIFPL as on March 31, 2024)

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Sr. No. Description Particulars
10. Krishanveer Forge Limited (Formerly known as Rajkumar Forge Limited)
proposed transaction (“the Company/ KVFL”) being a renowned and customers’ preferred choice
holding Company M/s Western India Forgings Pvt. Ltd. (“WIFPL”), further,
since both the Companies viz. KVFL and WIFPL belong to the same industry,
furtherance of their business and to better serve their respective customers.
The transactions between the two companies not only help smoothen
and generation of revenue and business for both the companies to cater to
11. Name of the Director or Key Mr. Arun Krishankumar Jindal
Managerial Personnel, who is
related
12. Additional disclosures to be made
deposits, advances or investments
made or given: Not Applicable
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The transaction shall also be reviewed/monitored on an annual basis by the Audit Committee of the Company and shall placed before the Shareholders for approval, in terms of Regulation 23(4) of the SEBI Regulations.

Mr Arun Jindal, Chairman & MD of Western India Forgings Pvt. Ltd., is deemed to be interested in the matter. None of the in this Resolution. The Members may note that as per the provisions of the Listing Regulations, all related parties (whether Item No. 5.

The Board recommends the Ordinary Resolution set out at Item No. 5 for the approval of Members.


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