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Mac Charles (India) Ltd. AGM Information 2023

Aug 18, 2023

61334_rns_2023-08-18_04984ae1-c609-49d2-99e6-0462f89821f0.pdf

AGM Information

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To The General Manager- Listing BSE Limited 24[th] Floor, P J Towers, Dalal Street, Fort Mumbai - 400001

August 18, 2023

Dear Sir/Madam,

Sub: Intimation of 43[rd] Notice of Annual General Meeting of MAC Charles (India) Limited under Regulation 36(2) of SEBI LODR

Ref: Scrip Code 507836

This is to inform you that, pursuant to Regulation 36 (2) and other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 43[rd] Annual General Meeting (AGM) of the Company will be held on Thursday, 14[th] September,2023 at 12:00 Noon through Video Conferencing (VC) and Other Audio Visual Means(OAVM).

The Calendar of Events as listed as below:

Sl
No		 Activity Regulatory Provision Target
Date
1. Receipt of letter of
consent
from
the
scrutinizer		 Rule
20(4)(x)
of
Companies
(Management and Administration)
Rules, 2014
(“MGT Rules“)		 04-08-2023
2. Issue of Notice of Board
Meeting to the Directors		 Section 173(3) of Companies
Act, 2013 read with para 1.3.6
of SS-I		 04-08-2023
3. Display of the notice of
Board Meeting on the
website		 Reg 46 of SEBI LODR 04-08-2023
4. Prior intimation about the
Board meeting to approve
the Report of Board of
Directors, Notice of AGM
etc for
FY 2021-22 to BSE (at
least two working days
in advance)		 Reg 29 of SEBI LODR 04-08-2023
5. Board
meeting
to
approve the Directors
Report,
Report
on		 Reg 33 of SEBI LODR 11-08-2023

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Compliance
of
Corporate Governance,
other disclosures, Notice
of AGM etc
6. Board of Directors to
approve the appointment
of scrutinizer for the
AGM		 Rule 20(4)(ix) of MGT Rules 11-08-2023
7. Intimation
of
the
outcome
of
Board
Meeting
to
stock
exchange : details of the
date of AGM, Cut off
date
for
evoting,
schedule of evoting etc		 Reg 30 of SEBI LODR 11-08-2023
8. BgSE
Financials
Limited, RTA to set up
request for Beneficial
Owner
Position
(Benpos)
with
Depositories i.e. CDSL
and
NSDL
as
on
11/08/2023
for
the
purpose of despatch of
the Notice of AGM to
the shareholders		 -
9. Fixing
the
date
for
determination of the list
of shareholders who will
be entitled to receive the
notice of AGM as 11-
08-2023		 - 11-08-2023
10. Downloading
the
BENPOS
:
list
of
members by the RTA as
on 11-08-2023		 - 12-08-2023
11. RTA to forward the list
of members who are
having the Email Id and
who are not having the
email Id separately to
the Company		 - 14-08-2023

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Company to submit the
final set of signed copy
of
the
single
PDF
document containing the
Notice of AGM and the
Annual Report to the
RTA be despatched to
the shareholders		 18-08-2023
Cut
off
date
for
determination
of
eligibility
for
shareholders for evoting
(not earlier than seven
days before the date of
general meeting)		 Rule 20(1)(ii) of MGT Rules 07-09-2023
Generation of EVSN on
the evoting portal of
CDSL		 - 18-08-2022
RTA to send by email to
CDSL Green Initiative
the Notice of AGM and
Annual Report to the
shareholders who are
having the email Id		 18-08-2023
Filing the Notice of
AGM
alongwith
calendar of events to
BSE		 Reg 36(2) of SEBI LODR 18-08-2023
Filing of Annual Report
with BSE		 Reg 34 of LODR 18-08-2023
Display of Notice of
AGM, Annual Report,
Annual Return in Form
MGT-7 on website of
Company		 Section 92(3) and 101 of Companies
Act, 2013;
Rule
18(3)(ix)
and
Rule
29(3)(ii) of MGT Rules, 2014		 18-08-2023
CDSL Green Initiative
to send the draft of the
covering e-mail to the
Company to be sent to
the
shareholders
alongwith the Notice of
AGM
and
Annual
Report by email to all		 19-08-2023

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the members who have
furnished their email Id.
Company to approve the
draft of the covering
email sent by Green
initiative		 19-08-2023
CDSL Green Initiative
to send by email the
Notice of AGM and
Annual Report to the
shareholders, Directors,
Auditors		 Section 101/
136 of Companies Act, 2013		 20-08-2023
CDSL Green Initiative
to send confirmation
about despatch of Notice
of Postal Ballot by email
to the shareholders to
the RTA and company		 21-08-2023
Publication
of
advertisement in two
Newspapers about the
dispatch of notice of
AGM,
evoting
and
procedure
for
registration of email Id		 Reg 47(1)(d) of SEBI LODR and
Rule 20 (4) (v) of
MGT Rules		 21-08-2023
CDSL Green Initiative
to send confirmation
about despatch of Notice
of Postal Ballot by email
to the shareholders to
the RTA and company		 21-08-2023
Cut
off
date
for
determining
eligibility
of shareholders to cast
votes on the resolutions
placed before the AGM		 Rule 20(1)(ii) of MGT Rules 07-09-2023
RTA to download the
BENPOS
/list
of
beneficial owners as on
the cut off date		 08-09-2023
Uploading the ROM and
notice of AGM on the
website of CDSL		 - 08-09-2023

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Activation of EVSN on
CDSL evoting portal		 08-09-2023
Commencement
of
remote evoting		 Rule 20(4)(vi) of MGT Rules 11-09-2023
Closure of remote
evoting		 13-09-2023
Annual General Meeting Section 96 of Companies Act,
2013		 14-09-2023
Filing of outcome of
AGM to BSE		 Reg 30 of SEBI LODR 14-09-2023
Last date for submission
of Report of Scrutinizer
by the scrutinizer		 Reg 44 (3) of SEBI LODR 16-09-2023
Declaration of voting
results by the Chairman		 Rule 20 (xii) of MGT Rules 16-09-2023
Intimation
to
of
scrutinizer report and
voting results to stock
exchange		 Reg 44(3) of SEBI LODR 16-09-2023
Display of scrutinizer’s
report on the website of
the Company		 Reg 46 of SEBI LODR and
Rule 20(4)(xvi) of MGT Rules		 16-09-2023
Filing
of
Scrutinizer
Report with CDSL		 16-09-2023
Filing of Report on
AGM in form MGT-15
with
Registrar
of
Companies within 30
days of AGM		 Section 121(1) of Companies
Act, 2013 read with Rule 31 of
MGT Rules		 13-10-2023
Filing of Minutes of
AGM with BSE		 Reg 30 of SEBI LODR 13-10-2023
Filing copies of all the
resolutions passed in
Form
MGT-14
with
Registrar of Companies
(owing to AGM held by
VC)		 Section 117 of Companies Act,
2013 read with Rule 24 of MGT
Rules and MCA circular dated
April 13, 2020		 13-10-2023
Filing
of
financial
statements
with
Registrar of Companies
in Form AOC-4 in xbrl		 Section 137(1) of Companies
Act, 2013 and Rule 12 of
Companies (Accounts) Rules,
2014		 13-10-2023

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Filing of Annual Return
in Form MGT-7 along
with MGT-8		 Section 92(4) of Companies
Act, 2013 and Rule 11 of MGT
Rules		 11-11-2023

We request you to take on record of the same.

Thanking you,

For MAC Charles (India) Limited

CHANDANA Digitally signed by CHANDANA SARWESWAR SARWESWARARAO NAIDU Date: 2023.08.18 20:12:11 ARAO NAIDU +05'30'

Chandana Naidu Company Secretary and Compliance Officer

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

Registered office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel: 080-49030000| Fax: 080 – 49030000| email: [email protected]| web: www.maccharlesindia.com

NOTICE OF FORTY-THIRD (43[rd] ) ANNUAL GENERAL MEETING

NOTICE is hereby given that the Forty - Third (43[rd] ) Annual General Meeting of the members of M/s. Mac Charles (India) Limited will be held on Thursday September 14, 2023 at 12:00 Noon through Video Conferencing (“VC”) or Other Audio Visual Means(“OAVM”) organised by the Company to transact following businesses:

S. PARTICULAR(S) No.

A. ORDINARY BUSINESSES:

  1. To consider and adopt (a) the audited financial statements of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon

  2. To appoint Mr. Aditya Virwani (DIN 06480521 ) who retires by rotation and being eligible, offers himself for re-appointment as a Director.

A. ORDINARY BUSINESS:

  1. To consider and adopt (a) the audited financial statements of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon.

To consider and if thought fit, to pass the following resolution as an Ordinary resolution:

of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

  • b. “ RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

  • To appoint Mr. Aditya Virwani (DIN 06480521), who retires by rotation and being eligible, offers himself for re-appointment as a Director:

To consider and if thought fit, to pass the following resolution as an Ordinary resolution:

“ RESOLVED THAT pursuant to the provisions of Section 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, Mr. Aditya Virwani (DIN 06480521), who retires by rotation at this AGM and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, who shall be liable to retire by rotation.”

By Order of the Board of Directors For MAC CHARLES (INDIA) LIMITED Sd/-

Chandana Naidu Company Secretary Membership No.A25570

Place: Bengaluru Date: 11.08.2023

Registered office & Website site and Email ID 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore - 560001

www.maccharlesindia.com [email protected]

  • a. “ RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2023 and the reports of the Board

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MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

email through its registered email address to [email protected] with a copy marked to www.evotingindia.com

NOTES:

  1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) issued General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020 and 5th May 2020, respectively, General Circular No. 02/2021 dated 13th January 2021 and General Circular No. 10/2022 dated 28.12.2022 allowed the companies whose AGMs are due in the year 2023 to conduct their AGMs on or before 30.09.2023 through video conferencing (VC) or other audio-visual means (OAVM) in accordance with the requirements laid down in Para 3 and Para 4 of General Circular No. 20/2020 dated 05.05.2020 (“MCA Circulars”). The Securities and Exchange Board of India (‘SEBI’) also issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 the validity of which has been extended till September 30, 2023 by SEBI, vide its Circular No. SEBI/HO/CFD/PoD-2/P//CIR/2023-24 dated January 05, 2023 (“SEBI Circulars”). In compliance with these Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),, the 43[rd] AGM of the Company is being held through VC / OAVM facility, which does not require physical presence of members at a common venue. The deemed venue for the 43[rd] AGM shall be the Registered Office of the Company .Central Depository Services (India) Limited (‘CDSL’) has provided the facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC / OAVM is explained at Note No. (7) to (18) below and is also available on the website of the Company www.maccharlesindia.com

  2. In accordance with, the General Circular No. 20/2020 dated May 5, 2020 issued by MCA and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by SEBI, the financial statements including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith and the Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depositories/Depository Participant(s).

  3. Process for registration of email id for obtaining Annual Report and user id/password for e-voting : Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to submit ISR-1 to the Registrar and Transfer Agents of the Company BgSE Financials Limited at [email protected], self-attested copy of the PAN card and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants. In case of any queries/difficulties in registering the e-mail address, Members may write to [email protected]

  4. The Notice of AGM along with Annual Report for the financial year 2022-23 is available on the website of the Company at www.maccharlesindia.com and on the website of Stock Exchanges i.e. www.bseindia.com.

PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

  1. The Members will be able to attend the AGM through VC/OAVM or view the webcast of AGM provided by CDSL at https://www.evotingindia.com by using their remote e-voting login credentials and selecting the EVSN for Company’s AGM. The link for VC / OAVM will be available in Members login where the EVSN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice. Further Members can also use the OTP based login for logging into the e-voting system of CDSL.

  2. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM pursuant to the MCA Circular No 14/2020 dated April 8, 2020 and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

  3. Institutional / Corporate Shareholders (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 etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting, as provided in Section 113 of the Companies Act, 2013. The said Resolution/Authorization shall be sent by

  4. The facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. The Members can join the AGM in the VC/OAVM

3

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  1. If a member has any queries or issues regarding attending AGM & e-Voting from the eVoting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Bhavesh (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

    • All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 02223058542/43.

    • Members who need assistance before or during the AGM can contact CDSL on the aforesaid contact numbers and email Ids.

  2. Please note that participants connecting from Mobile devices or Tablets or through Laptop 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 kind of aforesaid glitches. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.maccharlesindia.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM i.e. www.evotingindia.com)

  3. 10A. The Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

PROCEDURE TO RAISE QUESTIONS DURING ANNUAL GENERAL MEETING:

  1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, email Id, PAN, mobile number at [email protected] from 10-00 AM (IST) from September 01, 2023 upto 5-00 PM (IST) on September 07, 2023. 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. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

PROCEDURE FOR REMOTE E-VOTING AND E- VOTING DURING THE AGM:

  1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Members are provided with the facility to cast their vote electronically, through the e- voting services provided by CDSL, on all the resolutions set forth in this Notice.

  2. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period commences on 10-00 AM (IST) on September 11 2023 and closes at 05-00 PM (IST) on September 13, 2023 During this period, Members holding shares either in physical form or in dematerialized form, as on September 07,2023 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  3. The Board of Directors has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary (Membership No. 4831 and CP No. 12704) as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

  4. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may

4

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

(ii)

(iii)

16.

18.

  • (i)

(iv)

also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

The details of the process and manner for remote e-voting are explained herein below:

In terms of the provisions of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way

of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number

and email Id in their demat accounts to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e- Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

elow:
Type
of
shareholders		 Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
 (i) Users who have opted for CDSL Easi
/ Easiest facility, can login through
their existing user id and password.
Option will be made available to
reach e-Voting page without any
further authentication. The URL for
users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/ho
me/login or visit www.cdslindia.com
and click on Login icon and select
New System Myeasi.
(ii)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 Evoting
option, the user will be able to see e-
Voting page of the e-Voting service
provider for casting your vote during
the remote e-Voting period or joining
virtual meeting & voting during the
meeting. Additionally, there is also
links provided to access the system of
all e-Voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIM
E, so that the user can visit the e-
Voting service providers’ website
directly.
(iii)If the user is not registered for
Easi/Easiest, option to register is
available
at
https://web.cdslindia.com/myeasi/Re
gistration/EasiRegistration
(iv)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

5

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

authentication, user will be able to
see the e-Voting option where the
Evoting is in progress and able to
directly access the system of all e-
Voting Service Providers.
(i) If you are already registered for
NSDL IDeAS facility, please visit
the e-Services website of NSDL.
Open web browser by typing the
following
URL:
https://eservices.nsdl.comeither
on a Personal Computer or on a
mobile. Once the home page of e-
Services is launched, click on the
“Beneficial Owner” icon under
“Login” which is available under
‘IDeAS’ section. A new screen
will open. You will have to enter
your User ID and Password. After
successful authentication, you
will be able to see e-Voting
services. Click on “Access to e-
Voting” under e-Voting services
and you will be able to see e-
Voting page. Click on company
name
or
e-Voting
service
provider name and you will be re-
directed to e-Voting service
provider website for casting your
vote during the remote e-Voting
period or joining virtual meeting
& voting during the meeting.
(ii) If the user is not registered for
IDeAS e-Services, option to register
is
available
at
https://eservices.nsdl.com. Select
“Register Online for IDeAS “Portal
or
click
at
https://eservices.nsdl.com/SecureW
eb/IdeasDirectReg.jsp
(iii) Visit the e-Voting website of
NSDL. Open web browser by
typing
the
following
URL:
https://www.evoting.nsdl.com/
either on a Personal Computer or on
a mobile. Once the home page of e-
Voting system is launched, click on
the icon “Login” which is available
under
‘Shareholder/Member’
section. A new screen will open.
You will have to enter your User ID
(		 (i.e.
your
sixteen-digit
demat
account number hold with NSDL),
Password/OTP and a Verification
Code as shown on the screen. After
successful authentication, you will
be redirected to NSDL Depository
site wherein you can see e-Voting
page. Click on company name or e-
Voting service provider name and
you will be redirected to e-Voting
service provider website for casting
your vote during the remote e-
Voting period or joining virtual
meeting & voting during the
meeting.		 (i.e.
your
sixteen-digit
demat
account number hold with NSDL),
Password/OTP and a Verification
Code as shown on the screen. After
successful authentication, you will
be redirected to NSDL Depository
site wherein you can see e-Voting
page. Click on company name or e-
Voting service provider name and
you will be redirected to e-Voting
service provider website for casting
your vote during the remote e-
Voting period or joining virtual
meeting & voting during the
meeting.
Individual
Shareholders
holding
securities in
demat mode with
NSDL
Individual
Shareholders
(holding
securities
in
demat
mode)
login
through
their Depository
Participants		 You can also login using the login
credentials of your demat account
through your Depository Participant
registered with NSDL/CDSL for e-
Voting facility. After Successful login,
you will be able to see e-Voting option.
Once you click on e-Voting option, you
will be redirected to NSDL/CDSL
Depository
site
after
successful
authentication, wherein you can see e-
Voting feature. Click on company name
or e-Voting service provider name and
you will be redirected to e-Voting
service provider website for casting
your vote during the remote e-Voting
period or joining virtual meeting &
voting during the meeting.
v) Important note:Members who are unable to retrieve User
ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in		 Important note: Members who are unable to retrieve User

ID/ Password are		 advised to use Forget User ID and Forget

demat mode for any technical issues related to login

through Depository i.e. CDSL and NSDL

Login type
Helpdesk details
Individual
Shareholders holding
securities in Demat
mode withCDSL		 Members facing any technical
issue in login can contact CDSL
helpdesk by sending a request at
[email protected]
or contact at 022- 23058738 and
22-23058542-43.
(v) Important note:Members who are unable to retrieve User (v) Important note:Members who are unable to retrieve User
ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Members facing any technical
Shareholders holding issue in login can contact CDSL
securities in Demat helpdesk by sending a request at
mode withCDSL [email protected]
or contact at 022- 23058738 and
22-23058542-43.

6

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

Individual
Shareholders holding
securities in Demat
mode withNSDL		 Members facing any technical
issue in login can contact
NSDL helpdesk by sending a
request at [email protected]
or call at toll free no.: 1800
1020 990 and 1800 22 44 30

  • (vii)After entering these details appropriately, click on “SUBMIT” tab.

  • (viii)Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote if company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vi) Login method for e-Voting for shareholders other than

individual shareholders holding in Demat form & physical shareholders.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • (ix)For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • (x)Click on the EVSN for the relevant on which you choose to vote.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • (xi)On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Shareholders holding shares in
Demat Form other than individual
and Physical Form
PAN Enter your 10-digit alpha-numeric *PAN
issued
by
Income
Tax
Department
(Applicable for both demat shareholders as
well as physical shareholders)
• Shareholders who have not updated
their
PAN
with
the
Company/Depository Participant are
requested to use the sequence number
sent by Company/RTA or contact
Company/RTA.
Dividend
Bank Details
ORDate of
Birth (DOB)		 Enter the Dividend Bank Details or Date of
Birth (in dd/mm/yyyy format) as recorded
in your demat account or in the company
records to login.
• If both the details are not recorded with
the depository or company, please enter
the member id / folio number in the
Dividend
Bank
details
field
as
mentioned in instruction (v).

  • (xii)Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xiii)After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiv)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xv)You can also take a print of the votes cast by clicking on

  • “Click here to print” option on the Voting page.

  • (xvi)If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot entering the details as prompted by the system.

  • (xvii) Facility for Non – Individual Shareholders and Custodians –Remote Voting

7

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

  • Non-Individual shareholders (i.e. other than Individuals, PROCESS FOR THOSE SHAREHOLDERS WHOSE HUF, NRI etc.) and Custodians are required to log on to EMAIL ADDRESSES ARE NOT REGISTERED WITH www.evotingindia.com and register themselves in the THE DEPOSITORIES FOR OBTAINING LOGIN “Corporates” module. CREDENTIALS FOR E-VOTING FOR THE

  • • RESOLUTIONS PROPOSED IN THIS NOTICE:

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

  • Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] or [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

  • Shareholder will be provided with a facility to attend the EGM/AGM through VC/OAVM through the CDSL e- Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

  • Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  • Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop 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

  • Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  • Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop 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 kind of aforesaid glitches.

  • i. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help Section or write an email to [email protected].

  • Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id) [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance seven days prior to meeting mentioning their name, demat

  • ii. The voting period begins on September 11,2023 and ends on September 13,2023. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 07[th] September,2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • iii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

8

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

  1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E- VOTING DURING THE AGM/EGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e- voting.

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

  3. If any Votes are cast by the shareholders through the e- voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

  4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

(ii) Note for Non – Individual Shareholders and Custodians

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Bhavesh (02223058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 02223058542/43.

19. Other information:

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.evotingindia.com to reset the password.

  1. In case of any queries relating to e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evotingindia.com or call on toll free no.: __1800-200-5533 or send a request to [email protected]

  2. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the 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 favour or against, if any, to the Executive Director or a person authorised by him in writing, who shall countersign the same.

9

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

  1. The results of the electronic voting shall be declared to with BgSE Financials Limited. In respect of shares held in the Stock Exchanges after the conclusion of AGM. The dematerialize form, the nomination may be filed with the results along with the Scrutinizer’s Report, shall also be respective Depository Participants. Members who are holding placed on the website of the Company at shares in a single name are adviced to avail the nomination www.maccharlesindia.com and on the website of CDSL facility on a priority basis to save the prospective legal heirs https://www.evotingindia.com immediately. The Company from hasles of going through the legal process. shall simultaneously forward the results to the BSE Limited, 28. SEBI has mandated that securities of listed companies where the shares of the Company are listed. can be transferred only in dematerialised form from April

  2. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from April 01, 2019, except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialisation, Members are advised to dematerialise shares held by them in physical form and for ease in portfolio management.

  3. The venue of the meeting shall be deemed to be the Registered Office of the Company at 1[st] Floor, 150 Infantry Road, Embassy Point, Bangalore – 560001.

  4. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, upon the request being sent on [email protected] from 10 A.M. from August,22 2023 upto 5:00 P.M. on September 13,2023.

  5. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / BgSE Financials Limited.

  6. 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 September 07,2023 through email on [email protected]. The same will be replied by the Company suitably

  7. Members who wish to claim dividends, which had remained 30. unpaid are requested to contact the Registrar and Share Transfer Agents, BgSE Financials Limited. Members are requested to note that the amount of dividend which remains unclaimed for a period of 7 years from the date part of the Notice of the 43 of such transfer to the unpaid dividend account of the Company, will be transferred along with the underlying appointment. shares to the Investor Education and Protection Fund (IEPF) as per Sections 124 and 125 of the Companies Act. Members are requested to claim their unclaimed Sd/-

dividends immediately to avoid transfer of the said Chandana Naidu

dividends and underlying shares to the IEPF. Members Company Secretary

may note that the dividend and shares transferred to Membership No.A25570

IEPF could be claimed by the concerned shareholders from IEPF Authority after complying with the procedure Place: Bengaluru prescribed under the Investors Education and Protection Fund Date: 11.08.2023 Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

  1. Details, as required in sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) of ICSI, in respect of the Director seeking re-appointment at the 43[rd] AGM, forms integral part of the Notice of the 43[rd] AGM. Requisite declarations have been received from the Director for seeking reappointment.

By Order of the Board of Directors For MAC CHARLES (INDIA) LIMITED Sd/-

Registered office & Website site and Email ID 1st Floor, Embassy Point, 150 Infantry Road, Bangalore-560 001

  1. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH.13

www.maccharlesindia.com

[email protected]

10

MAC CHARLES(INDIA) LIMITED ANNUAL REPORT 2022-23

Annexure

Details of Directors seeking appointment and re-appointment as Directors at this Annual General Meeting pursuant to the provisions of Regulation 36(3) (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard-2 on General Meetings.

nnexure
etails of Directors seeking appointment and re-appointment as Directors at this Annual General Meeting pursuant to
e provisions of Regulation 36(3) (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial
tandard-2 on General Meetings.		 nnexure
etails of Directors seeking appointment and re-appointment as Directors at this Annual General Meeting pursuant to
e provisions of Regulation 36(3) (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial
tandard-2 on General Meetings.
Particulars of the Director seeking re-appointment
Name Mr. Aditya Virwani
DIN 06480521
Date of Birth and Age 12-05-1994
Date of appointment 01-12-2016
Brief Resume Bachelor’s of science degree in business administration
from the University of San Francisco
Expertise in specific functional areas Real Estate development,construction,Infrastructure
Directorship held in public and
private companies
(excluding foreign companies)		 Mac Charles(India)Limited
EPDPL ColivingPrivate Limited
EmbassyOne Developers Private Limited
EmbassyServices Private Limited
EmbassyPropertyDevelopments Private Limited
Garuda Maverick Infrastructure Projects Private Limited
EmbassyMaverick Malls Private Limited
EmbassyOffice Parks Management Services Private Limited
Winterfell RealtyPrivate Limited
EmbassyShelters Private Limited
Nam Estates Private Limited
JV HoldingPrivate Limited
Embassy-Columbia Pacific ASL Private Limited
Terranova Investment Management Services Private Limited
EPDPL ColivingOperations Pvt Ltd
Memberships/Chairmanships
of
companies (only Audit and Stakeholder
RelationshipCommittee)		 Member of Stakeholder Relationship Committee, CSR Committee and Debenture
of Embassy Office Parks Management Services Private Limited (Manager of
EmbassyOffice Parks REIT)
Shareholdingin the Company -
Disclosure of Relationship between
DirectorsInter-se		 He is not related to any director of the Company

In terms of Section 152(6) of the Act, Mr. Aditya Virwani shall retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.

Except Mr. Aditya Virwani, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying Notice of 43[rd] AGM.

By Order of the Board of Directors For MAC CHARLES (INDIA) LIMITED Sd/-

Chandana Naidu Company Secretary Membership No.A25570

Place: Bengaluru Date: August 11, 2023

11

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