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Mayur Uniquoters ltd. — Proxy Solicitation & Information Statement 2023
Dec 8, 2023
59206_rns_2023-12-08_42229c31-03eb-4f13-8a1f-647c2ff6561a.pdf
Proxy Solicitation & Information Statement
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Ref: MUL/SEC/2023-24/94 Date: December 08, 2023
To, BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor C/1, G-Block, Dalal Street, Bandra Kurla Complex Mumbai – 400001 Bandra(East), Mumbai – 400051 (Maharashtra) (Maharashtra) (Scrip Code: 522249) (Trading Symbol: MAYURUNIQ)
Subject: Notice of Postal Ballot (including remote e-voting) – Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Dear Sir/Madam,
In terms of Regulation 30 of the Listing Regulations, please find enclosed the Notice of Postal Ballot of the Company dated November 08, 2023 (“Notice”) , together with the Explanatory Statements which is sent to the Members of the Company through e-mail seeking approval for the special businesses stated as under:
| Item No. |
Agenda Item | Type of Resolution |
|---|---|---|
| 1. | To approve the appointment of Mrs. Nivedita Ravindra Sarda (DIN: 00938666)as an Independent Director of the Company. |
Special Resolution |
Members of the Company holding shares as on the cut-off date i.e. Friday, December 01, 2023, shall cast their vote through the remote e-voting system. The remote e-voting period commences on Saturday, December 09, 2023 (9:00 A.M. IST) and ends on Sunday January 07, 2024 (5:00 P.M. IST).
The Notice and instruction for e-voting will also be available on the website of the Company at www.mayuruniquoters.com/postal-ballot.php and on the website of CDSL at www.evotingindia.com
Hard copy of Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for Postal Ballot as permitted by the Ministry of Corporate Affairs vide its various circulars.
The results of voting by means of Postal Ballot through remote e-voting shall be declared on or before Tuesday, January 09, 2024 and the same will be communicated to the Stock Exchanges and will be uploaded on the website of the Company at www.mayuruniquoters.com
This is for your information and records.
Thanking you,
Yours faithfully,
For Mayur Uniquoters Limited
PAWAN Digitally signed by PAWAN KUMAR KUMAR KUMAWAT KUMAWAT Date: 2023.12.08 09:41:27 +05'30'
Pawan Kumar Kumawat
Company Secretary and Compliance Officer
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NOTICE OF POSTAL BALLOT
Dear Member(s),
NOTICE is hereby given that pursuant to provisions of Sections 108 & 110 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 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, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively, the “MCA Circulars”) and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and other applicable Rules/ Regulations/ Guidelines/ Circulars/ Notifications [including any statutory modification(s), amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mayur Uniquoters Limited (“The Company”) is seeking consent of the members of the Company on special business set out herein, proposed to be passed through Postal Ballot, only by way of remote electronic voting (“e-voting”).
In terms of the MCA Circulars, companies are advised to take all decisions requiring the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/e-voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting. Further, in compliance of MCA Circulars, the Company will send Postal Ballot Notice only by e-mail to all its members who have registered their e-mail addresses with the Registrar and Transfer Agent (“RTA”) of the Company or Depository/Depository Participants. Hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot. This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars.
You are requested to peruse the following proposed Resolutions along with Explanatory Statement provided by the Company and thereafter record your assent or dissent by means of e-voting system by 5:00 p.m. (IST) on Sunday, January 07, 2024. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date for e-voting i.e. Sunday, January 07, 2024. Further, resolutions passed by the members through E-voting are deemed to have been passed effectively at a general meeting.
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SPECIAL BUSINESSES:
ITEM NO. 1: TO APPROVE THE APPOINTMENT OF MRS. NIVEDITA RAVINDRA SARDA (DIN: 00938666) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass, the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rules made there under and Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions, if any, of the Listing Regulations and any other applicable Laws, Rules and Acts [including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force] and on the recommendation of Nomination and Remuneration Committee (“NRC”) and the Board of Directors of the Company (“the Board”), Mrs. Nivedita Ravindra Sarda (DIN: 00938666), who was appointed as an Additional Director (Independent) by the Board w.e.f. November 08, 2023 in terms of provisions of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of director and who meets the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, be and is hereby appointed as an Independent Director of the Company to hold office for a term of Five (5) years i.e. upto November 07, 2028 and who shall not be liable to retire by rotation.”
“RESOLVED FURTHER THAT to give effect to this resolution, the Board be and is hereby authorised to do all deeds, matters, things, acts, and to execute any agreements, documents and writings, as may be deemed necessary and/or to settle all questions, difficulties or doubts that may arise in this regard, as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee/Director(s)/Officer(s) of the Company.”
Place: Jaipur Date: November 08, 2023
By Order of the Board of Directors For Mayur Uniquoters Limited
Registered office:
Jaipur-Sikar, Village – Jaitpura, Tehsil: Chomu, Dist.- Jaipur, Rajasthan- 303704 Website: www.mayuruniquoters.com Tel: 01423-224001 Email: [email protected]
Sd/Pawan Kumawat Company Secretary and Compliance Officer
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NOTES:
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An Explanatory Statement pursuant to Section 102 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out all material facts and reasons relating to the resolutions in respect of the business set out above is annexed herewith.
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Members may note that as required under the provisions of Section 108 & 110 and other applicable provisions, if any, of the Act and the rules made thereunder as applicable in this regard and Regulation 44 of Listing Regulations, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide e-voting facility to members of the Company.
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The Board of Directors has appointed CS Mr. Manoj Maheshwari (FCS: 3355), Practicing Company Secretary, as Scrutinizer and failing him CS Ms. Priyanka Agarwal (FCS: 11138), Practicing Company Secretary as the Alternate Scrutinizer for conducting the postal ballot e-voting process in a fair and transparent manner.
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The Postal Ballot Notice is being sent by e-mail to all the members of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”)/Central Depository Services (India) Limited (“CDSL”) as on Friday, December 01, 2023 (“Cut-off Date”). It is however, clarified that all the persons who are members of the Company as on the Cut-off Date and who may not have received notice due to non-registration of e-mail id shall also be entitled to vote in relation to the resolution specified in this notice.
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Dispatch of the Notice shall be deemed to be completed on the day on which the Company or CDSL sends out the Postal Ballot Notice by e-mail to the members of the Company.
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Postal Ballot Notice is also available on the website of the Company i.e. www.mayuruniquoters.com and can also be downloaded by accessing website of the CDSL at www.evotingindia.com and at the relevant sections of the websites of the BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd.at www.nseindia.com
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As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Hindi daily newspaper circulating in Jaipur (in vernacular language i.e. Hindi).
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The remote e-voting period commences from Saturday, December 09, 2023 [9:00 a.m. (IST)] and ends on Sunday, January 07, 2024 [5:00 p.m. (IST)]. During this period, members holding shares as on Friday, December 01, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after Sunday, January 07, 2024 [5:00 p.m. (IST)]. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast vote again.
The voting rights of the members shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on the cut-off date i.e. Friday, December 01, 2023.
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All relevant documents referred to in this Notice requiring the approval of the members shall be available for inspection by the members. Members who wish to inspect the documents are requested to send an e-mail to [email protected] mentioning their Name, Client ID and DP ID.
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Members whose e-mail ids are not registered with the depositories are requested to register their e-mail address with the Depository Participant with whom they are maintaining their demat account by following the procedure prescribed by the Depository Participant. These members may also cast their vote by following the e-voting process given in this notice.
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Brief profile and other additional information of the proposed appointee pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India is furnished as annexure –1 to the Notice.
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To exercise vote by using e-voting facility, please carefully follow the instructions given under the heading “E-Voting Instructions” of Postal Ballot Notice.
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The Scrutinizer will submit his report to the Chairman and Managing Director & CEO or to the Company Secretary as authorized by the Chairman of the Company after completion of the scrutiny of votes cast through e-voting. The result of the voting by postal ballot will be announced on or before Tuesday, January 09, 2024 by the Chairman and Managing Director & CEO or by the Company Secretary of the Company. The result of the postal ballot will be posted on the Company’s website www.mayuruniquoters.com and CDSL website www.evotingindia.com immediately after the declaration of result and the same will also be communicated to BSE Limited and the National Stock Exchange of India Ltd. within stipulated time period as prescribed in this regard. The Scrutinizer’s decision on the validity of e-voting will be final.
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THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:
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(i) The voting period begins on Saturday, December 09, 2023 [9:00 a.m. (IST)] and ends on Sunday, January 07, 2024 [5:00 p.m. (IST)]. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e Friday, December 01, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after Sunday, January 07, 2024 [5:00 p.m. (IST)].
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(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
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(iii) Pursuant to 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.
- (iv) 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 in order 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:
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| 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/home/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 evoting 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/LINKINTIME, 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/Registration/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 onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders holding securities in demat mode withNSDL |
1) 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.com either 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. |
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| 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a 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 duringthe meeting |
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|---|---|
| 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 joiningvirtual meeting& votingduringthe meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual 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 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. |
| 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 |
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(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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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.
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6) If you are a first-time user follow the steps given below:
| For Shareholders holding shares in Demat Form other than individua and Physical Form |
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|---|---|
| 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 byCompany/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 in order 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(3). |
(vi) After entering these details appropriately, click on “SUBMIT” tab.
- (vii) 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, provided that 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.
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(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(ix) Click on the EVSN for the relevant on which you choose to vote.
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(x) 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.
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(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xii) 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.
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(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting
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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.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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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.
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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.
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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.
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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], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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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 ([email protected]) /RTA email id ([email protected]).
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For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] 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 022-23058542/43.
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Explanatory Statement pursuant to provisions of Section 102(1) of the Companies Act, 2013
Item No. 1:
Mrs. Nivedita Ravindra Sarda (DIN: 00938666) was appointed as an Additional Director (Independent) on the recommendation of Nomination and Remuneration Committee (“NRC”), by the Board of Directors (“Board”) on November 08, 2023 pursuant to the provisions of Section 161 of the Companies Act, 2013 (“Act”) w.e.f. November 08, 2023 to hold office for a first term of five years commencing from November 08, 2023 to November 07, 2028.
After considering present Board size and future growth plans, the Company has been looking forward to expand its Board size by addition of senior qualified professionals having specialized knowledge & experience with diverse background covering the financial, Fund Structuring and Administration, joint ventures, merger and acquisitions Banking Laws, Company Law Matters, Foreign Exchange Regulation and other relevant domains.
Considering vast experience, specialized knowledge and skills of Mrs. Nivedita Ravindra Sarda in the areas of the Legal, Finance, Risk Management, Economics, Business and Strategy, Corporate Governance, Investment, Fund Raising, Financing, the NRC carried out her fit and proper assessment and the Board on the recommendation of NRC considered her suitable for appointment as Independent Director and recommended her appointment to the members for a period of of five years commencing from November 08, 2023 to November 07, 2028.
Mrs. Nivedita Ravindra Sarda (DIN: 00938666) is a qualified Chartered Accountant (Gold Medalist), LL.M. in corporate laws, presently practising as an Advocate in Rajasthan High Court and has 24 years of experience. She is also a Certified Treasury Manager and has industry financing experience with IDBI (Industrial Development Bank of India) of 6 years. She has experience in legal & financial structuring and restructuring, project financing, turnarounds, joint ventures, merger and acquisitions Banking Laws, Company Law Matters, Foreign Exchange Regulation, Private equity and Company’s listings and she has over 10 years of Board experience.
The Company has received declaration from Mrs. Nivedita Ravindra Sarda that she meets the criteria for being appointed as Independent Director as provided under Section 149(6) of the Act and Regulation 16 (1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of her appointment a notice of candidature under Section 160 of the Act has also been received.
She is not disqualified/debarred from being appointed as Independent Director in terms of Section 164 of the Act, or by any order of Securities and Exchange Board of India (“SEBI”) or any other such authority and has given her consent to act as Director of the Company. In the opinion of the Board, she fulfils the conditions and criteria of independence for her appointment as prescribed under the relevant provisions of the Act and Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and she is independent of the management.
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None of the Directors or any of the Key Managerial Personnel of the Company and their relatives other than Mrs. Nivedita Ravindra Sarda herself and/or her relatives, are directly or indirectly, concerned or interested in the resolution set out at Item No. 1.
Her brief profile and other additional information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India is furnished as annexure-1 to the Notice.
The Board of Directors recommends the passing of the Special Resolution as set out in Item No. 1 of the Notice.
Place: Jaipur Date: November 08, 2023
By Order of the Board of Directors For Mayur Uniquoters Limited
Registered office:
Jaipur-Sikar, Village – Jaitpura, Tehsil: Chomu, Dist.- Jaipur, Rajasthan- 303704 Website: www.mayuruniquoters.com Tel: 01423-224001 Email: [email protected]
Sd/Pawan Kumawat Company Secretary and Compliance Officer
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ANNEXURE-1
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BRIEF PROFILE AND OTHER INFORMATION OF DIRECTOR BEING APPOINTED, AS SET OUT IN THIS NOTICE, IN TERMS OF THE REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2) ISSUED BY THE INSTITUTE OF THE COMPANY SECRETARIES OF INDIA
| Particulars | Mrs. Nivedita Ravindra Sarda(DIN: 00938666) |
|---|---|
| Age | 46 Years |
| Date of first appointment on Board |
November 08, 2023 |
| Qualification | Chartered Accountant LL.M. (Corporate Law) Bachelor of Commerce Post Graduate Diploma in. Business Analytics (PGDBA) Certified Treasury Manager (CTM) |
| Brief Resume including experience |
Mrs. Nivedita Ravindra Sarda (DIN: 00938666) is a qualified Chartered Accountant (AIR 28 in CA Final & Intermediate and AIR 12 in CA Foundation in 1998, LL.B. in 2007 and LL.M. in 2022. She is the founder Partner of Vedanta Law Chambers, practicing as an Advocate in Rajasthan High Court and has 24 years of rich experience. She is a certified treasury manager and has industry financing experience with IDBI (Industrial Development Bank of India) of 6 years. She has experience in project financing, turnarounds, financial & Capital restructuring, financial services, Fund Structuring and Fund Administration, joint ventures, merger and acquisitions Banking Laws, Company Law Matters,Foreign Exchange Regulation. |
| Nature of expertise in specific functional areas |
The Banking & Finance Legal Structuring Risk Management Business and Strategy Corporate Governance Investment/Fund Raising |
| Other Directorship | Electrotherm (India) Limited- Independent Director White Window Constructions Private Limited- Non-Executive Director White Window Consultancy Services Private Limited- Non-Executive Director |
| Name of listed entities from which the person has resigned in the past three years |
None |
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| Chairmanship/Membership of Committee(s) in other companies in which position of Director is held# |
Chairperson of Stakeholders Committee of Electrothem India Limited Member of Audit Committee, Nomination & Remuneration Committee and CSR Committee of Electrothem India Limited |
|---|---|
| Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company |
None |
| No. of equity shares held in the Company |
Nil |
| No. of Board meetings attended during the year till date |
NA |
| Terms and conditions of appointment or re-appointment |
For a term of five years commencing from November 08, 2023, subject to approval of shareholders and not liable to retire byrotation. |
| In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
Please refer explanatory statement for Item No. 1. |
| Remuneration last drawn | NA |
| Remuneration sought to be paid |
She is entitled for the sitting fee for attending the Board, Committee Meetings and General Meeting of the Company. |
Membership/Chairmanship of Audit Committee & Stakeholders Relationship Committee of listed and unlisted public companies have been considered.
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