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Mercury Trade Links Ltd. Proxy Solicitation & Information Statement 2023

Oct 16, 2023

61008_rns_2023-10-16_530a511a-5a90-4fda-ad73-25dde32200ff.pdf

Proxy Solicitation & Information Statement

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MERCURY TRADE LINKS LIMITED

CIN :L01100GJ1985PLC144317

Regd. Office: 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN

Website: www.mercurytradelinks.co.in Email Id: [email protected] Contact No: +91 8141200797

Date: 16[th] October, 2023

To, Corporate Listing Department The BSE Limited, P J Towers, Dalal Street, Fort, Mumbai-400 001

Subject : Notice of Extra Ordinary General Meeting of the Company Scrip Code : 512415

Dear Sir/Madam,

We hereby inform you that Extra Ordinary General Meeting of the Company will be held on Tuesday,7th November,2023 at 12:00 PM at the registered office of the Company situated at 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN)

Please find enclosed herewith copy of Notice of Extra Ordinary General Meeting of Mercury Trade Links Limited.

Notice is also available on the Company website i.e., www.mercurytradelinks.co.in.

You are requested to take the above on your records.

Thanking you,

Yours faithfully,

For, Mercury Trade Links Limited

AJAYKUMAR Digitally signed by AJAYKUMAR JAGDISHBHAI JAGDISHBHAI PARMAR PARMAR Date: 2023.10.16 12:53:57 +05'30'

Ajaykumar Jagdishbhai Parmar Managing Director DIN:09849131

MERCURY TRADE LINKS LIMITED

CIN :L01100GJ1985PLC144317

Regd. Office: 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN

Website: www.mercurytradelinks.co.in

Email Id: [email protected] Contact No: +91 8141200797

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the Extra Ordinary General Meeting of the Members of Mercury Trade Links Limited will be held on Tuesday, 7th November,2023 at 12:00 PM at the Registered Office of the Company situated at 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN to transact the following business:

Special Business:

1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:

To consider and if deemed fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61 & 64 or all other applicable provisions, if any read with applicable Rules made there under (including amendments or reenactment thereof), consent of shareholders of the Company be and is hereby accorded to alter and increase the Authorized Share Capital of the Company from existing INR 24,75,000/- (Indian Rupees Twenty Four Lakh Seventy Five Thousand only) divided into 2,47,500 (Two Lakh Fourty seven Thousand Five Hundred Only) Equity Shares of INR 10/- (Rupees Ten Only) each to INR 12,25,00,000/- (Indian Rupees Twelve crore twenty Five Lacs Only) divided into 1,22,50,000 (One Crore Twenty two lakh Fifty thousand Only) Equity Shares of INR 10/- (Rupees Ten Only) each.

RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted by following new Clause:

“V. The Authorized Share capital of the Company is INR 12,25,00,000/- (Indian Rupees Twelve crore twenty Five Lacs Only) divided into 1,22,50,000 (One Crore Twenty two lakh Fifty thousand Only) Equity Shares of INR 10/- (Rupees Ten Only) each.

RESOLVED FURTHER THAT any directors of the Company or Company Secretary of the Company be and are hereby jointly or severally authorized to sign, execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of the Company and to settle and finalize all issues that may arise in this regard and to do all such acts, deeds, matters and things as may be deemed necessary, proper, expedient or incidental for giving effect to this resolution and to delegate all or any of the powers conferred herein as they may deem fit.”

By Order of the Board For Mercury Trade Links Limited

SD/-

Ajaykumar Jagdishbhai Parmar Managing Director DIN:09849131

Date: 13[th] October,2023 Place: Ahmedabad, Gujarat

Notes to Extra-Ordinary General Meeting

1. A member entitled to attend and vote at the Extra-Ordinary General Meeting is entitled to appoint a proxy to attend and vote instead of himself /herself and such proxy need not be a member of the Company. The instrument appointing the proxy should, however, is deposited at the registered office of the Company not less than forty-eight (48) hours before the commencement of Meeting. A person can act as a proxy on behalf of not exceeding 50 members and holding in aggregate not more than 10% of the total share capital of the Company. However, a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act a proxy for any other or shareholders. A proxy form is sent herewith.

  1. Route-map of the EGM venue, pursuant to the Secretarial Standard on General Meetings, is also annexed

  2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days written notice is given to the Company.

  3. Corporate member intending to send their authorised representative to attend the meeting are requested to send to the Company in advance, a duly certified copy of the Board resolution /Power of Attorney authorizing their representatives to attend and vote on their behalf at the Extra-Ordinary General Meeting.

  4. Members, Proxies and authorized representative are request to bring their attendance slip, duly filled in, for attending the meeting. Copies of the Attendance Slips will not be distributed at the meeting. In case of joint holders attending the meeting, the members whose names appear as the first holders in the order of names as per the Register of members of the Company will be entitled to vote.

  5. Only registered members of the Company or any proxy appointed by such registered member, as on the cut-off date decide for the purpose, being 31-10-2023, may attend and vote at the Extra-Ordinary General Meeting as provided under the provisions of the Companies Act.

  6. In terms of Section 101 the Companies Act, 2013 read together with the Rules made there under, the listed companies may send the notice of Extra-Ordinary General Meeting by electronic mode. The Company is accordingly forwarding soft copies of the notice of Extra-

Ordinary General Meeting and Attendance Slip to all those members, who have registered e- mail ids with their respective depository participants or with the share transfer agent of the Company. For Members who have not registered their e-mail addresses, physical copies are being sent by permitted mode.

  1. Once the vote on a resolution is cast by the members, the member shall not be allowed to change is subsequently. Further, members who have casted their vote electronically shall not vote by way of poll, if held at the meeting. To provide an opportunity to vote at the meeting to the shareholders, who have not exercised the remote e-voting facility shall be provided polling papers before the commencement of the meeting. Any person who is not a member as on the cut-off date should treat this Notice for information purpose only.

  2. The Securities and Exchange Board of India (SEBI) 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/RTA.

  3. In compliance with the Circular No.3/2022 issued by the Ministry of Corporate Affairs (‘MCA’) dated 5[th] May, 2022 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13[th] May, 2022, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company, Members may note that the Notice will also be available on Company’s website www.mercurytradelinks.co.in and website of the Stock exchanges i.e. www.bseindia.com.

  4. Member who has not registered their e-mail addresses so far are requested to register their e- mail address for receiving all communication including Notices, Circulars, etc. from the Company.

Instructions and other information relating to e-voting are as under:

In compliance with the provision of Section 108 of the Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment, Rules 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is pleased to provide its members facility to exercise their right to vote at Extra OrdinaryGeneral Meeting by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL).

  • (i) The voting period begins on Saturday, November 04, 2023 9:00 AM (IST ) and ends on Monday, November 6, 2023 at 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 cutoff date 31-10-2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

The e-voting module shall be disabled by CDSL for voting thereafter.

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

  • (iii) The Shareholders should log on to the e-voting website www.evotingindia.com.

  • (iv) Click on Shareholders.

  • (v) Now Enter your User ID

  • a. CDSL: 16 digits beneficiary ID,

  • b. Members holding shares in Physical Form should enter Folio Number registered with the Company.

  • (vi) Next enter the image Verification as displayed and Click on Login.

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

  • (vii) If you are a first-time user follow the steps given below:
For Members holding shares in Demat Form 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)

Members who have not updated their PAN with the
Company/Depository Participant are requested to use the
first two letters of their name and the 8 digits of the
sequence number which is mentioned in address label as
sr. no affixed on Annual Report, in the PAN Field.

In case the sequence number is less than 8 digits enter the
applicable number of 0's before the number after the first
two characters of the name in CAPITAL letters. E.g., If
your name is Ramesh Kumar with sequence number 1
then enter RAO0000001 in the PAN Field.
Dividend Bank
Details OR Date of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (In
dd/mm/yyyy format) as recorded in your demat accounts 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 filed as mentioned in instruction.

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

  • (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.

  • (x) For Members holding shares in physical form, the details can be used only for Evoting on the resolutions contained in this Notice.

  • (xi) Click on the EVSN for the relevant Mercury Trade Links Limited on which you choose to vote.

  • (xii) 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.

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

  • (xiv) 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.

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

  • (xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xvii) 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.

(xviii) Note for Non — Individual Shareholders and Custodians

  • Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

  • 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 emailed 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 at e-mail ID [email protected] to verify the same.

Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have cast their vote electronically shall not be allowed to vote again at the Meeting.

  1. 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].

For Members whose e-mail addresses are not registered with the Company Depositories: Members will receive a Ballot Form along with Notice. They have two options:

i.) To opt e - voting follow all steps from sr. no. (i) To (xix) above to cast vote.

OR

To opt for casting your vote in physical form, fill in the Ballot Form and drop it in the ballot box in the meeting.

  1. The voting rights of the Members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date (i.e., the record date), being 31-102023.

  2. The Board of Directors has appointed M/s. Dharti Patel & Associates, Practicing Company Secretaries, as a Scrutinizer to scrutinize the e-voting process (including voting through ballot form at the venue of EGM) in a fair and transparent manner.

  3. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and will make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the meeting.

  4. The Results on resolutions shall be declared at or after the Extra Ordinary General Meeting of the Company and the resolutions will be deemed to be passed on the Extra Ordinary General Meeting date subject to receipt of the requisite number of votes in favour of the Resolutions.

  5. The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company ( www.mercurytradelinks.co.in ) within two (2) days of passing of the resolutions and communication of the same shall be made to BSE Limited, where the shares of the Company are listed.

  6. Redressal of complaints of Investor: The Company has designated an e-mail id: [email protected] to enable Investors to register their Complaints, if any.

19. Important Communication to Members

As per the provisions of the Companies Act, 2013 the service of notice/documents including Annual Report can be sent by e-mail to its members. Members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, Members who hold shares in physical form are requested to fill the E-Communication Mandate Form and hand over the same along with Attendance Slip at the Registration Counter of venue of Extra Ordinary General Meeting for registration of email address for receiving notice/documents

By Order of the Board

For Mercury Trade Links Limited

SD/-

Date: 13th October,2023 Place: Ahmedabad, Gujarat

Ajaykumar Jagdishbhai Parmar Managing Director DIN:09849131

Route map

Registered office

M/s Mercury Trade Links Limited

518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN Email: [email protected] Website: www.mercurytradelinks.co.in

==> picture [453 x 356] intentionally omitted <==

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

SPECIAL BUSINESS:

ITEM No. 1:

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

In view of future expansion plans, the Company proposes to increase its Authorized Share Capital of the Company from existing INR 24,75,000/- (Indian Rupees Twenty Four Lakh Seventy Five Thousand only) divided into 2,47,500 (Two Lakh Fourty seven Thousand Five Hundred Only) Equity Shares of INR 10/- (Rupees Ten Only) each to INR 12,25,00,000/- (Indian Rupees Twelve crore twenty Five Lacs Only) divided into 1,22,50,000 (One Crore Twenty two lakh Fifty thousand Only) Equity Shares of INR 10/- (Rupees Ten Only) each.

Accordingly, the Company requires to pass an ordinary resolution to increase the Authorized Share Capital and alteration of Clause V of the Memorandum of Association of the Company.

The members may also note that pursuant to the provisions of the Companies Act, 2013 and Rules made there under, alteration of Authorized Share Capital of the Company requires approval of Members of the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 1 be passed as an Ordinary Resolution.

By Order of the Board For Mercury Trade Links Limited

SD/-

Ajaykumar Jagdishbhai Parmar Managing Director DIN:09849131

Date: 13th October,2023 Place: Ahmedabad, Gujarat

MERCURY TRADE LINKS LIMITED

CIN - L01100GJ1985PLC144317

Regd. Office: 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN Website: www.mercurytradelinks.co.in Email Id: [email protected] Contact No: +91 8141200797

Attendance Slip for Extra Ordinary General Meeting (to be handed over the Registration Counter)

Registered Folio/DP ID & Client ID:

No. of Shares:

Name and Address of the Shareholder (s):

Joint Holder (s)

I/We hereby record my/our presence at the Extra-Ordinary General Meeting of the Company at its Registered Office at 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN on Tuesday, 7th November,2023 at 12:00 PM

Note:

  1. You are requested to sign and hand this over at the entrance.

  2. If you are attending the meeting in person or by proxy, please bring copy of notice for reference at the meeting.


Signature of the Member/Proxy / Authorised Representative

MERCURY TRADE LINKS LIMITED

CIN - L01100GJ1985PLC144317

Regd. Office: 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN

Website: www.mercurytradelinks.co.in Email Id: [email protected] Contact No: +91 8141200797

BALLOT PAPER ASSENT/ DISSENT FORM FOR VOTING ON EGM RESOLUTIONS

1. Name(s) & Registered Address of the sole / first
named Member
:
2. Name(s) of the Joint-Holder(s) If any :
3. Registered Folio No./ DP ID No & Client ID No.
[Applicable to Members holding shares in
dematerialized form]
:
4. Number of Shares(s) held :

I/ We hereby exercise my/our vote in respect of the following resolutions to be passed for the business stated in the Notice of the Extra Ordinary General Meeting dated 7th November,2023, by conveying my/ our assent or dissent to the resolutions by placing tick (v) mark in the appropriate box below:

Resolution No. Resolutions Optional Optional
Special Business:
1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE
COMPANY
Place:
Date:
_____
Signature of the Member
Or
Authorised Representative
General Instructions
  1. Shareholders have option to vote either through e-voting i.e., electronic means or to convey assent/dissent. If a shareholder has opted for physical Assent/Dissent Form, then he/she should not vote by e-voting and vice versa. However, in case Shareholders cast their vote through physical assent/dissent form and e-voting, then vote cast through e-voting shall be treated as valid.

  2. Voting through physical assent/ dissent form cannot be exercised by a proxy. However, corporate and institutional shareholders shall be entitled to vote through their authorized representatives with proof of their authorization, as stated below.

Instructions for voting physically on Assent / Dissent Form

  1. A member desiring to exercise vote by Assent/ Dissent should complete this (no other form or photocopy thereof is permitted

  2. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/ Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Shareholder and in his absence, by the next named Shareholder.

  3. In respect of shares held by corporate and institutional shareholders (companies, trusts, societies etc.) the completed Assent/ Dissent Form should be accompanied by a certified copy of the relevant Board Resolution/ appropriate authorization, with the specimen signature(s) of the authorized signatory (ies) duly attested.

  4. The consent must be accorded by recording the assent in the column “FOR” or dissent in the column “AGAINST” by placing a tick mark (V) in the appropriate column in the Form. The assent or dissent received in any other form shall not be considered valid.

  5. Members are requested to fill the Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil.

  6. There will be one Assent/ Dissent Form for every folio / Client id irrespective of the number of joint holders.

  7. A member may request for a duplicate Assent/ Dissent Form, if so required and the same duly completed should reach the Scrutinizer not later than the specified under instruction No.1 above.

  8. Members are requested not to send any other paper along with the Assent / Dissent Form. They are also requested not to write anything in the Assent/ Dissent form except giving their assent or dissent and putting their signature. If any such other paper is sent the same will be destroyed by the Scrutinizer.

  9. The Scrutinizers decision on the validity of the Assent/ Dissent Form will be final and binding.

  10. Incomplete, unsigned or incorrectly ticked Assent/ Dissent Forms will be rejected.

MERCURY TRADE LINKS LIMITED

CIN - L01100GJ1985PLC144317

Regd. Office: 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN

Website: www.mercurytradelinks.co.in Email Id: [email protected] Contact No: +91 8141200797

Proxy form Form No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies Management and Administration) Rules, 2014]

Name of the Member (s): ………………………………………………………………………

Registered Address: ……………………………………………………………………………. E Mail ID: …………………………………………………………………………………….

Folio No. /DP ID and Client ID: ………………………………………………………………..

I/We, being the member (s) of ……………… shares of the above-named Company, hereby appoint:

(1) Name: ___ Address: ______ Email Id: ____ Signature: ________


  • (2) Name: ___ Address:

Email Id: ____ Signature: ________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on 7th November,2023 at 12:00 A.M at 518 Swati Crimson and Clover Shilaj Circle SP Ring Road Thaltej Ahmadabad City Ahmedabad GJ 380054 IN and at any adjournment thereof in respect of such resolutions and in such manner as are indicated below:

Special Business

  1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY Signed this__ day of ____, 2023

________ Signature of Proxy Shareholders Signature of Shareholder

Notes:

  1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

  2. Notwithstanding the above, Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.