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MFS Intercorp Limited — AGM Information 2025
Aug 29, 2025
63747_rns_2025-08-29_bcdcbf7e-6ae7-46bd-9146-d300cd586951.pdf
AGM Information
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Date: 29/08/2025
To The Manager- CRD Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001.
Scrip code - 513721
Dear Sir,
Sub.: Submission of Notice of Annual General Meeting (AGM) for the Financial Year 2024-2025
Dear Sir/Madam,
With reference to the above captioned subject and in terms of applicable regulations of SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015 we hereby submit a copy of the Notice of Annual General Meeting of the Company.
Thanking You.
Yours Faithfully,
For MFS Intercorp Limited Digitally signed by Kiran B Kiran B Vishwakarma Vishwakarma Date: 2025.08.29 17:14:38 +05'30' Kiran Bharatsingh Vishwakarma Director DIN: 10526319
CIN: L27209DL1986PLC254555
E-mail: [email protected], www.muskanferro.com
Registered Office: Office No.5 1st Floor BLK B, PKT 3, Se 34, Rohini Landmark NA New Delhi 110042 Corporate Office: Office No. 109, First Floor, Arista, Bodakdev, Ahmedabad, Gujarat, 380054
NOTICE
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF MFS INTERCORP LIMITED (“COMPANY”), WILL BE HELD ON FRIDAY, 26[TH] SEPTEMBER, 2025 AT 01.30 P.M. VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2025, the Reports of the Board of Directors on the working and activities of the Company and the Auditor’s Report thereon.
Special Business:
2. Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association
To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT in supersession of the resolution passed dated 28[th] October, 2024 through Postal Ballot for increasing the Authorised Share Capital of the Company, and pursuant to the provisions of Sections 13, 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013, read with SS-2 Clause 11 Rescinding of Resolutions and the rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force), and in accordance with the provisions of the Articles of Association of the Company, consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from m ₹5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares to ₹15,00,10,000/(Rupees Fifteen Crores Ten Thousand only) divided into 1,50,01,000 (One Crore Fifty Lakh One Thousand) Equity Shares of ₹10/- each, subject to the approval of the statutory authority.
“RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:
V. The Authorised Share Capital of the Company is ₹ 15,00,10,000/- (Rupees Fifteen Crores only) divided into 1,50,01,000 (One Crore Fifty Lakh One Thousand) Equity Shares of ₹10/- each.
“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, any of the Directors or Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments and writings as may be deemed necessary, expedient or desirable in this regard, including filing of forms and returns with the Registrar of Companies and payment of requisite fees.”
3. To Regularize the Appointment of Mr. Pritesh Ashvinbhai Patel (DIN: 11128769)
To consider and if thought fit, to pass the following resolution(s) as Special resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152, 161(1) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b), 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations”) (including and statutory modification(s) or reenactment thereof for the time being in force) and pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Pritesh Ashvinbhai Patel (DIN: 11128769), who was appointed as an Additional Director, designated as Non-Executive Non- Independent Director of the Company by the Board of Directors of the Company with effect from 01st June, 2025, and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, be and is hereby appointed as an Non-Executive Non- Independent Director of the Company, liable to retire by rotation,
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for a term of 5 (five) consecutive years with effect from 01st June, 2025 to 01st June, 2030.
RESOLVED FURTHER THAT any of the Directors of the Company or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary or expedient, including filing of requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution.
4. To Regularize the Appointment of Mr. Satishkumar Suthar (DIN: 11128670)
To consider and if thought fit, to pass the following resolution(s) as Special resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152, 161(1) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b), 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations”) (including and statutory modification(s) or reenactment thereof for the time being in force) and pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Satishkumar Suthar (DIN: 11128670), who was appointed as an Additional Director, designated as Non-Executive Non- Independent Director of the Company by the Board of Directors of the Company with effect from 01st June, 2025, and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, be and is hereby appointed as an Non-Executive Non- Independent Director of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years with effect from 01st June, 2025 to 01st June, 2030.
RESOLVED FURTHER THAT any of the Directors of the Company or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary or expedient, including filing of requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution.
5. To appoint Secretarial Auditor pursuant to Section 204 and all other applicable provisions of Companies Act, 2013, by passing with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, Approval of the Board of Directors of the Company , Consent of the members be and is hereby accorded for appointment of Mr. Suhas bhattbhatt of M/s. S bhattbhatt & Co. , the Company Secretaries (M. No. A11975, COP No. 10427) as the Secretarial Auditor of the Company for a period of Five (5) year, commencing on April 01, 2025, until March 31, 2030, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report."
" RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the annual remuneration plus applicable taxes and out-of-pocket expenses payable to them during their tenure as the Secretarial Auditors of the Company, as determined by the Audit Committee in consultation with the said Secretarial Auditors."
" RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take such steps and do all such acts, deeds, matters, and things as may be considered necessary, proper, and expedient to give effect to this Resolution."
For and on behalf of the Board of Directors Place: Ahmedabad Kiran Vishwakarma Date: 29/08/2025 Whole Time Director DIN: 10526319
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NOTES:
E-Voting System – For Remote e-voting and e-voting during AGM
1. Pursuant to General Circular No. 20/2020 dated 5th May, 2020 issued by the Ministry of Corporate Affairs (“MCA”) read together with MCA General Circular Nos. 14 & 17/2020 dated 8th April, 2020 and 13th April, 2020 respectively and MCA General Circular No. 09/2023 dated 25th September, 2023 ("MCA Circulars"), the Company will be conducting this Annual General Meeting (“AGM” or “Meeting”) through Video Conferencing/Other Audio Visual Means (“VC”/“OAVM”).
2. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
3. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.
4. 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.muskanferro.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL i.e. www.evotingindia.com.
5. Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), relating to the Special Business to be transacted at this Annual General Meeting (‘AGM’) is annexed.
6. Since this AGM will be held through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’), (a) Members will not be able to appoint proxies for the meeting, and (b) Attendance Slip & Route Map are not annexed to this Notice.
7. Corporate Members are requested to send a certified copy of the Board Resolution authorising their representative to attend this AGM, pursuant to Section 113 of the Act, through e-mail at [email protected], or by post to the Investor Service Centre of the Company Corporate Office at 109 1[st] Floor, Arista, Bokaddev, Ahmadabad, Gujarat 380054.
8. In terms of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Resolutions for consideration at this AGM will be transacted through remote e-voting (i.e. facility to cast vote prior to the AGM) and also e-voting during the AGM, for which purpose the Board of Directors of the Company (‘the Board’) have engaged the services of Central Depository Services Limited (‘CDSL’). The Board has appointed Mr. Suhas Bhattbhatt, Proprietor, M/s. S bhattbhatt & Co., Practising Company Secretary as the Scrutinizer to scrutinize the process of e-voting.
9. Remote e-voting will commence at 09.00 a.m. on 23[rd ] September, 2025 and will end at 5.00 p.m. on 25[th] September, 2025, when remote e-voting will be blocked by CDSL.
10. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on 19[th] September, 2025 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or e-voting during the AGM. Those who are not Members on the cut-off date should accordingly treat this Notice as for information purposes only.
11. In conformity with the applicable regulatory requirements, the Notice of this AGM and the Report and Accounts 2025 are being sent only through electronic mode to those Members who have registered their e-mail addresses with the Company or with the Depositories.
12. Members who hold shares in the certificate form or who have not registered their e-mail addresses with the Company or with the Depositories and wish to receive the AGM Notice and the Report and Accounts 2025, or
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participate in the AGM, or cast their votes through remote e-voting or e-voting during the meeting, are required to register their e-mail addresses with the Company at [email protected]. Alternatively, Members may send a letter requesting for registration of their e-mail addresses, mentioning their name and DP ID & Client ID / folio number, through e-mail at [email protected]. Detailed instructions for participating in the AGM and for voting are provided hereunder.
13. Members who would like to express their views or ask questions with respect to the agenda items of the meeting will be required to register themselves as speaker by sending e-mail to the Executive & Company Secretary at [email protected]. from their registered e-mail address, mentioning their name, DP ID & Client ID / folio number and mobile number. Only those Members who have registered themselves as speaker by 10.30 a.m. on Friday, 19[th] September, 2025 will be able to speak at the meeting. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time, for smooth conduct of the AGM.
14. Further, Members who would like to have their questions / queries responded to during the AGM are requested to send such questions / queries in advance within the aforesaid time period.
15. Pursuant to Section 91 of the Act, the Register of Members and Share Transfer books will remain closed from 21[st] day of September, 2025 to 26[th] day of September, 2025 (both days inclusive) .
16. In case of any queries regarding the Annual Report, members may write to [email protected] to receive an email response. Members desiring any information relating to the financial statements at the meeting are requested to email to us at least 10 (Ten) days before the meeting to enable us to keep the information ready.
17. Members are requested to forward all Share Transfers and other communications/ correspondence to the Registrar & Share Transfer Agent (RTA) and are further requested to always quote their Folio Number in all correspondences with the Company.
18. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandates to the Registrar & Share Transfer Agents quoting their Folio Number and Bank Account Details along with self-attested documentary proofs. Members holding shares in the dematerialized form may update such details with their respective Depository Participants.
19. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore requested to submit their respective PAN details to their respective Depository Participant with whom they have their demat account(s). Members holding shares in physical form can submit their PAN details to the Registrar & Share Transfer Agent of the Company - M/s. Satellite Corporate Services Pvt. Ltd.
20. Non Resident Indian members are requested to inform the Company's RTA, immediately of any change in their residential status on return to India for permanent settlement, their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code, IFSC and MICR Code, as applicable, if such details were not furnished earlier.
21. The Notice of 39[th] Annual General Meeting and instructions for e-voting along with Assent / Dissent Form are being sent by electronic mode to all members whose email address are registered with the Company/Depository Participant(s).
22. Pursuant to the aforesaid Circular issued by Ministry of Corporate Affairs, shareholders who have not registered their email address may temporarily get their email address registered with the Company’s Registrar and Share Transfer Agent, M/s. Satellite Corporate Services Pvt. Ltd. at www.satellitecorporate.com. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e- voting along with the User ID and Password to enable e-voting at the ensuing AGM. In case of any queries, shareholder may write to [email protected]
23. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice
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calling the AGM has been uploaded on the website of the Company at www.muskanferro.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the same is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. https://www.cdslindia.com/.
24. The facility for voting shall be made available at the venue of the Annual General Meeting and the members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the Annual General Meeting. The members who have cast their vote by remote e-voting prior to the Annual General Meeting may also attend the Annual General Meeting but shall not be entitled to cast their vote again.
25. Pursuant to the provisions of Section 72 of the Act read with the Rules made there under, Members holding shares in single name may avail the facility of nomination in respect of shares held by them. Members holding shares in physical form may avail this facility by sending a nomination in the prescribed Form No. SH-13 duly filled to the Registrar and Transfer Agents, M/s. Satellite Corporate Services Pvt. Ltd. Members holding shares in electronic form may contact their respective Depository Participant(s) for availing this facility.
26. We request you to send an email on [email protected] to ensure that the annual report and other documents reach you on your preferred e-mail.
27. With the aim of curbing fraud and manipulation risk in physical transfer of securities, SEBI has notified the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 on June 8, 2018 to permit transfer of listed securities only in the dematerialized form with a depository. In view of the above and the inherent benefits of holding shares in electronic form, we urge the shareholders holding shares in physical form to opt for dematerialization .
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
- (i)The voting period begins on 09.00 a.m. on 23rd September, 2025 and will end at 5.00 p.m. on 25th September, 2025. 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 19[th] September, 2025 may cast their vote electronically. 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)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.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
- (iv)In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting
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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 above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode are given below:
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Type of Login Method
shareholders
1) Users of who have opted for CDSL’s Easi / Easiest facility, can login
Individual through their existing user id and password. Option will be made available to
Shareholders reach e-Voting page without any further authentication. The URLs for users to
holding securities login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or
in Demat mode www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL
2) After successful login the Easi / Easiest user will be able to see the e-
Voting Menu. On clicking the e-voting menu, the user will be able to see his/her
holdings alongwith links of the respective e-Voting service provider i.e.
CDSL/NSDL/ KARVY/ LINK INTIME as per information provided by Issuer /
Company. Additionally, we are providing links to e-Voting Service Providers, so
that the user can visit the e-Voting service providers’ site directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi./Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a link in 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 authentication, user
will be provided links for the respective ESP where the e-Voting is in progress
during or before the AGM.
5) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following URL:
Shareholders https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
holding securities the home page of e-Services is launched, click on the “Beneficial Owner” icon
in demat mode under “Login” which is available under ‘IDeAS’ section. A new screen will open.
with NSDL 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.
6) 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/SecureWeb/IdeasDirectReg.jsp
7) 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.
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Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding securities After successful login, you will be able to see e-Voting option. Once you click
in demat mode) on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
login through their successful authentication, wherein you can see e-Voting feature. Click on
Depository company name or e-Voting service provider name and you will be redirected to
Participants e-Voting service provider’s website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
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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 022-23058542-43. |
| 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. |
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(v)Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & 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:
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| 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 OR Date 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 (v). |
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(vi)After entering these details appropriately, click on “SUBMIT” tab.
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(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.
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(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
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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
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After receiving the login details a Compliance User should be created using the admin login and password.
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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]., if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting &e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
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Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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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.
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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.
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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.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
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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 [email protected]
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For Demat shareholders -, please provide Demat account details (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 [email protected]
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.
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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, 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 SECTION 102 OF THE COMPANIES ACT, 2013
Resolution No. 2
The Members of the Company had, through Postal Ballot on 28th October, 2024, approved the resolution for increasing the Authorised Share Capital of the Company from ₹5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ₹10/- each to ₹15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ₹10/- each and consequential alteration of Clause V of the Memorandum of Association of the Company.
Subsequent to the passing of the above resolution, the Board of Directors reviewed the future capital requirements of the Company. Upon such review, it was considered appropriate to supersede the earlier resolution and to revise the proposed Authorised Share Capital. Accordingly, the Board proposes to increase the Authorised Share Capital of the Company from ₹5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ₹10/- each to ₹15,00,10,000/- (Rupees Fifteen Crores Ten Thousand Only) divided into 1,50,01,000 (One Crore Fifty Lakhs One Thousand) Equity Shares of ₹10/- each, by creation of additional 1,00,01,000 (One Crore One Thousand) Equity Shares of ₹10/- each.
Consequently, Clause V of the Memorandum of Association of the Company is required to be amended to reflect the revised Authorised Share Capital.
The proposed resolution is being placed before the members for approval, in supersession of the earlier resolution passed on 28th October, 2024.
None of the Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding in the Company, if any.
The Board recommends the resolution set out in the Notice for approval of the Members by way of a Special Resolution.
Resolution No. 3 &4
The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Pritesh Ashvinbhai Patel (DIN: 11128769) and Mr. Satishkumar Suthar (DIN: 11128670) as Additional Directors of the Company with effect from 01st June, 2025, pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company. Accordingly, they hold office as Additional Directors up to the date of the ensuing General Meeting.
Both Mr. Patel and Mr. Suthar have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Based on such confirmations and the recommendation of the Nomination and Remuneration Committee, the Board proposes their appointment as Non-Executive Non-Independent Directors of the Company, liable to retire by rotation, for a term of five (5) consecutive years commencing from 01st June, 2025 up to 01st June, 2030.
Their appointment will strengthen the Board with their professional expertise, strategic insights, and guidance in the best interest of the Company.
The Board recommends the resolutions set out at Item No. 3 and Item No. 4 of the Notice for approval of the Members as Special Resolutions.
Except Mr. Pritesh Ashvinbhai Patel and Mr. Satishkumar Suthar, being appointees, none of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the proposed resolutions.
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Disclosure as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
==> picture [455 x 403] intentionally omitted <==
----- Start of picture text -----
Particulars Mr. Pritesh Ashvinbhai Patel (DIN: Mr. Satishkumar Suthar (DIN:
11128769) 11128670)
Reason for change viz. Appointment of Mr. Pritesh Ashvinbhai Appointment of Mr. Satishkumar
appointment, Patel (DIN: 11128769) as an Additional Suthar (DIN: 11128670) as an
resignation, removal, Director in the capacity of NonExecutive Additional Director in the capacity of
death or otherwise; Non-Independent Director for a term of 5 Non-Executive Non-Independent
years. Director for a term of 5 years.
Date of resignation - -
Brief Profile Mr. Pritesh Ashvinbhai Patel is an Mr. Satishkumar Suthar is an
accomplished professional with over 20 experienced engineering professional
years of experience in business with over 15 years of expertise in the
administration and enterprise management. field. He holds a Diploma in
He has played a pivotal role in the Engineering and has built a solid track
development and success of multiple record across various technical and
ventures, leveraging his deep operational roles, demonstrating a deep
understanding of operations, market trends, understanding of engineering
and strategic planning. With foundational principles, project execution, and
education at the primary level, Mr. Patel process optimization. Throughout his
has built an impressive career through career, Mr. Suthar has contributed
practical experience, entrepreneurial drive, significantly to the success of multiple
and a strong work ethic. His leadership engineering projects, showcasing a
style is rooted in handson involvement and strong commitment to quality,
a deep commitment to delivering results. innovation, and efficiency. His
He is widely regarded for his pragmatic practical experience, combined with
approach, operational insight, and people- technical acumen, positions him as a
oriented management. valuable resource for strategic planning
and operational oversight.
Disclosure of Not related to any director Not related to any director
relationships between
the Directors
Other Directorship and - -
category
Shareholding NIL NIL
----- End of picture text -----
Resolution No. 5
This explanatory statement is provided in accordance with Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("the Act"), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board's report, prepared under Section 134(3) of the Act.
Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholder approval to be obtained at the Annual General Meeting. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of Mr. Suhas bhattbhatt of M/s. S bhattbhatt & Co., the Company Secretaries (M. No. A11975, COP No. 10427), Practicing Company Secretaries, peer reviewed bearing No.1660/2022, as the Secretarial Auditors of the Company for a
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period of Five years, commencing from April 1, 2025, to March 31, 2030. The appointment is subject to shareholders' approval at the Annual General Meeting.
Proposed appointment, if made, will be in compliance with the provisions of the Act and the SEBI Listing Regulations. Accordingly, the consent of the shareholders is sought for the appointment Mr. Suhas bhattbhatt of M/s. S bhattbhatt & Co., as the Secretarial Auditors of the Company.
The Board of Directors recommends the resolution for approval by the Members, as set out at Item No. 5 of the Notice. None of the Directors, Key Managerial Personnel (KMP), or their relatives have any financial or other interest in the proposed resolution.
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