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MODULEX CONSTRUCTION TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2023
Mar 21, 2023
62866_rns_2023-03-21_9fbf90fe-344e-4c86-923f-5d7b303f304c.pdf
Proxy Solicitation & Information Statement
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21[st] March, 2023
To, The Manager, Department of Corporate Services, BSE Limited , P J Towers, Dalal Street, Fort, Mumbai – 400 001.
Security ID: MODULEX Scrip Code: 504273
Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to the Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice.
The Company has circulated the electronic copies of the Postal Ballot Notice dated 18[th] March, 2023 along with the Explanatory Statement pertaining to the said resolution with the material facts and related particulars, today, i.e 21[st] March, 2023 to those Members whose names appear in the Register of Members / list of Beneficial Owners maintained by the Company / Depositories as on Friday, 17[th] March, 2023 (i.e. Cut-off date) and whose email address were registered with the Depository Participants or with the Company or its Registrar and Transfer Agent as on the Cut-off date.
The Remote E-Voting will commence on Wednesday, 22[nd] March, 2023 at 09:00 a.m. IST and ends on Thursday, 20[th] April, 2023 at 05:00 p.m. IST.
This is for your information and records.
This will also be hosted on Company’s website at www.modulex.in
For Modulex Construction Technologies Limited
Bhoomi Digitally signed by Bhoomi Mewada Date: 2023.03.21 Mewada 16:22:32 +05'30' Bhoomi Mewada Company Secretary and Compliance Officer
Encl: a/a
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Modulex Construction Technologies Limited t/a Modulex CIN: L45100PN1973PLC182679 Registered Office: A-82, MIDC Industrial Estate, Indapur – 413 132, Maharashtra BSE Security Code: 504273 BSE Security ID: MODULEX
Website - www.modulex.in Email - [email protected] Contact - Tel: +91 2111 223061
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Modulex Construction Technologies Limited
CIN: L45100PN1973PLC182679
Registered Office: A-82, MIDC Industrial Estate, Indapur – 413 132, Maharashtra Tel: +91 2111 299061 • Email: [email protected] • Website: www.modulex.in
Postal Ballot Notice
Pursuant to Section 110 and 108 of the Companies Act, 2013 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 relating to passing of the resolution through Postal Ballot read with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
To,
The Members,
NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any of the Companies Act, 2013 (the “Act”) including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Management Rules”) as amended, Secretarial Standard-2 on General Meetings (the “SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings vide General Circular Nos. 14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020 and 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December, 2021 and 3/2022 dated 5[th] May, 2022 (the “MCA Circulars”) and any other applicable laws and regulations, the following resolution are proposed to be passed by the Members of Modulex Construction Technologies Limited (the “Company”) as on the Cut-off date through Postal Ballot by way of voting through electronic means (“e-voting”) only. An Explanatory Statement pertaining to the said resolution setting out material facts and the reasons thereof forms part of this Postal Ballot notice.
In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting Postal Ballot forms. In compliance with the MCA Circulars, the Postal Ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depository Participant(s).
RESOLUTION
Item No. 1 - Alteration of the Object Clause of the Memorandum of Association 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 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, and subject to the approval of the Registrar of Companies, the consent of the Members be and is hereby accorded for effecting the alteration in the Object Clause of the Memorandum of Association of the Company. The Main object and ancillary object in clause III of MOA of the Company be and are hereby amended as follows:
1. The words “To carry on the business of manufacture of fabricated metal products, except machinery and equipment” in clause III A (1) added.
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2. The words “To carry on production, buildings, supplying, fabricating and manufacturing of modular steel buildings, designing, fabricating, manufacturing, supplying & installation to a diverse range of end markets encompassing hotel, education, health, residential, commercials etc . for domestic and export markets” in clause III A(2) added.
3. The Words “To carry on the business of consultants, contractors and engineers and to develop, build, rebuild, pull down, demolish, erect, enlarge, contract, assemble, hire, improve, alter, repair, replace, divide, consolidate, appropriate, decorate, furnish and otherwise dispose or deal with immovable property in the course of such business and to render consultation for construction of residential and office buildings, houses, flats including multistoried” in clause III A (1) be deleted.
4. The words “flats, bungalows, offices apartments, rooms, hospitals, schools, colleges etc.” in clause III A (2) be deleted.
5. The words “construct, develop” in clause III B (5) be deleted.
6. The words “build, construct, construction, development” in clause III B (16) be deleted.
7. The words “ and/or construction and erection of land, buildings” in clause III B (20) be deleted.
“ FURTHER RESOLVED THAT the Board of Directors of the Company or any officer(s) so authorised by the Board, be and are hereby authorised to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same.
By Order of the Board of Directors For Modulex Construction Technologies Limited
SD/-
(Bhoomi Mewada) Company Secretary M No. A34561 Registered Office: A 82, MIDC Industrial Estate, Indapur Pune MH 413132
18[th] March, 2023 Mumbai
NOTES:
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The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) stating material facts and reasons for the proposed resolution is annexed hereto.
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In terms of the General Circular Nos. 14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th ] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020 and 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December, 2021 and 3/2022 dated 5[th] May, 2022 (the “MCA Circulars”), this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members / list of beneficial owners as on the Cut-off date i.e., Friday, 17[th] March,2023. Members may note that this Notice also will be available on the Company’s website, www.modulex.in and on the website of Central Depository Services Limited (“CDSL”), www.evotingindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and prepaid business reply envelope are not being sent to the members for this Postal Ballot.
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The Company hereby requests all its members to register their email addresses, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.
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For receiving copy of Postal Ballot notice electronically, members who have not yet registered their email addresses are requested to send an email to [email protected] by mentioning the Shareholder Name, Folio No. / DP ID and Client ID.
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In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), the Company is pleased to provide voting facility by electronic means (“e-voting”) to the Members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL to provide e-voting facility to its Members.
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The e-voting period commences from 9.00 a.m. (IST) on Wednesday, 22[nd] March, 2023 to 5.00 p.m. (IST) and ends on Thursday, 20[th] April, 2023. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, 17[th] March, 2023, i.e., cut-off date, may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter. 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.
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All documents referred to in this Postal Ballot Notice shall be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to [email protected]
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A copy of the Postal Ballot Notice is available on the website of the Company at www.modulex.in website of the stock exchange i.e. BSE Limited at www.bseindia.com and on the website of our e-Voting agency i.e. Central Depository Services Limited’s (‘CDSL’) e-voting website at www.evotingindia.com
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Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Postal Ballot Notice. A Member cannot exercise his vote by proxy on Postal Ballot.
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The Board of Directors of the Company has appointed Mr. Dharmesh Zaveri, proprietor of M/s. D. M. Zaveri & Co., Company Secretaries, as Scrutinizer, to scrutinize the Postal Ballot through Remote e-Voting process in a fair and transparent manner. He has communicated his willingness for such appointment and will be available for the same.
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The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny and the result of the voting by Postal Ballot through the Remote e-Voting process will be announced by the Chairman, or such person as authorized, on or before Saturday, 22[nd] April, 2023. The Scrutinizer’s decision on the validity of the e-voting shall be final and binding.
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The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.modulex.in and on the website of CDSL www.evotingindia.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.
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The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Thursday, 20[th] April, 2023, i.e., the last date specified for receipt of votes through the Remote e- Voting process.
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Procedure for registration of email id with the Company / Depository Participants: Members are requested to register the same with their concerned DPs, in respect of electronic holding. Members holding shares in physical form are requested to get their folio KYC complaint for smooth processing of the transactions.
THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.
- (i) The voting period begins on 22[nd] March, 2023 at 9.00 am and ends on 20[th] April, 2023 at 5.00 pm. 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 17[th] March, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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- (ii) 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.
(iii) 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 above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Type of Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders existing user id and password. Option will be made available to reach e-Voting page
holding securities without any further authentication. The URL for users to login to Easi / Easiest are
in Demat mode https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on
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| Type of shareholders Login Method |
Type of shareholders Login Method |
Type of shareholders Login Method |
|---|---|---|
| Individual Shareholders holding securities in Demat mode |
1) 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 |
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| withCDSL Depository |
2) 3) 4) |
Login icon and select New System Myeasi. 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. 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. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 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.comhome page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLoginThe 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. |
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| Individual Shareholders holding securities in demat mode withNSDL Depository |
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. 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 |
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| 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. |
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| Individual | You can also login using the login credentials of your demat account through your |
| Shareholders | Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful |
| (holding securities | login, you will be able to see e-Voting option. Once you click on e-Voting option, you will |
| in demat mode) | be redirected to NSDL/CDSL Depository site after successful authentication, wherein you |
| login through | can see e-Voting feature. Click on company name or e-Voting service provider name and |
| theirDepository | you will be redirected to e-Voting service provider website for casting your vote during the |
| Participants(DP) | remote e-Voting period. |
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 sending a request at no. 1800 22 55 33 |
technical issue in login can contact CDSL helpdesk by [email protected] or contact at toll free |
| 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 nonindividual shareholders in demat mode.
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(iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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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 Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|
| 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 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. |
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(v) After entering these details appropriately, click on “SUBMIT” tab.
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(vi) 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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(vii) 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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(viii) Click on the EVSN for the relevant on which you choose to vote.
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(ix) 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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(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xi) 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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(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiii) 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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(xiv) 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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(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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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 will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, 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 mandatory 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.
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/RTA email id .
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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 e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33
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, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call at toll free no. 1800 22 55 33
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)
Item No. 1
Section 13 of the Companies Act, 2013 states that a Company, may, by Special Resolution, alter the provisions of Memorandum of Association (the “MoA”). The Board of Directors, on 18[th] March, 2023 has approved the aforesaid alteration in the Object Clause of the MoA of the Company, subject to the approval of the Members of the Company by way of Postal Ballot. The Special Resolution passed by Postal Ballot shall be filed with the Registrar of Companies who shall register the alteration of the MoA with respect to the objects of the Company and certify the registration.
The MOA is being amended as per request from the consortium of banks who are preparing to lend to the Company. These banks cannot lend to a Company that had the objectives that have been removed through this amendment.
The Board has recommended approval of the resolution as set out in the accompanying Notice as a special resolution. In light of the above facts, the approval of the Members is sought through remote e-voting via Postal Ballot for effecting the alteration in the existing Object Clause by addition and deletion in Clause III (A) and III(B) of the Memorandum of Association.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.
The Board recommends the resolution for approval of the Members.
By Order of the Board of Directors
For Modulex Construction Technologies Limited
SD/-
(Bhoomi Mewada) Company Secretary M No. A34561 Registered Office: A 82, MIDC Industrial Estate, Indapur Pune MH 413132
18[th] March, 2023 Mumbai
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