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MOIL Limited — Annual Report 2023
Aug 28, 2023
61480_rns_2023-08-28_9a57bcba-27c4-4e78-8e7e-8636b60e3942.pdf
Annual Report
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MOIL LIMITED
(A Government of India Enterprise) MOIL Bhavan, 1A, Katol Road, Nagpur – 440 013 ☎ : 0712-2806100, 2806182 /216 E-Mail : [email protected] Website: www.moil.nic.in Telefax: 0712-2591661 CIN No: L99999MH1962GOI012398
CS/NSE-BSE/2023-24/ 113 Date: 28.08.2023
To, The G.M. (Listing) National Stock Exchange of India Ltd. Exchange Plaza, Plot No.C-1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400053
To, Listing Department BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001
Sub: Submission of Notice of 61[st] Annual General Meeting (AGM) and Annual Report for the Financial Year 2022-23.
Stock NSE: MOIL Code: BSE: 533286 ISIN: INE490G01020
Dear Sir,
This is to inform that 61[st] Annual General Meeting (AGM) of the Company will be held as hybrid (combined physical and electronic mode) meeting, on Thursday, 21[st] September, 2023 at 03:30 p.m., in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of 61[st] AGM and Annual Report for the financial year 2022-23 of the Company is enclosed herewith.
The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the remote e- voting facility to the members of the Company. The remote e-voting facility will be available at www.evoting.nsdl.com and the members holding shares either in physical form or in electronic form as on cut-off date (i.e., 14.09.2023) shall only be entitled for availing the remote e-voting facility. Please make note of the following dates for e-voting:
Date and time of commencement of remote e-voting Sunday, 17[th] September, 2023 at 9.00 AM Date and time of end of remote e-voting. Wednesday, 20[th] September, 2023 at 5.00 PM
The Notice of AGM and Annual Report for FY 2022-23 can be assessed/downloaded from the Company’s website at following link: AGM Notice https://www.moil.nic.in/userfiles/file/InvRel/Meetings/Notice-61st_AGM.pdf Annual Report 2022-23 https://www.moil.nic.in/userfiles/file/InvRel/Financials/Annual_Report_2022-23.pdf
This is for your kind information and record
Thanking you,
Yours faithfully, For MOIL Limited, NEERAJ Digitally signed by NEERAJ DUTT DUTT PANDEY Date: 2023.08.28 PANDEY 17:58:38 +05'30' Neeraj Dutt Pandey (Company Secretary-cum-Compliance Officer)
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NOTICE
61[st] Annual General Meeting 21[st] September, 2023 at 3 .30 p . m.
MOIL LIMITED
(A Govt. of India Enterprise) CIN : L99999MH1962GOI012398 PAN : AAACM8952A MOIL BHAVAN, 1-A KATOL ROAD, NAGPUR - 440 013 E-mail : [email protected] | Telefax : 07122591661 www.moil.nic.in
61[st] Annual Report 2022-23
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Notice of AGM
NOTICE IS HEREBY GIVEN THAT 61[st] Annual General Meeting of the Members of MOIL Limited will be held on Thursday, 21[st] September, 2023 at 3:30 P.M as a hybrid (combined physical and electronic mode) meeting, at Radisson Blu Hotel, 7 Wardha Road, Nagpur 440015 to transact the following business:
ORDINARY BUSINESS
- To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2023 together with the Reports of the Board of Directors, the Auditors thereon and Comments of the Comptroller & Auditor General of India and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
“ RESOLVED THAT the Audited Financial Statements of the Company for the year ended 31[st] March, 2023 together with the Reports of the Board of Directors and Auditors thereon and Comments of the Comptroller & Auditor General of India be and are hereby received, considered and adopted.”
“ RESOLVED THAT approval be and is hereby accorded for continuation of the appointment of Shri M.M. Abdulla, Director (Prod. & Plng.) (DIN: 09388832), as a director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order No.4/1/2020-BLA dated 10.01.2022 and further order(s) in this regard, if any.”
- To authorise the Board of Directors to fix remuneration of Statutory Auditors of the Company for the financial year 202324 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
“ RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to fix the remuneration of the Statutory Auditors for the financial year 2023-24 in compliance with the orders and directions of appointment made by the Comptroller and Auditor-General of India.”
SPECIAL BUSINESS
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To declare Final Dividend of H 0.69 per equity share for the year ended March 31, 2023 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
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To ratify the Cost Auditor’s remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolutions as an Ordinary Resolution:
“ RESOLVED THAT Final Dividend H 0.69 per share (i.e., @ 6.90%) on paid-up equity shares of the Company amounting to H 14,04,04,795.59, as recommended by the Board of Directors for the financial year 2022-23, be and is hereby declared and approved.”
- To consider continuation of the appointment of Shri Rakesh Tumane, Director (Finance) (DIN: 06639859), and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
“ RESOLVED THAT approval be and is hereby accorded for continuation of the appointment of Shri Rakesh Tumane, Director (Finance) (DIN: 06639859), as a director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order no. F. No.4/1/2016-BLA dated 13.09.2017 and No.4/1/2016-BLA dated 09.11.2022 and further order(s) in this regard, if any.”
- To consider continuation of the appointment of Shri M.M. Abdulla, Director (Prod. & Plng.) (DIN: 09388832), and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:
" RESOLVED THAT appointment of M/s Ujwal P. Loya & Co., a practicing Cost Accountant, as Cost Auditor of the Company for the financial year 2023-24 at a remuneration of H 1,60,000 (Rs. One Lakh Sixty Thousand only) plus tax as applicable and out of pocket expenses, for audit of the cost accounting records of the company, subject to and as per the provisions of applicable acts, rules, regulations, notifications, circulars, etc., be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary, be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”
- To consider continuation of the appointment of Shri Ajit Kumar Saxena, Chairman-cum-Managing Director (DIN:08588419), as Chairman-cum-Managing Director and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“ RESOLVED THAT approval be and is hereby accorded for continuation of the appointment of Shri Ajit Kumar Saxena,
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Notice - 61[st] AGM
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(DIN:08588419), as Chairman-cum-Managing Director, as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order no. 4/1/2021-BLA dated 27.12.2022 issued by Govt. of India, Ministry of Steel for a period from 29.12.2022 (i.e. date of his assumption of charge of the post) till the date of his superannuation, i.e., 31.12.2025, or until further orders, whichever is earlier.”
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To consider continuation of the appointment of Dr. Sanjay Roy, Nominee Director (Govt. of India) (DIN:10045280), as a Nominee Director and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
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To consider continuation of the appointment of Shri Nikunj Kumar Srivastav, (DIN: 02008508), as a Nominee Director (Govt. of Madhya Pradesh) and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“ RESOLVED THAT approval be and is hereby accorded for continuation of the appointment of Shri Nikunj Kumar Srivastav (DIN: 02008508), as a Nominee Director (Govt. of Madhya Pradesh) as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order No.4/2/2015-BLA dated 10.03.2023 with effect from 10.03.2023 till 06.03.2024 or further order(s) in this regard.”
“ RESOLVED THAT approval be and is hereby accorded for continuation of the appointment of Dr. Sanjay Roy, (DIN:10045280), as a Nominee Director (Govt. of India) as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide order no. S-14011/1/2022-BLA dated 09.02.2023 issued by Govt. of India, Ministry of Steel with effect from 09.03.2023 (date of allotment of DIN) and until further orders, in this regard, if any.”
By order of the Board of Directors Place: Nagpur Neeraj D. Pandey Date: 28.08.2023 (Company Secretary)
Regd. Office: MOIL LIMITED, MOIL Bhawan, 1-A Katol Road, Nagpur - 440 013
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61[st] Annual Report 2022-23
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NOTES:
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The Ministry of Corporate Affairs (“MCA”) and Securities Exchange Board of India (SEBI), vide their various circulars have permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. However, the Company has decided to hold this AGM as a hybrid (combined physical and electronic) meeting. you can attend either online or in person at the venue of the Meeting.
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Since this AGM is being held as a hybrid meeting, the facility for appointing proxy is allowed. Hence, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED, STAMPED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. 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 as a proxy for any other person or member.
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Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
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An authorised representative of the President of India or of the Governor of the State, holding shares in the Company, may also appoint an authorised representatives to attend the AGM and cast their votes.
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A member who wishes to attend the AGM through VC/OAVM, can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the AGM physically and through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2022-23 is being sent through electronic mode to those Members whose e-mail address is registered with the Company/ Depository Participants. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company’s website www.moil.nic.in, websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively, and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
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The relevant Explanatory Statements pursuant to Section 102 of the Companies Act, 2013, in respect of Item No. 6 to 9 are annexed herewith.
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Brief Resume of the Directors appointed since last Annual General Meeting (other than those whose appointment already approved by the shareholders by postal ballot during F.Y.202223) and also of those whose appointment/re-appointment is proposed, as mandated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed hereto and forms part of the notice.
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Pursuant to regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, “record date” for the purpose of payment of final dividend for the financial year ended 31[st] March, 2023, if declared at ensuing Annual General Meeting, shall be Friday, 08th September, 2023 (“the record date”) . The final dividend on equity shares will be paid within 30 days after declaration to the members or their mandates whose names appear in the Company’s Register of Members or in the statement of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository (India) Limited (CDSL) on the record date.
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The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, and the relevant documents referred to in the Notice will be available electronically/physically for inspection by the members during the AGM.
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During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the company. All documents referred to in the Notice and accompanying explanatory statement are open for inspection at
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Notice - 61[st] AGM
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the Registered Office of the company on all working days of the company between 11:00 a.m. and 1:00 p.m. upto the date of the Annual General Meeting and at the venue of the Meeting for the duration of the Meeting. Members seeking to inspect such documents can send an e-mail to [email protected]
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Route-map to the venue of the Meeting is provided.
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Members are requested to:-
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Note that copies of Annual Report will not be distributed at the Annual General Meeting.
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Bring copy of Annual Report, Notice and Attendance Slip duly completed and signed, at the meeting.
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Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the hall will be strictly on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip.
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Quote the Folio/Client ID & DP ID Nos. in all correspondence.
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Members, who hold shares in dematerialized form are requested to bring their Client ID and DP ID Nos. for easier identification of attendance at the meeting
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Note that due to security reasons, mobile phones, brief cases, eatables and other belongings may not be allowed inside the Meeting Hall.
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Note that no gifts/coupons will be distributed at the Annual General Meeting
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Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/CIR/2018/73 dated 20th April, 2018, shareholders holding shares in physical form whose folio do not have/have incomplete details with respect to PAN and bank particulars are mandatorily required to furnish the PAN and bank details to the Company/RTA for registration under their folio .
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Members are requested to notify immediately any change of address:
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To their Depository Participant (DP) in respect of shares held in dematerialized form, and
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To the Company at its Registered Office or to its RTA, M/s. Bigshare Services Pvt. Ltd. in respect of their physical shares, if any, quoting their folio number.
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Facility of payment of dividend through ECS / NECS is available. Those shareholders who are holding shares in electronic mode should register their ECS mandate with their respective depository participants directly and shareholders who are holding equity shares in physical mode, they are requested to deposit ECS mandate with the Company or RTA.
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Members are requested to note that;
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(a) Dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf. gov.in.
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(b) In terms of SEBI Gazette Notification dated 8[th] June, 2018, as ameded, shares in physical form are not transferable. Hence, members who are holding shares in physical form are requested to convert the shares in Demat form.
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Members seeking further information on the Financial Statement or any other matter contained in the Notice are requested to write to the Company at least 7 days before the meeting so that relevant information can be kept ready at the meeting.
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Pursuant to Section 139(5) of Companies Act, 2013, the Auditors of a Government Company are to be appointed or re-appointed by the Comptroller and Auditor General of India and in terms of Section 142(1) of the Companies Act, 2013, their remuneration has to be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine. The Members of the Company in the 60[th] Annual General Meeting held on 23[rd] September, 2022 had authorised the Board of Directors to fix the remuneration of Statutory Auditors for the year 2022-23. Accordingly, the Board of Directors had fixed audit fee of H 9,75,000 plus applicable tax and out of pocket expenses, for audit works. In line with the previous practice, the Members may authorise the Board to fix remuneration of Statutory Auditors as may be deemed fit by the Board. CAG order appointing Statutory Auditors for the financial year 2023-24 is yet to be received by the Company.
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The Government of India vide Order Nos. F. No.4/1/2016-BLA dated 13.09.2017 had appointed Shri Rakesh Tumane, Director (Finance) (DIN: 06639859) of MOIL for 5 year and further extended his tenure for a period of 5 years or until further order, whichever is earlier vide order No.4/1/2016-BLA dated 09.11.2022. Further, the Government of India vide order No.4/1/2020-BLA dated 10.01.2022 has appointed Shri M.M. Abdulla, Director (Prod. & Plng.) (DIN: 09388832). Pursuant to provisions of the Companies Act, 2013, Directors of the company (other than Independent Directors) are liable to retire by rotation. Hence, subject to terms and condition as determined by the Government of India in the above-mentioned order and further order(s) in this regard, the consent of the members is hereby sought for continuation of
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61[st] Annual Report 2022-23
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Shri. Rakesh Tumane and Shri. M.M. Abdulla as Directors, being longest in office, as Directors liable to retire by rotation, under the applicable provisions of the Companies Act, 2013.
- The Board has recommended final dividend 6.90% (i.e. H 0.69 per equity share) for the year 2022-23. The final divided is in addition to the interim dividend @30% (i.e. H 3.00 per equity share) paid in the month of February, 2023 for the year 2022-23.
Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 01.04.2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed H 5,000/-
The withholding tax rate would vary depending on the residential status of the shareholder and documents submitted by shareholder with the Company/ RTA / Depository Participant.
I. RESIDENT SHAREHOLDERS:
a) Tax Deductible at Source for Resident Shareholders
| Sr. No. ~~-~~ |
Particulars | Withholding tax rate | Documents required (if any) |
|---|---|---|---|
| 1. | Valid PAN updated in the Company’s Register of Members |
10% | No document required (if no exemption is sought) If dividend does not exceedH5,000/-, no TDS/ withholding tax will be deducted. |
| 2. ~~-~~ |
No PAN/Valid PAN not updated in the Company’s Register of Members |
20% | No document required (if no exemption is sought) |
| 3. |
PAN has become inoperative owing to it not being linked with Aadhaar, after specified date mentioned as per Rule 114AAA of Income tax Rules. (Presently, effective from 01.07.2023, if not extended further) |
20% | No document required (if no exemption is sought) |
| 4. | Availability of lower/nil tax deduction certificate issued by Income Tax Department u/s 197 of Income Tax Act, 1961 |
Rate specified in the certificate |
Lower tax deduction certificate obtained from Income Tax Authority |
- b) No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit and register following documents as mentioned in column no.4 of the below table with the Company /RTA of the company
| Sr. No. ~~-~~ ~~-~~ |
Particulars | Withholding tax rate | Documents required (if any) |
|---|---|---|---|
| 1. |
Submission of form 15G/15H | NIL | Declaration in Form No. 15G (applicable to any person other than a company or a firm) / Form 15H (applicable to an Individual who is 60 years and above), fulfilling certain conditions. |
| 2. | Shareholders to whom section 194 of the Income Tax, 1961 does not apply such as LIC, GIC, etc. |
NIL | Documentary evidence that the said provisions are not applicable. |
| 3. | Shareholder covered u/s 196 of Income Tax Act, 1961 such as Government, RBI, corporations established by Central Act & mutual funds. |
NIL | Documentary evidence for coverage u/s 196 of Income Tax Act, 1961 |
| 4. | Category I and II Alternative Investment Fund | NIL | SEBI registration certificate to claim benefit under section 197A (1F) of Income Tax Act, 1961 |
| 5. | • Recognised provident funds • Approved superannuation fund • Approved gratuity fund |
NIL | Necessary documentary evidence as per Circular No. 18/2017 issued by Central Board of Direct Taxes (CBDT) |
| 6. | National Pension Scheme | NIL | No TDS as per section 197A (1E) of Income Tax Act, 1961 |
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Notice - 61[st] AGM
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II. NON-RESIDENT SHAREHOLDERS:
Withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders submit and register following document as mentioned in column no.4 of the below table with the Company / RTA of the Company.
| Sr. No. ~~-~~ |
Particulars ~~----~~ |
Withholding tax rate ~~---~~ |
Documents required (if any) ~~,~~ ~~-----1~~ |
|---|---|---|---|
| 1. |
Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs) |
20% (plus applicable surcharge and cess) |
FPI registration number / certificate. |
| 2. ~~-~~ |
Other Non-resident shareholders ~~----~~ |
20% (plus applicable surcharge and cess) or tax treaty rate, whichever is beneficial. ~~---~~ |
To avail beneficial rate of tax treaty following tax documents would be required: 1. Tax Residency certificate issued by revenue authority of country of residence of shareholder for the year in which dividend is received 2. PAN 3. Form 10F filed electronically on the Indian Income Tax web portal pursuant to Notification No. 03/2022 dated 16th July 2022 and a subsequent notification dated December 12, 2022 issued by the Central Board of Direct Taxes (CBDT), as required under the Income-tax Act, 1961. (Please note that the shareholders who have PAN may not be eligible for DTAA benefit if the e-filed Form 10F is not furnished. However, pursuant to the Notification dated March 28, 2023, CBDT exempted those non-residents who are not having PAN and are not required to have PAN as per the law from mandatory e-filing of Form 10F online untill September 30, 2023, and such non-residents may make this statutory compliance of filing Form 10F in manual form as was being done prior to issuance of the Notification No. 3/2022 till September 30, 2023 only). 4. Form 10F filled & duly signed 5. Self-declaration for non-existence of permanent establishment/ fixed base in India (Note: Application of beneficial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non-Resident shareholder and review to the satisfaction of the Company) ~~-----1~~ |
| 3. |
Indian Branch of a Foreign Bank |
Nil |
1. Lower tax deduction certificate u/s 195(3) obtained from Income Tax Authority 2. Self-declaration confirming that the income is received on its own account and not on behalf of the Foreign Bank |
| 4. | Availability of Lower/NIL tax deduction certificate issued by Income Tax Department u/s 197 of Income Tax Act, 1961 |
Rate specified in certificate |
Lower tax deduction certificate obtained from Income Tax Authority |
A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/ 15H, to avail the benefit of non-deduction of tax at source by email to [email protected] by 11:59 p.m. IST on Thursday, 14[th] September, 2023. Shareholders are requested to note that in case their PAN is not registered or having invalid PAN or Specified Person as defined under section 206AB of the Income-tax Act (“the Act”), the tax will be deducted at a higher rate prescribed under section 206AA or 206AB of the Act, as applicable, the tax will be deducted at a higher rate of 20%.
We wish to highlight that vide Finance Act 2021, Government of India has introduced new section 206AB effective from 1st July,2021, for deducting higher rate of TDS for the non-filler of Income-tax return. The said section would be applicable in case of a specified person means a person who has not furnished the return of income for the assessment year relevant to the previous year immediately preceding the financial year in which tax is required to be deducted, for which the time limit for furnishing the return of income under sub-section (1) of section 139 has expired and the aggregate of tax deducted at source and tax
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61[st] Annual Report 2022-23
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collected at source in his case is rupees fifty thousand or more in the said previous year. A person who fails to comply with the above, TDS would be higher of the following:
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(i) twice the rate specified in relevant provision of the Act;
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(ii) twice the rate or rates in force; (iii) 5%.
Specified person does not include a non- resident who does not have a permanent establishment in India.
Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to tds@bigshareonline. com. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST Thursday, 14[th] September, 2023.
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Voting through electronic means:
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
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The facility for voting through ballot/polling paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot /polling paper.
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The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
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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.moil.nic.in . The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively. AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e., www.evoting.nsdl.com.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on 17.09.2023, at 9:00 A.M. and ends on 20.09.2023, at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. 14.09.2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 14.09.2023.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
-
Step 1: Access to NSDL e Voting system
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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
-
In terms of SEBI circular 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.
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Notice - 61[st] AGM
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Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl. com.Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDLMobileAppisavailableon IIAppStore - GooglePlay |
| Individual Shareholders holding securities in demat mode with CDSL |
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 users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia. comand click on login & New System Myeasi Tab and then click on registration option. 4. 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. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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61[st] Annual Report 2022-23
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e.
NSDL and CDSL.
| NSDL and CDSL. | |
|---|---|
| Login type | Helpdesk details |
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000 and 022 - 2499 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33 |
- B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Notice - 61[st] AGM
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .
-
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rajkotiyacs@ gmail.com with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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61[st] Annual Report 2022-23
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- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting. nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Sarita Mote at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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a) In case shares are held in physical mode please provide 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] ).
-
b) In case shares are held in demat mode, please provide DPIDCLID (16 digit DPID + CLID or 16 digit beneficiary ID), 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 are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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c) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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d) In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
-
a) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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b) Only those Members/ shareholders, who will be 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 in the AGM.
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c) Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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d) The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
-
a) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “ Join meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
-
b) Members are encouraged to join the Meeting through Laptops for better experience.
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c) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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d) 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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e) Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] same will be replied by the company suitably.
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f) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.
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g) All shareholders attending the AGM will have an option to post their comments/queries through a dedicated chat box that will be available below the meeting screen.
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The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 14th September, 2023 .
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Members may also write to the Company Secretary at the email ID: [email protected] or contact at telephone no. 07122806182
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Notice - 61[st] AGM
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-
Mr. Amit K. Rajkotiya, Practicing Company Secretary, Nagpur (Membership No. F5561 & Certificate of Practice No. 5162) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
-
The Scrutinizer shall make, not later than 48 hours of conclusion of the AGM, scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
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The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.moil.nic.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.
The results shall also be immediately forwarded to National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE). The results shall also be displayed on the notice board at the Registered Office of the Company.
- The Address of Registrar and Transfer agents of the company is as follows:
Bigshare Services Pvt. Ltd.
Office no S6-2, 6th Floor , Pinnacle Business Park, Next to Ahura centre, Mahakali caves road, Andheri East, Mumbai- 400093- Maharashtra Fax: 022 62638299 Tel No: 022-62638261 E-mail: [email protected] CIN: U99999MH1994PTC076534
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61[st] Annual Report 2022-23
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ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013
Item No.6 : Ratification of the Cost Auditor’s remuneration
As per the provisions of Section 148 of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, have approved the appointment of M/s Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 24907) as Cost Auditors at a remuneration of H 1,60,000/- plus Tax as applicable and out of pocket expenses, for audit of the cost accounting records of the company for the financial year 2023-24.
A certificate issued by the above firm regarding their eligibility for appointment as Cost Auditors would be available for inspection by the members from the date of circulation of this Notice up to the date of AGM. Members willing to inspect such documents can send an e-mail to [email protected].
Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014 requires the remuneration of the Cost Auditor shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.
Accordingly, consent of the shareholders is sought by passing an Ordinary Resolution, as set out for this item in the Notice, for ratification
of the remuneration payable to the Cost Auditors for the financial year ending 31[st] March, 2024.
None of the Directors and Key Managerial Personnel of the Company, their relatives, is in any way, concerned or interested, financially or otherwise, in the resolution set out for this item in the Notice.
The Board of Directors recommends the resolution set out for this item in the Notice for approval by the shareholders.
Item No.7,8 To consider continuation of the appointment and 9: of Shri Ajit Kumar Saxena, Chairman-cumManaging Director (DIN:08588419), as Chairmancum-Managing Director, Dr. Sanjay Roy, Nominee Director (Govt. of India) (DIN:10045280) and Shri Nikunj Kumar Srivastav, Nominee Director (Govt. of Madhya Pradesh) (DIN: 02008508)
In MOIL, being a Government Company, all the Directors are appointed by the President of India in terms of provisions of Article 138 of Article of Association. Accordingly, Government of India has appointed following Directors on the Board of MOIL as detailed below during the 2022-23:
| Sr. No. ~~-~~ |
Name of Director | Designation | Order No. | Terms of appointment |
|---|---|---|---|---|
| 1. ~~-~~ ~~-~~ |
Shri Ajit Kumar Saxena | Chairman-cum-Managing Director |
4/1/2021-BLA dated 27.12.2022 |
Appointed for a period from 29.12.2022 (i.e. date of his assumption of charge of the post) till the date of his superannuation i.e.31.12.2025, or until further orders, whichever is earlier. |
| 2. ~~-~~ |
Dr. Sanjay Roy | Nominee Director (Govt. of India) |
S-14011/1/2022-BLA dated 09.02.2023 |
with immediate effect and until further orders, |
| 3. |
Shri Nikunj Kumar Srivastav | Nominee Director (Govt. of Madhya Pradesh) |
4/2/2015-BLA dated 10.03.2023 |
with immediate effect till 06.03.2024 or further order(s) |
As per the order of Ministry of Steel (MoS), Dr. Sanjay Roy was appointed with immediate effect (i.e. date of order 09.02.2023) till further order. However, as per the provisions of the Section 152 (3) of the Companies Act, 2013, no person shall be appointed as a director of a company unless he has been allotted the Director Identification Number (DIN). As Dr. Sanjay Roy got his DIN on 09.03.2023 (i.e., date of allotment of DIN) his appointment was taken on record by the Board of Directors w.e.f 09.03.2023.
As per Regulation 17(1C) of SEBI (LODR) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager
is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. However, proviso of the said regulation provides that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting.
In view of provisions of Regulation 17 (1C), the company has to take approval of shareholders in this AGM for appointment of Shri Ajit Kumar Saxena, Chairman-cum-Managing Director, Dr. Sanjay Roy, Nominee Director (Govt. of India) and Shri Nikunj Kumar Srivastav, Nominee Director (Govt. of Madhya Pradesh) by ordinary resolution.
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Notice - 61[st] AGM
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Brief resume of these Directors of the Company, nature of expertise in functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board/Committees, shareholding and relationships between directors inter-se as stipulated under the Listing Regulations with the Stock Exchanges, are provided in Annexure to the Notice.
The remuneration is being paid to Shri Ajit Kumar Saxena as per the scales fixed under 3rd Pay Commission as per Department of Public Enterprises. Dr. Sanjay Roy and Shri Nikunj Kumar Srivastav being Govt. Nominee Directors are not being paid remuneration. Other terms and conditions like service contracts, notice period, severance fees, etc. are decided as per the appointment order of the Govt. of India.
The relatives of the above directors the Company may be deemed to be interested in the resolutions set out respectively for this item in the Notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the Directors and Key Managerial Personnel of the Company, their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out for this item in the Notice.
The Board of Directors recommends the resolutions set out for these items in the Notice for approval by the shareholders.
Shri Ajit Kumar Saxena, Dr. Sanjay Roy and Shri Nikunj Kumar Srivastav are interested in the resolution set out for this item in the Notice with regard to their appointments.
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61[st] Annual Report 2022-23
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DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE AGM
| Name | Shri Ajit Kumar Saxena | Dr. Sanjay Roy | Shri Nikunj Kumar Srivastav |
|---|---|---|---|
| Date of Birth / Age | 02.12.1965 (58 Years) | 16.09.1970 (53 Years) | 15.01.1973 (51 Years) |
| Date of first appointment / re-appointment on the Board |
29.12.2022 | 09.03.2023 | 10.03.2023 |
| Qualification | B. Tech, MBA | MBBS | IAS, M. Tech. (Mech. engg.), M.P.A. |
| Experience / Expertise in specific functional area |
Shri Ajit Kumar Saxena has over 36 years of experience in Steel Sector with wide experience in technical, operational and project management areas. He started his career as a Management Trainee (Technical), SAIL in 1986. He worked in various assignments in SAIL starting with Bhilai Steel Plant and worked in various positions during his long tenure in SAIL. Earlier, he has worked as Director (Operations) of RINL- Vishakhapatnam Steel Plant, Chief General Manager, Mills, IISCO, Burnpur, Steel Authority of India Ltd. He has received “Young Metallurgy of the year Award’’ for the year 2000 from Ministry of Steel, Govt. of India. |
Dr. Sanjay Roy has vast experience in administration which includes: working as Officer on Special Duty, Information Policy Planning, Ministry of Information & Broadcasting, Directorate of Field Publicity, Ministry of I&B Chandigarh–Sept 2008-May 2010 Joint Director, North West Zone Ministry of Home Affairs Government of India– May 2010- 2018 Director, Jammu & Kashmir Affairs (PMSSY & Director Medical Education) in Ministry of Health and Family Welfare Govt of India 2018- 2022 . Presently, he is Joint Secretary in Ministry of Steel, Government of India. |
Shri Nikunj Kumar Srivastava is an IAS of 1998 Batch of Madhya Pradesh Cadre. At Present, he is Principal Secretary of Mineral Resource Department of Government of Madhya Pradesh. He is having experience of more than 23 years in various fields like administration, urban development, Foreign Trade, Labour and employment, management, public policy, finance. etc. He also attended various National and International training programmes during his carrier. He got many awards like Award for Excellence in implementation of Schemes under Mahatma Gandhi NREGA from Govt. of India, State Health Award by Govt. of Madhya Pradesh. |
| Terms and conditions of appointment / re- appointment @ |
He has been appointed as Chairman & Managing Director vide order no. 4/1/2021-BLA dated 27.12.2022 for a period from the date of his assumption of charge of the post till the date of his superannuation i.e.31.12.2025, or until further orders, whichever is earlier. |
He has been appointed as Nominee Director (Govt. of India) vide order no. S-14011/1/2022-BLA dated 09.03.2023 issued by Govt. of India, Ministry of Steel with immediate effect and until further order(s) in this regard, if any. |
He has been appointed as Nominee Director (Govt. of Madhya Pradesh) vide order no. F. No.4/2/2015-BLA dated 10.03.2023 issued by Govt. of India, Ministry of Steel with immediate effect and until further order(s) in this regard, if any. |
| Relationship with other Directors, Manager and other Key Managerial Personnel of the company |
No | No | No |
| Number of Meetings of the Board attended during (During 2022-23) |
1 out of 1 | 0 out of 0 | 0 out of 0 |
| Directorship held in other Companies (As on 31.3.2023) |
NIL# | 1.Mecon Limited 2. KIOCL |
1. Madhya Pradesh Road Development Corporation Limited 2. MP Online Limited 3. Madhya Pradesh State Electronics Development Corporation Limited |
| Membership / Chairmanship of Committees across other Companies* |
NIL | NIL | NIL |
| No. of Shares held | NIL | NIL | NIL |
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Notice - 61[st] AGM
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| Name | Shri Rakesh Tumane | Shri M.M. Abdulla |
|---|---|---|
| Date of Birth / Age | 20.08.1970 (53 Years) |
12.08.1966 (57 Years) |
| Date of first appointment / re- appointment on the Board |
28.09.2017 | 10.01.2022 |
| Qualification | BE Comp Science, MBA Fin, MBA Strategy, FCMA CIMA |
A.M.I.E. in Mining Engineering, First Class Mine Managers’ Certificate of Competency (Unrestricted) under the Mines Act 1952 |
| Experience / Expertise in specific functional area |
Shri Rakesh Tumane has experience of working as Director (Finance) in “Indian Rare Earths Limited before joining MOIL as Director (Finance). Earlier, he was heading Finance Department of MTNL, Mumbai. He has vast experience in Financial Strategy, planning and Cost Management. He also has international exposure of working on projects for elite organization like BT, PLC and Vodafone PLC in the UK. He has expertise in raising Finance, Project Evaluation and Corporate Governance. He has been teaching on these topics at leading management institutes at Mumbai. |
Shri Mirza Mohammad Abdulla is a Gold medallist in Mining Engineering and holder of First Class Mine Managers’ Certificate of Competency (Unrestricted) under the Mines Act 1952 granted by the Directorate General of Mines Safety, Dhanbad. He joined MOIL as a Selected Grade Underground Mine Foreman on 15th July 1987 and served as General Manager (Mines) of MOIL before taking charge of Director (Production and Planning) of MOIL Ltd. In the last 35 years of service, he worked in almost all the Mines of MOIL in various capacities and has experience in all mining and its related activities in both underground and opencast mines such as Mine Planning, Development, Mineral Extraction, Ore Beneficiation, Quality Control, Safety Management, Ore Dispatch, e-Tendering, Contract Management, etc. Shri Abdulla was actively involved in transforming the mining operations, such as Method of Stopping, Strata Control and Mine Supports, filling in underground stopes, loading and transportation in mines, drilling and blasting, etc. from manual to mechanised/semi-mechanised state. He has attended number of national and international conferences/ seminars conducted by various agencies. He got National Safety Awards, Safety Week Awards and Mine Environment and Mineral Conservation Week Awards for the mines under his charge as Mine Manger. |
| Terms and conditions of appointment / re- appointment @ |
He has been appointed as Director (Finance) vide order no. F. No. F.No.4/1/2016-BLA dated 13.09.2017 for 5 year which has been further extended his tenure for another period of 5 years or until further order, whichever is earlier vide order No.4/1/2016-BLA dated 09.11.2022 |
He has been appointed as Director (Production & Planning) vide order No.4/1/2020-BLA dated 10.01.2022 and further order(s). |
| Relationship with other Directors, Manager and other Key Managerial Personnel of the company |
No | No |
| Number of Meetings of the Board attended during (During 2022-23) |
6 out of 6 | 6 out of 6 |
| Directorship held in other Companies (As on 31.3.2023) |
NIL | NIL |
| Membership / Chairmanship of Committees across other Companies* |
NIL | NIL |
| No. of Shares held | NIL | NIL |
@ MOIL, being a Govt. Company, all the appointments are made and terms & conditions thereto are fixed by the Govt. of India.
- Membership/Chairmanship of Audit Committee and Stakeholders’ Relationship Committee of other Companies has been considered.
Ministry of Steel, Government of India assigned additional charge of the post of CMD, MECON Limited to Shri Ajit Kumar Saxena, and he assumed additional charge of CMD MECON Limited w.e.f.18.08.2023.
The details regarding remuneration have been given in Corporate Governance Report.
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61[st] Annual Report 2022-23
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~~Proxy form~~
[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/Client Id/DPID | :……………………..………………………………………………………………………………………......................................................................... |
| No. of Shares | :……………………..………………………………………………………………………………………......................................................................... |
| I/We, being the member of the above named company, hereby appoint | |
| Name | :……………………..………………………………………………………………………………………......................................................................... |
| Address | :……………………..………………………………………………………………………………………......................................................................... |
| E-mail Id | :……………………..………………………………………………………………………………………......................................................................... |
| Signature | :……………………..………………………………………………………………………………………......................................................................... |
| or failing him/her | |
| Name | :……………………..………………………………………………………………………………………......................................................................... |
| Address | :……………………..………………………………………………………………………………………......................................................................... |
| E-mail Id | :……………………..………………………………………………………………………………………......................................................................... |
| Signature | :……………………..………………………………………………………………………………………......................................................................... |
| or failing him/her | |
| Name | :……………………..………………………………………………………………………………………......................................................................... |
| Address | :……………………..………………………………………………………………………………………......................................................................... |
| E-mail Id | :……………………..………………………………………………………………………………………......................................................................... |
| Signature | :……………………..………………………………………………………………………………………......................................................................... |
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 61[st] Annual General Meeting of the Company to be held on Thursday, 21[st] September, 2023 at 3:30 p.m. at Radisson Blu Hotel, 7 Wardha Road, Nagpur 440015 and at any adjournment thereof in respect of such resolutions as are indicated below:
| No. | Resolution | For* |
Against* ~~I~~ |
|---|---|---|---|
| Ordinary Business | |||
| 1 | To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2023 together with the Reports of the Board of Directors, the Auditors thereon and Comments of the Comptroller & Auditor General of India |
||
| 2 | To declare Final Dividend ofH0.69per equityshare for theyear ended March 31,2023 | ||
| 3 | To consider continuation of the appointment of Shri. Rakesh Tumane,Director(Finance) (DIN: 06639859) | ||
| 4 | To consider continuation of the appointment of Shri. M.M. Abdulla,Director(Prod. & Plng.) (DIN: 09388832) | ||
| 5 | To authorise the Board of Directors to fix remuneration of Statutory Auditors of the Company for the financial year 2023-24 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India |
||
| Special Business | |||
| 6 | To ratifythe Cost Auditor’s remuneration | ||
| 7 | To consider continuation of the appointment of Shri Ajit Kumar Saxena, Chairman-cum-Managing Director (DIN:08588419),as Chairman-cum-ManagingDirector |
||
| 8 | To consider continuation of the appointment of Dr. Sanjay Roy, Nominee Director (Govt. of India) (DIN:10045280),as a Nominee Director |
||
| 9 | To consider continuation of the appointment of Shri Nikunj Kumar Srivastav, (DIN: 02008508), as a Nominee Director(Govt. of Madhya Pradesh) |
||
| Signed this …..day of…….., 2023 …………………………………. ………………………………….. Signature of Proxy holder(s) Signature of shareholder Please affixH1 Revenue Stamp • |
|||
| Please affixH1 Revenue Stamp • |
Note: 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) *This is only optional. Please put ‘X’ in the appropriate column against the resolution indicated in the box. If you leave ‘For’ or ‘Against’ column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate
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Notice - 61[st] AGM
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ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Member/Proxy_______________ (First) (Middle) (Surname)
I hereby record my presence at the 61[st] Annual General Meeting of the Company to be held on Thursday, 21[st] September, 2023 at 3:30 pm at Radisson Blu Hotel, 7 Wardha Road, Nagpur 440015.
Folio / Client ID DP ID Nos. No. of Shares held
______ (Signature of Member/Proxy)
ROUTE MAP OF 61[st] AGM VENUE
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