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MOIL Limited — Proxy Solicitation & Information Statement 2022
May 7, 2022
61480_rns_2022-05-07_6510bfda-0ff8-46c0-aabc-af780272f3f4.pdf
Proxy Solicitation & Information Statement
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Website: www.moil.nic.in, E-Mail ID: [email protected], Ph.: 0712-2806182, Fax: 0712-2591661, CIN: L99999MH1962GOI012398
| CS/NSE-BSE/2022-23/ 36 | Date: 07.05.2022 |
|---|---|
| To, | To, |
| The GM (Listing), | Listing Department |
| ~ational Stock Exchange of India Ltd, | BSE Limited |
| Exchange Plaza, Plot No.C-1, G Block, | Phiroze Jeejeebhoy Towers |
| Bandra Kurla Complex, Bandra (East), | Dalal Street |
| Mumbai - 400053 | Mumbai- 400001 |
Dear Sir/Madam,
Subject: Postal Ballot Notice- Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice dated May 07, 2022 (the "Notice") together with Explanatory Statement, seeking approval of the Members by passing the special resolution in respect of appointment of Dr. Archana Majumdar (DIN-09550555) as Independent Director of the Company, as set out in the Notice.
Pursuant to Section 110 of the Companies Act, 2013 (the "Act"), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the "Rules") and General Circulars No. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020 and 10/2021 dated June 23, 2021 and 20/2021 dated 08 December, 2021 issued by the Ministry of Corporate Affairs (the "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations, the Company has sent the Postal Ballot Notice on Saturday, May 07, 2022, to all those Members whose names appear in the Register of Members as on the cut-off date i.e. Friday, April 29, 2022 and who have registered their e-mail address with Company (in respect of shares held in physical form) and/or with their Depository Participants (in respect of shares held in dematerialized form) and made available to the Company by the respective Depositories. In terms of MCA Circulars, the communication of the assent or dissent of the members would take place only through the remote e-voting system.
The Company has engaged the services of "National Securities Depositories Limited" ("NSDL") for providing remote e-voting facility to all its Members. The cut-off date for entitlement of voting is Friday, April29, 2022. The remote e-voting will commence on Tuesday, lOth May, 2022 (9.00 a.m. IST) and shall end on Wednesday, gth June, 2022 (5.00 p.m. IST). The results of postal ballot will be declared on or before Friday, 1oth June, 2022.
The Postal Ballot Notice, together with Explanatory Statement is also available on the website of the Company at www.rnoil.nic.in.
You are requested to please take a note of the above.
Thanking you,
For
Neeraj utt Pandey Company Secretary cum Compliance Officer
Encl: as above

MOIL LIMITED (A Government of India Undertaking) Registered & Corporate Office: MOIL Bhawan, 1- A, Katol Road, Nagpur - 440013, Maharashtra. CIN: L99999MH1962GOI012398 Contact Person: Shri Neeraj Dutt Pandey, Company Secretary & Compliance Officer Tel: 0712 - 2806208 / 154 |Fax: 0712 - 2591661 |Email: [email protected] |Website: www.moil.nic.in
POSTAL BALLOT NOTICE
(Pursuant to section 110 of the Companies Act, 2013 read with rule 20 and 22 of the Companies (Management and Administration) rules, 2014)
Dear Members,
Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 (the "Companies Act"), and other applicable provisions, if any, of the Companies Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") and read with the General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020 and 10/2021 dated June 23, 2021 and 20/2021 dated 08 December, 2021, issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), that the resolution appended below for seeking approval for appointment of Dr. Archana Majumdar (DIN-09550555) as Independent Director, is proposed to be passed as an special resolution by the Members of MOIL Limited ("Company") through Postal Ballot by voting through electronic means ("remote evoting").
In compliance with the aforesaid MCA Circulars, this postal ballot notice ("Notice" / "Postal Ballot Notice") is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and the communication of assent/ dissent of the Members on the resolution will only take place through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the notes to receive this Postal Ballot and login ID and password for remote e-voting. .
An explanatory statement pursuant to Sections 102 and 110 of the Companies Act and other applicable legal provisions of the Companies Act pertaining to the said Resolution setting out the material facts and the reasons thereof, are also appended hereto for your consideration.
Pursuant to Rule 22(5) of the Management Rules, the Company has appointed Shri CS Bhojraj Wakodikar a Practicing Company Secretary (C.P. No. 8509) as the scrutinizer (the "Scrutinizer") to conduct the Postal Ballot voting through remote e-voting process in a fair and transparent manner.
The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, 10th May, 2022 and ends at 5.00 p.m. (IST) on Wednesday, 8th June, 2022. In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote evoting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on 8 th June, 2022 (the last day to cast vote electronically) to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholders
The Scrutinizer shall after conclusion of the voting through remote e-voting unblock the votes cast through remote e-voting. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Friday, 10th June, 2022 and intimated to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges"), where the equity shares of the Company are listed and would be available on their website at www.bseindia.com and www.nseindia.com, respectively. Additionally, the results will also be uploaded on the Company"s website www.moil.nic.in and on the website of National Securities Depository Limited (NDSL) (Agency appointed for providing e-voting platform) i.e. at https://www.evoting.nsdl.com.
SPECIAL BUSINESS:
1. APPROVAL OF SHAREHOLDERS FOR APPOINTMENT OF DR. ARCHANA MAJUMDAR (DIN-09550555) AS INDEPENDENT DIRECTOR.
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to Order No.1(1 0)/2015-BLA(Vol-V)(Pt.) dated 23.03.2022 issued by the Ministry of Steel, acting on behalf of President of India and subject to the provisions of Section 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 and Regulation 17 (1C) and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointment of Dr. Archana Majumdar as Independent Director, on the Board of MOIL on such terms & conditions and remuneration as may be fixed by the Govt. of India from time to time, be and is hereby approved w.e.f. 28.03.2022 (i.e. from the date of registration in database of Independent Directors and allotment of DIN as per requirement of under Section 150 and Section 152 of the Companies Act, 2013) till 22.03.2025, or until further orders, whichever is earlier."
By Order of the Board of Directors
For MOIL Limited
Neeraj Dutt Pandey Company Secretary & Compliance Officer
Place: Nagpur Date: 07.05.2022
NOTES:
-
- The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act read with Rule 22 of the Management Rules stating material fact sand reasons for the proposed resolution is annexed hereto.
-
- In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 29 th April, 2022 ("Cut-off Date") received from the Depositories and email address registered with the Company/Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
-
- Members may note that this Postal Ballot Notice will also be available on the Company"s website, www.moil.nic.in, websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited, www.bseindia.com and National Stock Exchange of India Limited, www.nseindia.com and on the website of NSDL (Agency for providing e-voting platform) i.e. at https://www.evoting.nsdl.com.
-
- Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners on the Cut-Off Date will only be considered eligible for the purpose of evoting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.
-
- Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
-
- Pursuant to Sections 108, 110 and other applicable provisions of the Companies Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of NSDL as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.
-
- The remote e-voting period commences from 9.00 a.m. (IST) Tuesday, 10th May, 2022 and ends at 5.00 p.m. (IST) on Wednesday, 8th June, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
-
- The documents referred to in the Notice and the Explanatory Statement are available on the website of the Company www.moil.nic.in to facilitate online inspection until last date of remote e-voting. Members seeking to inspect such documents can send an email to [email protected].
-
- The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e Wednesday, 8th June, 2022.
Voting through electronic means:
The details of the process and manner for remote e-voting are explained herein below:
- (a) Pursuant to the provisions of Section 108, 110 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), and the Circulars issued by the Ministry of Corporate Affairs and SEBI, the Company is providing facility of remote evoting to its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Members.
- (b)The remote e-voting period commences from 9.00 a.m. (IST) Tuesday, 10th May, 2022 and ends at 5.00 p.m. (IST) on Wednesday, 8th June, 2022. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 29th April, 2022, may cast their vote by remote e-voting. The remote e-voting module shall be disabled/ blocked by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Remote e-voting shall not be allowed beyond the said date and time.
- (c) The process and manner for remote e-voting are explained herein below: Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting 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.
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
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 options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting 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 at https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
|
| 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under "Shareholder/Member" section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held 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 options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e Voting period. |
Login method for Individual shareholders holding securities in demat mode is given below:
| Individual Shareholders holding securities in demat mode with CDSL |
1. | Existing users who have opted for Easi / Easiest, they can login through their 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 www.cdslindia.com and click on New System Myeasi. |
|---|---|---|
| 2. | After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e Voting service provider i.e. NSDL. Click on NSDL to cast your vote. |
|
| 3. | If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration |
|
| 4. | Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. |
|
| 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. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the 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. NSDL and CDSL.
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders |
Members facing any technical issue in login can contact NSDL | |
| holding securities in demat | helpdesk by sending a request at [email protected] or call at toll |
|
| mode with NSDL | free no.: 1800 1020 990 and 1800 22 44 30 | |
| Individual Shareholders | Members facing any technical issue in login can contact CDSL | |
| holding securities in demat | helpdesk by sending a request at |
|
| mode with CDSL | [email protected] or contact at 022- 23058738 or |
|
| 022-23058542-43 | ||
B) Login Method 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?
-
- 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/Creditor" section.
-
- 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.
| Manner of holding shares i.e. Demat | Your User ID is: |
|---|---|
| (NSDL or CDSL) or Physical | |
| a) For Members who hold shares in | 8 Character DP ID followed by 8 Digit Client ID |
| demat account with NSDL. | 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 | 16 Digit Beneficiary ID |
| demat account with CDSL. | For example if your Beneficiary ID is |
| 12** then your user ID is |
|
| 12** | |
| c) For Members holding shares in | EVEN Number followed by Folio Number |
| Physical Form. | registered with the company |
| For example if folio number is 001*** and | |
| EVEN is 101456 then user ID is 101456001*** |
-
Your User ID details are given below :
-
- Password details for shareholders other than Individual shareholders are given below:
- a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
-
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.
-
c) How to retrieve your "initial password"?
- (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".
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
-
- If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
- 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.
- b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
- c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
- 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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- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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- Now, you will have to click on "Login" button.
-
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically 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.
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- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
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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 [email protected] 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.
-
- 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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- 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or Ms. Pallavi Mhatre, Manager NSDL 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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- 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].
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- In case shares are held in demat mode, please provide DPID-CLID (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 for Individual shareholders holding securities in demat mode.
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- 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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- 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.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE
The President of India acting through Ministry of Steel vide Order No.(10)/2015-BLA(Vol-V)(Pt.) dated 23.03.2022 has appointed Dr. Archana Majumdar as Independent Director for a period of three years from the date of notification of the appointment, or until further orders, whichever is earlier.
As per Rule 6(1)(b) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 read with section 150 of the Companies Act, 2013 a person who intends to get appointed as an independent director in a company shall, before such appointment, apply online to the Indian Institute of Corporate Affairs (IICA) for inclusion of his/her name in the data bank. Further, As per the section 152 of the Companies Act, 2013, no person shall be appointed as a director of a company unless he/she has been allotted the Director Identification Number (DIN). Since Dr. Archana Majumdar got registered in database of Independent Director maintained by IICA as per requirement of Section 150 of the Companies Act, 2013 and DIN has been allotted on 28.03.2022. Hence her appointment shall be effective from 28.03.2022. Accordingly, Board of Directors took on record her appointment w.e.f. 28.03.2022.
As per Regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
Further, as per regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution
In view of provisions of Regulation 17 (1C) and Regulation 25, the company has to take approval of shareholders on or before 27.06.2022 (i.e. within a time period of three months from the date of appointment) for appointment of Dr. Archana Majumdar by a special resolution.
Pursuant to Section 152 of the Companies Act, 2013, Dr. Archana Majumdar has given consent to act as Directors of the Company, and have also given requisite Notices/disclosures pursuant to provision of the Companies Act 203. She also possesses appropriate skills, expertise and competencies in the context of the Company s businesses.
Dr. Archana Majumdar and her relatives are interested in this Resolution. None of the other 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
Brief resume of Dr. Archana Majumdar is attached and forming part of this notice as Annexure I.
By Order of the Board of Directors For MOIL LIMITED
Neeraj Dutt Pandey Company Secretary & Compliance Officer
Place: Nagpur Date: 07.05.2022
| Name | Dr. Archana Majumdar |
|---|---|
| Date of Birth/Age | 01.01.1961, 61 years |
| Date of First Appointment/Re | 28.03.2022 |
| appointment | |
| Qualification | M.B.B.S, M.D.(Alternate Medicine) |
| Experience /Expertise in specific | Dr. Archana Majumdar is an M.B.B.S from NRS Medical College & |
| Functional area | Hospital, Kolkata, She has also done various courses such as |
| Residency & House staff, senior resident, from NRSMCH, |
|
| M.D.(Alternate Medicine) from Alternative Medicine, sponsored by | |
| Ministry of Health and Family Welfare (MOHFW), Hospital |
|
| Administration Certified Course organized by WHO, Disaster Management sponsored by MOHFW(GOI) Certified Course |
|
| organized by WHO. | |
| She is Central Health Service Cadre of 1985 Batch. She has more than | |
| 30 years of experience in Office & Public Administration, Research & | |
| Management and Service at MOHFW. She has also worked in | |
| different capacities at various levels in the Govt. departments, such as | |
| Regional Leprosy Training & Research Institute (RLTRI) Gouripur, | |
| Bankura, WB, SMO, CMO, CGHS (MOHFW). She has served as | |
| Chairperson of Internal committee on Sexual Harassment at Work | |
| Place, in Eastern Region, Govt. of India. Currently she is serving as an Editor-In-Chief in Indian Medical Journal and Vice President of |
|
| Bharat Scouts & Guides W.B. | |
| Terms and conditions of |
She has been appointed as Independent Director of MOIL Ltd vide |
| appointment / re-appointment | order No. 1(10)/2015-BLA(Vol-V)(Pt.) dated 23.03.2022 from |
| 28.03.2022 (i.e. from the date of registration in database of | |
| Independent Directors and allotment of DIN as per requirement of | |
| under Section 150 and Section 152 of the Companies Act, 2013) till | |
| 22.03.2025, or until further orders, whichever is earlier. | |
| Relationship with other |
No |
| Directors, Manager and other Key Managerial Personnel of |
|
| the company | |
| Number of Meetings of the |
No |
| Board attended during (During | |
| 2021-22) | |
| Directorship held in other |
NIL |
| Companies (Listed / Unlisted) | |
| including listed entities from |
|
| which he has resigned in the past | |
| three years (As on date of notice) |
|
| Membership / Chairmanship of Committees across other |
NIL |
| Companies* (Listed / Unlisted) | |
| No. of Shares held | NIL |