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Oswal Greentech Limited — Proxy Solicitation & Information Statement 2025
Jul 14, 2025
60385_rns_2025-07-14_ac2b48b6-4331-48f5-99f7-04a4d938dc1e.pdf
Proxy Solicitation & Information Statement
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OGL/ND/2025
July 14, 2025
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Electronic Filing
| Department of Corporate Services/ Listing BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 Email id: [email protected] Scrip Code No.:539290 |
National Stock Exchange of India Ltd. “Exchange Plaza” Bandra-Kurla Complex, Bandra (E), Mumbai-400 051 Email id: [email protected] Trading Symbol:OSWALGREEN |
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Dear Sir/Madam
Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) – Postal Ballot Notice
Dear Sir/ Madam,
Pursuant to regulation 30 of SEBI Listing Regulations, please find attached herewith a copy of Postal Ballot Notice dated July 10, 2025, along with the explanatory statement, seeking approval of the members of the Company on the resolutions as specified in the notice, by way of remote e-voting process (“e-voting”) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities & Exchange Board of India (“SEBI”) in this regard.
Postal Ballot Notice is being sent only through electronic mode to all the members whose e- mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depository Participants / Depositories as on July 11, 2025 (‘ Cut-off Date ’).
The Company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The e-voting facility will be available during the following period:
| Commencement of e-voting: | 09:00 a.m. (IST) on Wednesday, July 16, 2025 |
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| End of e-voting: | 05:00 p.m. (IST) on Thursday, August 14, 2025 |
The Postal Ballot Notice is also available on the Company's website at www.oswalgreens.com. This is for your information and appropriate dissemination.
Thanking you.
For Oswal Greentech Limited
SONAL Digitally signed by SONAL GUPTA GUPTA Date: 2025.07.14 17:41:24 +05'30' Sonal Gupta
Company Secretary & Compliance Officer
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OSWAL GREENTECH LIMITED
CIN: L24112PB1981PLC031099
Registered Office : Near Jain Colony, Vijay Inder Nagar, Daba Road, Ludhiana-141003 (Punjab) Corporate Office: 7[th] Floor, Antriksh Bhawan, 22, Kasturba Gandhi Road, New Delhi-110001 Phone: +91-161-5002238 ; +91-11-23715242 ; Fax: +91-11-23716276 Website: www.oswalgreens.com ; Email: [email protected]
NOTICE OF POSTAL BALLOT Pursuant to Section 108 & 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014
Dear Members,
NOTICE is hereby given pursuant to the provisions of Section 108 & 110 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, General Circular No. 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs (‘MCA Circular’) for holding general meetings / conducting postal ballot process through e-voting and any other applicable law, rules and regulations that the Resolution as set out hereunder is proposed as a Special Resolution for approval by the Members of the Company by means of Postal Ballot by voting through electronic means (‘remote e-voting’) only.
SPECIAL BUSINESS:
1. Appointment of Mr. Shael Oswal (DIN: 00256956) as Director (Non-Executive Non-Independent) & Vice Chairperson of the Company
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and 161 and other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made thereunder including any statutory amendment(s), modification(s), variation(s), clarification(s) or re-enactment(s) thereof for the time being in force and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, including any amendments thereto or re-enactment thereof, for the time being in force (hereinafter collectively referred to as the “Applicable Laws”), Mr. Shael Oswal (DIN: 00256956), who was appointed by the Board of Directors on the recommendation of Nomination & Remuneration Committee as an Additional Director (Non-Executive & Non-Independent) & Vice Chairperson of the Company with effect from June 1, 2025 and who holds office upto the date of ensuing Annual General Meeting of the Company in terms of section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director (Non-Executive Non-Independent) & Vice Chairperson of the Company and whose office
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shall be liable to retire by rotation.
RESOLVED FURTHER THAT any Board of Directors or Key Managerial Personnel (KMP) of the Company be and are hereby jointly and/or severally authorized to do all such acts, deeds, matters, things and sign and file all such papers, documents, forms and writings as may be necessary and incidental to the aforesaid resolution.”
2. Amendment in the remuneration structure of Mrs. Aruna Oswal (DIN: 00988524), Whole-Time
Director & Chairperson of the Company
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a special resolution :
“RESOLVED THAT in partial modification of the shareholders resolution (special resolution) dated April 6, 2025 (through postal ballot) that related to the revision of the remuneration of Mrs. Aruna Oswal (DIN: 00988524), Chairperson and Wholetime Director of the Company and pursuant the provisions of section 196, 197 read with Schedule V and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and as recommended by the Nomination & Remuneration Committee and the Board of Directors of the Company at its meeting held on April 10, 2025, consent of the members of the Company be and is hereby accorded to amend the terms of remuneration of Mrs. Aruna Oswal by way of waiver of House Rent Allowance (HRA) as part of her remuneration package, and in lieu thereof, she shall continue to use the residential premises owned by the Company located at 3, Tilak Marg, New Delhi-110001, on the same terms and conditions as presently applicable.
RESOLVED FURTHER THAT except for the aforesaid amendment, all other terms and conditions of appointment and remuneration of Mrs. Aruna Oswal as previously approved shall remain unchanged.
RESOLVED FURTHER THAT any Board of Directors or Key Managerial Personnel (KMP) of the Company be and are hereby jointly and/or severally authorized to do all such acts, deeds, matters, things and sign and file all such papers, documents, forms and writings as may be necessary and incidental to the aforesaid resolution.”
By the Order of the Board of Directors For Oswal Greentech Limited Sd/Sonal Gupta Company Secretary M. No.: A36974
Date: July 10, 2025 Place: New Delhi
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Notes:
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The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rules 20 and 22 of the Rules, each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof, is annexed hereto and forms part of this Notice.
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In compliance with the MCA Circular, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/RTA as on July 11, 2025 (‘Cut-Off date’) and whose email addresses are registered with the Company/ RTA/ Depositories or who will register their email address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date.
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In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Company will be entitled to vote.
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Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a member on the Cut-Off date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to nonregistration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
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The Company is providing remote e-voting facility to its members, to enable Members to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in Note No. 14 of this Notice.
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The remote e-voting shall commence on Wednesday, July 16, 2025 at 09:00 a.m. (IST) and shall end on Thursday, August 14, 2025 at 05:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
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A copy of this Notice is also available on the website of the Company at www.oswalgreens.com, the website of BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com , on which the equity shares of the Company are listed and on the website of NSDL at www.evoting.nsdl.com.
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The vote in this Postal Ballot cannot be exercised through proxy.
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Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to [email protected] from their registered email addresses mentioning their name, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this Postal Ballot i.e. August 14, 2025.
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The Board of Directors has appointed Mr. Mohit Singh Kharayat, FCS 11413, Practising Company Secretary, as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and Mr. Kharayat has communicated his willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the
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Postal Ballot shall be final.
The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairperson of the Company or any person authorised by him. The results of e-voting will be announced on or before Tuesday, August 19, 2025 and displayed on the website of the Company www.oswalgreens.com and on the website of NSDL immediately after the declaration of Results by the Chairperson or any person authorized by him in writing. The results shall also be forwarded to the stock exchanges where the shares of the Company are listed.
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Those Members who have already registered their email addresses are requested to keep the same validated with their DPs/Depositories/RTA to enable serving of notices/ documents/ Annual Reports and other communications electronically to their email address in future.
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Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of email ids for evoting for the resolution set out in this notice:
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I. 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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II. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder 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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III. 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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IV. 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 to access e-Voting facility.
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Once the vote on the Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.
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The instructions for Equity Shareholders for remote e-voting are as under:
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
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.
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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. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 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 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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| 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.comand 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. Additionally, there are 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 websitewww.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.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 able to see the e-Voting option where the e-Voting is in progress and also able to directlyaccess the system of all e-VotingService Providers. |
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| 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. |
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 helpdesk by sending a request at [email protected] call at 022 - 4886 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. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
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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.
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Your User ID details are given below :
| Your User ID details are given below : | |
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| 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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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
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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 [email protected] 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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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.
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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.
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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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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 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository
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Limited, ‘A’ Wing , 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai400013, at designated email id- 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 (selfattested 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 OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD-2 AND ADDITIONAL DISCLOSURE AS REQUIRED UNDER THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER
Item No. 1
The Board of Directors, at its meeting held on May 21, 2025, based on the recommendation of the Nomination and Remuneration Committee, subject to approval of shareholders, approved the appointment of Mr. Shael Oswal (DIN: 00256956) as an Additional Director of the Company, in the category of Non-Executive Non-Independent Director & Vice-Chairperson with effect from June 1, 2025.
Mr. Shael Oswal is not disqualified from being appointed as director in terms of Section 164 of the Act. He has confirmed that he is not debarred from holding the office of a director by virtue of any order from SEBI or any such authority and has given their consents to act as Director of the Company.
The Nomination and Remuneration Committee had previously finalised the desired attributes for the selection of Director & Vice Chairperson of the Company such as experience and expertise. Basis those attributes, the Nomination and Remuneration Committee recommended the candidature of Mr. Shael Oswal.
Mr. Shael Oswal belongs to renowned Oswal Family, which is one of the fastest growing conglomerates in India having diverse interests in commodity trading and real estate activities, Mr. Oswal is wellqualified business degree holder, passionate singer, seasoned entrepreneur with over 24 years’
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experience in setting up manufacturing, real estate and trading organizations in India and across the region. He has demonstrated exceptional capabilities in establishing marketing networks in domestic as well as globally. Proven expertise in corporate governance and highly process driven approach for ultimate standardization of corporates are his highlighted strengths.
As the Director (Non-executive & Non Independent) and Vice-Chairperson of the Company, Mr. Oswal’s role is primarily supervisory and advisory with respect to overseeing the governance framework, strategic direction and operations of the Company.
The Board noted that Mr. Shael Oswal’s background and experience are aligned with the roles and capabilities identified by the Nomination and Remuneration Committee and that he is eligible for appointment as an Director & Vice-Chairperson of the Company.
Except Mr. Shael Oswal and Mrs. Aruna Oswal, no other Director and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at item no. 1 of this Notice.
Brief Profile of Mr. Shael Oswal
| S. No. | Particulars | Details |
|---|---|---|
| 1 | Name of the Director | Mr. Shael Oswal(DIN: 00256956) |
| 2. | Brief Resume | Mr. Shael Oswal is a commerce graduate from University of Delhi and belongs to renowned Oswal Family, which is one of the fastest growing conglomerates in India having diverse interests in commodity trading and real estate activities, Mr. Oswal is well-qualified business degree holder, passionate singer, seasoned entrepreneur with over 24 years’ experience in setting up manufacturing, real estate and trading organizations in India and across the region. He has demonstrated exceptional capabilities in establishing marketing networks in domestic as well as globally. Proven expertise in corporate governance and highly process driven approach for ultimate standardization of corporates are his highlighted strengths. |
| 2 | DIN | 00256956 |
| 3 | Date of Birth | 28/05/1978 |
| 4 | Age | 47 years |
| 5 | Date of First Appointment as Director | Appointed as an Additional Director, Non- Executive Non- Independent Director, w.e.f. June 1, 2025 |
| 6 | Qualification | Commerce graduatefrom DelhiUniversity |
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| 7 | Skills and capabilities required for the roleand the manner in which the Directors meet the requirements |
Mr. Shael Oswal has extensive experience in areas in setting up manufacturing, real estate and trading organizations in India and across the region. He has demonstrated exceptional capabilities in establishing marketing networks in domestic as well as globally. Proven expertise in corporate governance and highly process driven approach for ultimate standardization of corporates are his highlighted strengths. |
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| 8 | Expertise in specific functional areas | Extensive experience in areas in setting up manufacturing, real estate and trading organizations in India and across the region |
| 9 | Details of remuneration last drawn | NA |
| 11 | Shareholding in the Company as on the date of the Notice |
NIL |
| 12 | Directorships in listed Companies and other directorships |
Oswal Agro Mills Limited |
| 13 | Listed entities from which the Director has resigned from Directorship in last 3 (three) years |
NA |
| 14 | Number of Board meetings attended | 1(one) |
| 15 | Inter-se relationship with other Directors and Key Managerial Personnel of the Company |
Mr. Shael Oswal is related to Mrs. Aruna Oswal, Wholetime Director & Chairperson of the Company. |
| 16 | Membership/ Chairmanship of Committees ofother Boards |
NA |
Item No. 2
Mrs. Aruna Oswal, Chairperson and Whole-Time Director of the Company, vide her letter dated April 7, 2025, has voluntarily requested a waiver of House Rent Allowance (HRA) forming part of her remuneration and has further requested to continue to use the residential property owned by the Company situated at 3, Tilak Marg, New Delhi, in lieu of HRA.
The Board of Directors of the Company, at its meeting held on April 10, 2025, considered the proposal and approved placing the matter before the shareholders for their approval by way of postal ballot, as required under applicable provisions of the Companies Act, 2013.
The proposed change does not result in an increase in the overall remuneration of Mrs. Aruna Oswal and is in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The Board recommends the resolution set out at item no. 2 in this notice as a Special Resolution for approval of the shareholders.
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Except Mrs. Aruna Oswal and Mr. Shael Oswal along with their relatives, none of the Directors or Key Managerial Personnel, is concerned or interested, financially or otherwise, in the said resolution.
By the Order of the Board of Directors For Oswal Greentech Limited Sd/Sonal Gupta Company Secretary M. No.: A36974
Date: July 10, 2025 Place: New Delhi
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