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Page Industries Ltd. — AGM Information 2024
Jul 12, 2024
62181_rns_2024-07-12_06a89562-fe2b-4967-bbd1-78649637fa80.pdf
AGM Information
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12 July 2024
The Secretary The Secretary Corporate Relationship Dept. National Stock Exchange of India The Bombay Stock Exchange Limited Rotunda Building Exchange Plaza, Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Mumbai – 400 001 Mumbai – 400 051
Dear Sir,
Sub: 29[th] AGM Notice
The twenty-eighth Annual General Meeting (“AGM”) of the Company will be held on Thursday, 8 August 2024 at 11.30 a.m. IST through Video Conferencing/ Other Audio Visual Means.
Pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we herewith enclose the 28[th] AGM Notice which is being sent today only through electronic mode to the Members.
The said Notice is also available on the website of the Company.
Thanking you, Yours faithfully, For Page Industries Limited Digitally signed by MURUGESH C Date: 2024.07.12 16:44:40 MURUGESH C +05'30' Murugesh C Company Secretary Encl: as above
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Corporate & Registered Office: Cessna Business Park, Tower-1, 7[th] Floor,Umiya Business Bay, Varthur Hobli, Outer Ring Road, Bengaluru - 560103. Ph: 080 - 4945 4545, Fax: 080 - 4946 5700 www.jockey.in | e-mail : [email protected] | CIN#: L18101KA1994PLC016554
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the 29[th] Annual General Meeting (“AGM”) of Members of Page Industries Limited will be held on Thursday, 8 August 2024 at 11:30 AM IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business. The venue of the meeting shall be deemed to be the registered office of the Company.
Ordinary Business:
1. Adoption of financial statement
To receive, consider and adopt the audited financial statement for the financial year ended 31 March 2024, the Reports of the Board of Directors and the Auditors thereon.
2. Appointment of Director
To appoint a Director in the place of Mr. Ramesh Genomal [DIN: 00931277] who retires by rotation and being eligible, offers himself for re-appointment.
3. Appointment of Director
To appoint a Director in the place of Mr. Rohan Genomal [DIN: 06970529] who retires by rotation and being eligible, offers himself for re-appointment.
Special Business:
4. Amendment in terms of appointment of Mr. V S
Ganesh, Managing Director
To consider and if thought fit to pass the following resolution as an Ordinary Resolution:
RESOLVED that pursuant to the recommendation of the Nomination and Remuneration Committee, approval of the Board of Directors and pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions if any, of the Companies Act, 2013 or statutory modification or amendment or reenactment thereof, read with Schedule V of the Act, further pursuant to SEBI (LODR) Regulation 2015 and in partial modification of the resolution passed by the members through Postal Ballot on 8 April 2022, consent of the shareholders be and is hereby
accorded to amend in the terms of appointment of Mr. V S Ganesh [DIN 07822261], to the extent of altering the Variable Pay (VP) component of 30% which shall be integrated into the appropriate fixed salary components while ensuring that such amendment does not impact the total remuneration of the Managing Director and this amendment (i) be effective from the financial year 2024-25 and (ii) will not alter target-based incentives available to him as a part of his remuneration.
RESOLVED further that all other terms and conditions of the appointment of Mr. Ganesh V S, Managing Director shall remain unchanged and shall continue to be in force.
RESOLVED further that the Board be and is hereby authorized to do and perform all such acts, matters, deeds and things, as may be necessary, without further referring to the members of the Company as may be necessary and expedient to give effect to the aforesaid resolution.
5. Amendment in terms of appointment of Mr. Shamir Genomal, Deputy Managing Director
To consider and if thought fit to pass the following resolution as an Ordinary Resolution:
RESOLVED that pursuant to the recommendation of the Nomination and Remuneration Committee, approval of the Board of Directors and pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions if any, of the Companies Act, 2013 or statutory modification or amendment or reenactment thereof, read with Schedule V of the Act, further pursuant to SEBI (LODR) Regulation 2015 and in partial modification of the resolution passed by the members at 28[th] Annual General Meeting of the Company held on 10 August 2023, consent of the shareholders be and is hereby accorded to amend in the terms of appointment of Mr. Shamir Genomal [DIN: 00871383], to the extent of altering the Variable Pay (VP) component of 30% which shall be integrated into the appropriate fixed salary components while ensuring that such amendment does not impact
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the total remuneration of the Deputy Managing Director and this amendment (i) be effective from Financial Year 2024-25 and (ii) will not alter targetbased incentives available to him as a part of his remuneration.
RESOLVED further that all other terms and conditions of the appointment of Mr. Shamir Genomal, Deputy Managing Director shall remain unchanged and shall continue to be in force.
RESOLVED further that the Board be and is hereby authorized to do and perform all such acts, matters, deeds and things, as may be necessary, without further referring to the members of the Company as may be necessary and expedient to give effect to the aforesaid resolution.
6. Remuneration under Section 197(1) of the Companies Act, 2013
To consider and if thought fit to pass the following resolution as an Ordinary Resolution:
RESOLVED that pursuant to provisions of Section 197(1)(ii) and other applicable provisions, if any, of the Companies Act, 2013, approval of the Company be and is hereby accorded for the payment of a sum not exceeding 18 million ( Eighteen million only), (excluding sitting fees) subject to the limit prescribed in the Companies Act, 2013, to be paid to and distributed amongst the Directors of the Company or some or any of them (other than Managing Directors / Whole-time Directors) in such amounts, subject to such ceiling and in such manner and in such respects as may be decided by the Board of Directors and such payments shall be made for the financial year 2024-25.
By Order of the Board Bangalore Murugesh C 23 May 2024 Company Secretary
Registered Office:
Cessna Business Park, Tower-1, 7th Floor, Umiya Business Bay, Varthur Hobli, Outer Ring Road, Bangalore – 560103. Ph: 080 - 49454545
www.jockey.in [email protected] CIN#: L18101KA1994PLC016554
Explanatory statement pursuant to Section 102 (1) of the Companies Act, 2013 annexed to the notice:
Item Nos. 4 & 5
The members of the Company had approved the appointment of (i) Mr. Ganesh V S as Managing Director of the Company and the terms of remuneration payable to him for a period of 5 years from 1 June 2022, through postal ballot on 8 April 2022 and (ii) Mr. Shamir Genomal as Deputy Managing Director of the Company and the terms of remuneration payable to him for a period of 5 years from 1 September 2023, at the 28th Annual General Meeting.
While approving the terms of appointment, the Company offered salary packages comprising Variable Pay (VP) for employees holding positions of Assistant Manager and above, ranging from 10% to 30% of the CTC (grades commencing from Assistant Manager to Managing Director). The VP was paid annually based on the overall performance of the company for the relevant period.
The Company after obtaining concurrence from the Nomination and Remuneration Committee (NRC), has proposed to simplify and make the salary structure of the employees more attractive by remodelling it. The management aims to integrate the VP component into appropriate fixed salary components while ensuring that such remodelling does not impact the total CTC of the employee. This remodelling will be effective from the financial year 2024–25 and will not alter any targetbased incentives available to certain employees as a part of their remuneration.
Though the proposal for remodelling will not impact the remuneration of the Managing Director and Deputy Managing Director, the same may be considered as a variation in the terms of appointment of the said managerial personnels.
The NRC at its meeting held on 23 May 2024 recommended an amendment in the terms of appointment of the Managing Director and Deputy Managing Director as stated in the resolution. Pursuant to such a recommendation, the Board of Directors at its meeting held on 23 May 2024 approved the amendment, subject to shareholders’ approval.
All other terms and conditions relating to the appointment and remuneration of the Managing Director and Deputy Managing Director as approved earlier by the members remain unchanged, barring integrating the VP into appropriate fixed components.
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The resolutions seek the approval of the members in terms of Sections 196, 197, 198, and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder for the amendment in terms of appointment of the Managing Director and Deputy Managing Director.
The Board of Directors recommends the resolutions..
Details of remuneration paid to Managing Director and Deputy Managing Director during the financial year 2023-24 have been disclosed in the Corporate Governance Report.
The details provided in the resolution and explanatory statement may be treated as written memorandum setting out the terms of the appointment of Mr. V S Ganesh and Mr. Shamir Genomal under section 190 of the Companies Act 2013.
Interest of Directors:
Mr. V S Ganesh may be deemed to be concerned or interested, financially or otherwise, to the extent of his remuneration as a director in the said resolution.
Mr. Shamir Genomal is concerned or interested, financially or otherwise, to the extent of his shareholding and remuneration as a director. Mr. Shamir Genomal is son of Mr. Sunder Genomal, Chairman and brother of Mr. Rohan Genomal, Director of the Company are also concerned or interested in the said resolution.
Save and except for the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions.
Item No. 6
Section 197(I)(ii) of the Companies Act, 2013 authorizes the payment of remuneration to a Director, who is neither a Whole-time Director nor a Managing Director of a Company, if the Company authorizes such payment by an ordinary resolution. In view of the increased activities of the Company and the responsibilities of Non-Whole time Directors/Independent Directors under SEBI (LODR) Regulation 2015 as well as under the Companies Act, 2013, it is proposed to pay remuneration as mentioned in the resolution and such remuneration shall be distributed amongst the Directors (excluding Managing/ Whole-time Directors) as may be determined by the Board in the quantum, the proportion and the manner as the Board may decide from time to time, such that the amount of remuneration to each Director may vary depending on the responsibilities as Member / Chairman of the Board, Member / Chairman of any Committee(s) of the Board and /or all other relevant factors.
The said remuneration shall be payable for the year 2024-25 after the annual accounts are approved by the Board of Directors and adopted by the shareholders.
The above payment to Non-executive Directors will be in addition to the sitting fees payable to them for attending Board / Committee meetings.
The Board recommends an ordinary resolution for approval. The Non-Executive Directors of the Company may be deemed to be concerned or interested in the resolution to the extent of the remuneration that may be received by them.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution.
Notes:
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In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022 and September 25, 2023 (collectively referred to as “MCA Circulars”) and SEBI vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, January 15, 2021, and December 22, 2021, 13 May 2022, January 5, 2023 and October 6, 2023 have permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
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Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA / SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected]
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item No.4 to 6 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/reappointment at this AGM are also annexed.
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The Register of Members and Share Transfer Books of the Company will remain closed on 1 August 2024 for the purpose of 29[th] Annual General Meeting.
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Members are requested to note that, 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 at www.iepf.gov.in. The details of unclaimed dividend and unclaimed shares transferred to IEPF have been provided in the Corporate Governance Report under section “Shareholders Information”.
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Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Registrars and Share Transfer Agent (RTA) Link Intime India Pvt Ltd, C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400083. Tel No: 022 49186000 Fax: 022 49186060. E-mail: [email protected] in case the shares are held by them in physical form.
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As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to RTA in case the shares are held in physical form.
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Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to RTA, the details of such folios together with the share certificates for consolidating their holdings in one
folio. A consolidated share certificate will be issued to such Members after making requisite changes.
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.pageind.com, 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 on the website of NSDL https://www.evoting.nsdl.com.
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Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s Registrars and Transfer Agent M/s. Link Intime India Pvt. Ltd for assistance in this regard.
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Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
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]. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate.
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
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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 [email protected].
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Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form, are, therefore, requested to submit (PAN) to their Depository Participants with whom they are
maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar and Transfer Agents, M/s. Link Intime India Pvt. Ltd.
- Details of Directors seeking appointment/reappointment at the Annual General Meeting (Pursuant to Regulation 36(3)of the SEBI (LODR) Regulation 2015) and Secretarial Standard -2.
| Director Name | Mr. Ramesh Genomal | Mr. Rohan Genomal |
|---|---|---|
| Age | 73 | 32 |
| Director Identifcation No. | 00931277 | 06970529 |
| Date of Appointment | 15 November 1994 | 11 November 2021 |
| Expertise in Specifc Function Area | He has over four decades of experience in Textile and Garmenting Industry |
He has over a decade of experience in Garment industry |
| Qualifcation | M.B.A. | Bachelor of Science in Business Management from Babson College, USA |
| List of outside Directorship | Indian Companies: Nil Foreign Companies: 1. GTVL Mfg. Industries Inc., Philippines 2. Sprint International Inc., Philippines 3. Trigen Resources Inc., Philippines |
Indian Companies: 1. Page Garment Export Pvt. Ltd Foreign Companies: 1. Ashgen, INC., Philippines 2. Bluehouse Investments, INC., Philippines 3. Bryanston Investments, INC., Philippines |
| Chairman / Member of Committees of the Board of Directors of the Company |
NIL | Member of Corporate Social Responsibility Committee. |
| Chairman / Member of the Committees of other Companies in which he is a Director. |
NIL | NIL |
| Number of Shares held in the Company | 1674268 Shares (15.01% to the paid-up capital) |
68400 Shares (0.61% to the paid-up capital) |
| No of Board Meetings attended during the year |
NA | 4/4 |
| Relationship with other Directors | Brother of Mr. Sunder Genomal and father of Mr. Shahendar Genomal |
Son of Mr. Sunder Genomal and Brother of Mr. Shamir Genomal |
| Terms of Appointment | Provided in the concerned resolution and explanatory statement | |
| Remuneration paid during the year 2023-24 |
NIL | NIL |
| Remuneration sought to be paid | Being ordinary Business, not applicable |
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Instructions for e-voting and joining AGM
A. VOTING THROUGH ELECTRONIC MEANS:
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In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below:
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he remote e-voting period commences on 5 August 2024 (9.00 a.m. IST) and ends on, 7 August 2024 (5.00 p.m. IST). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of on 1 August 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled 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. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast 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 during the AGM..
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The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
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Those who are not a member as on the cut-off date shall treat this notice for information purpose only.
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The process and manner for remote e-voting are as under:
A. Login method for e-Voting to 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.
- Login method for Individual shareholders holding securities in demat mode is given below:
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Type of shareholders Login Method Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either holding securities in on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial demat mode with NSDL. 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 or e-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.
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- If you are 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
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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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider 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.
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Shareholders/Members can also download NSDL Mobile App “NSDL Speede” for seamless voting experience.
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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing holding securities in user id and password. Option will be made available to reach e-Voting page without demat mode with CDSL 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.
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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.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website HYPERLINK www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on HYPERLINK 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 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.
Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, in demat mode) you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to login through their NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting depository participants 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.
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Login type Helpdesk details
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| 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] or 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 at [email protected] or contact at toll free no. 1800 22 55 33 |
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B. Login method for e-Voting to Individual shareholders holding securities in demat mode and in physical mode
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i. 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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ii. 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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iii. 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.
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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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IV. 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 accounts 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 Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12** |
| c) For members holding shares in physical form. |
EVEN, followed by Folio Number registered with the company. For example, if your EVEN is 101456, and Folio Number is 001, then your User ID is 101456001 |
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v. Your password details 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 by NSDL from your mailbox. Open the email and open the attachment (it will be a .pdf file). Open the file. The password to open the file is your 8-digit client ID for your NSDL account, or the last 8 digits client ID for your 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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vi. If you have not received the ‘initial password’, or are unable to retrieve it, or have forgotten your password:
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a). Click on the ‘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). A ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option is also available on www.evoting.nsdl.com.
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c). If you are still unable to get your password following the aforesaid options, you can send a request to [email protected] mentioning your demat account number / folio number, your PAN, your name, and your registered address.
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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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vii. After entering your password, agree to the terms and conditions by checking the box.
viii. Next, click on the ‘Login’ button.
- ix. After you click on the ‘Login’ button, the homepage of e-voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
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How to cast your vote electronically on NSDL e-Voting system?
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i. 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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ii. 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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iii. Now you are ready for e-Voting as the Voting page
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opens.
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iv. 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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v. Upon confirmation, the message “Vote cast successfully” will be displayed.
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vi. 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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vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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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 at [email protected]
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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 1 August 2024.
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Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. 1 August 2024, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of
the Notice and holding shares as of the cut-off date i.e. 1 August 2024 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.
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A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date (i.e 1 August 2024) only shall be entitled to avail the facility of remote e-voting as well as participate at the AGM through VC/OAVM.
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Mr. R Vijayakumar, Practicing Company Secretary, (Membership No. FCS 6418) has been appointed for 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.
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Process for registration of email id for obtaining Annual Report and user id/password for e-voting and updation of bank account mandate for receipt of dividend:
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For Physical Holding: Send a request to the Registrar and Transfer Agents of the Company(RTA), at [email protected] providing 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) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank in which you wish to receive the dividend, b) the Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions d) 9 digit MICR Code Number, and e) 11 digit IFSC Code f) a scanned copy of the cancelled cheque bearing the name of the first shareholder.
For Demat Holding: Please contact your Depository Participant (DP) and register your email address and bank account details in your demat account, as per the process advised by your DP.
B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
- Members will be able to attend the AGM through VC / OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN for Company’s AGM. After successful login, you can see link of “VC/OAVM link” placed under
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“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.
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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. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.
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Members are requested to join the Meeting through Laptops for better experience and will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connected 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 glitches.
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Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after 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 EGM/AGM without restriction on account of first come first served basis.
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Members, who need assistance before or during the AGM, can contact NSDL on [email protected] or contact on telephone no. 022 - 4886 7000 and 022 - 2499 7000.
Procedure to raise questions / seek clarifications with respect to annual report:
- As the AGM is being conducted through VC / OAVM, members are encouraged to express their views / send their queries in advance mentioning their name, DP Id and Client Id/Folio No., e-mail id, mobile number at [email protected] to enable smooth conduct of proceedings at the AGM. Questions / Queries received by the Company on or before 5 August 2024 (5:00 p.m. IST) on the aforementioned e-mail id shall
only be considered and responded during the AGM.
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Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] before 5 August 2024 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
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Procedure for E- Voting on the day of the AGM:
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Only those members who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions by remote e-voting prior to the AGM shall be entitled to cast their vote through the e-voting system at the AGM.
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The procedure for e-voting on the day of the AGM is the same as the instructions mentioned above for remote e-voting.
Other Information:
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The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by e-voting for all those members who are present at the AGM through AC/OAVM but have not cast their votes by availing the remote e-voting facility.
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The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated 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.pageind.com 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 Stock Exchanges where the shares of the Company are listed.
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