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Pervasive Commodities Limited AGM Information 2023

May 24, 2023

63537_rns_2023-05-24_66a05fc3-4f74-463d-8bbf-6a83663f8a0c.pdf

AGM Information

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PERVASIVE COMMODITIES LIMITED (Previously known as Starvox Electronics Limited) (CIN L51909GJ1986PLC008539)

REGD. OFFICE: Phone: (079) 2274 3671 / 69430077 306, Sarthik Complex, Fax : (079) 2274 3727 Nr. Fun Republic, Iscon Cross Road, Website: https://www.pervasiveindia.com/ Satellite, Ahmedabad – 380 015. Email : [email protected]


Date: May 24, 2023

To,

The Corporate Relationship Department The Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

Dear Sir/Madam,

SUB.: Submission of Notice of AGM REF: PERVASIVE COMMODITIESLIMITED (Scrip Code: 517172)

As per the Captioned Subject, We hereby Submitting the Notice of the Annual General Meeting of the Company which will be held as on 16[th] June, 2023, Friday at 02:00 PM at the Registered of�ice of the Company.

Kindly take the same on your record.

Thanking you,

For, Pervasive Commodities Limited

DHARMESHKUM Digitally signed by DHARMESHKUMAR AR ZINABHAI ZINABHAI DATANIYA DATANIYA Date: 2023.05.24 20:35:02 +05'30'

…………………………………….. Dharmeshkumar Dataniya Managing Director DIN: 09785680

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 38[th] Annual General Meeting of the Members of M/s Pervasive Commodities Limited (“the Company”) will be held on Friday, \

at 02:00 PM at the registered office of the company situated at 306, Sarthik Complex, Nr. Fun Republic Iscon Cross Road, Satellite, Ahmedabad 380015, Gujarat, India to transact the following businesses:

Ordinary Business:

Item No 1: To consider and adopt the Audited Financial Statements for the year ended 31[st] March, 2023 and reports of the Board of Directors and the Auditors thereon and in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolution:

“RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

Item No 2: To appoint a Director in place of Mr. Dharmeshkumar Dataniya (DIN: 09785680), who retires by rotation and being eligible offers himself for re-appointment and in this regard to pass the following resolution as Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Dharmeshkumar Dataniya (DIN: 09785680) , who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company at this meeting.”

Item No 3: To Retify the Appointment of Statutory Auditor:

To ratify the appoint M/s. V S S B & Associates (Formerly known as Vishves A Shah & Co.), Chartered Accountants, Ahmedabad,(FRN : 121356W) as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting, until the conclusion of next Annual General Meeting to be held in 2024,and to fix their remuneration for the financial year ending 31[st] March, 2024.

Special Business:

Item No 4: To Increase in Authorised Share Capital of the Company

To consider and if deemed fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13, 61 & 64 or all other applicable provisions, if any read with applicable Rules made there under (including amendments or reenactment thereof), consent of shareholders of the Company be and is hereby accorded to alter and increase the Authorized Share Capital of the Company from existing INR 10,00,00,000/- (Indian Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- (Rupees Ten Only) each to INR 20,00,00,000/- (Indian Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore only) Equity Shares of INR 10/- (Rupees Ten Only) each.

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RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted by following new Clause:

“V. The Authorized Share capital of the Company is INR 20,00,00,000/- (Indian Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore only) Equity Shares of INR 10/- (Rupees Ten Only) each.”

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents filing with Ministry of Corporate Affairs/ Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution."

Item No 5: To issue the equity shares on preferential basis:

To consider and, if thought fit, to pass, with or without modification(s), the following Special Resolution:

“RESOLVED THAT pursuant to provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI (ICDR) Regulations, 2018”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the rules, regulations, notifications and circulars issued thereunder and other applicable law including any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by the Government of India, the Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs, the respective stock exchanges where the equity shares of the Company are listed (“Stock Exchanges”), and or any other competent regulatory authority and in accordance with the uniform listing agreements entered into with the Stock Exchanges and in accordance with the enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary or required from regulatory or other appropriate authorities, including but not limited to the Stock Exchanges and SEBI and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approval, consents, permissions and sanctions and which terms may be agreed to by the Board of Directors of the Company (hereinafter referred to as “the Board” which expression shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution) and subject to such terms, conditions and modifications as the Board may in its discretion impose or agree to, the Board be and is hereby authorized to create, issue, offer and allot by way of Preferential Allotment, upto 1,99,04,780 Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each at a rate of INR 10/- each aggregating to INR 19,90,47,800/- (Indian Rupees Nineteen Crores Ninety Lakhs FortySeven Thousand Eight Hundred only) to Strategic Investors (Non-Promoters), on preferential allotment basis in compliance with Chapter V of SEBI (ICDR) Regulations, 2018 and subsequent amendments thereto & on such terms and conditions and in such manner as the Board may in its absolute discretion deem fit, to the following persons/entities as mentioned below : ;

Sr.
No.
Name of the proposed Allottee No. of Equity
shares to be
allotted
PAN Category
1 MUKESHBHAI
SHANKARLAL DATANIYA
996000 HBIPD0854D Non-Promoter

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2 SHARMILABEN 996000 Non-Promoter
ROHITKUMAR DATANIYA INJPD5094R
3 ZALA MONU 996000 Non-Promoter
MAHENDRABHAI AECPZ4023L
4 BHIKHAJI THAKOR 996000 CEDPT0403B Non-Promoter
5 HANSABEN DHANKA 996000 EETPD5797G Non-Promoter
6 AJIT THAKOR 996000 BQUPT6832J Non-Promoter
7 CHAHUAN JYOTIBEN 996000 Non-Promoter
RAJESHBHAI BYGPC7685E
8 TARUNKUMAR MAKWANA 996000 BBPPM8270B Non-Promoter
9 DALJEET SINGH 996000 EVPPB4988G Non-Promoter
10 BHIMA TAHKOR 996000 AQIPT7574N Non-Promoter
11 ROHIT SHANKARBHAI 995000 Non-Promoter
SOLANKI FJMPS8942F
12 MISHRA JAY PRAKASH 995000 Non-Promoter
RAJDHAR BLMPM1697R
13 RAMESH VANZARA 995000 CGAPV4169B Non-Promoter
14 ASHOKKUMAR VELJIBHAI 995000 Non-Promoter
MANIYAR ACHPM1188N
15 SHAILESH RATNABHAI 994780 Non-Promoter
PATEL AFVPP6508C
16 VIRAL KIRANBHAI SHAH 994000 AFQPS2956A Non-Promoter
17 SHREE VAINKATESHWAR 994000 Non-Promoter
FINSTOCK PRIVATE
LIMITED AAGCS6077A
18 HETALBEN DATANIYA 994000 HWUPD7913N Non-Promoter
19 TECHNO CLARE INFOWAYS 994000 Non-Promoter
PVT LTD AAGCT7985C
20 DOXTREC TRADE PRIVATE 994000 Non-Promoter
LIMITED AAICD3276E
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RESOLVED FURTHER THAT:

  • i. The Relevant Date for the purpose of pricing of issue of Equity Shares in accordance with the Regulation 161 of SEBI (ICDR) Regulations, 2018 (as amended) be fixed as 17th May, 2023 to consider the proposed preferential issue of Equity Shares.

  • ii. The Equity Shares as may be offered, issued, and allotted in accordance with the terms of this resolution, shall be in dematerialised form.

  • iii. The Equity Shares to be allotted shall rank pari passu in all respects with the existing Equity Shares of the Company, including dividend.

  • iv. The Equity Shares shall be issued and allotted by the Company to the Proposed Allottees within a period of 15 days from the date of passing of this special resolution provided that where any approval or permission by any regulatory authority or the Central Government or the Stock Exchanges is pending, the allotment shall be completed within a period of 15 days from the date of such approval or permission, as the case may be in compliance with Regulation 170 of the SEBI (ICDR) Regulations, 2018.

RESOLVED FURTHER THAT the Equity Shares to be offered, issued and allotted shall be subject to lock in for such periods as prescribed in Regulation 167 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

RESOLVED FURTHER THAT the Equity Shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT subject to the SEBI (ICDR) Regulations, 2018 and other applicable laws the Board be and is hereby authorised to decide and approve the other terms and conditions of the issue of the above-mentioned Equity Shares and to vary, modify or alter the terms and conditions and

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size of the issue, as it may deem expedient, without being required to seek any further consent or approval of the Company in a General Meeting.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifications in the proposal as may be required by the agencies involved in such issues but subject to such conditions as the Reserve Bank of India (RBI) / Securities and Exchange Board of India (SEBI) and/ or such other appropriate authority may impose at the time of their approval as agreed by the Board.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized on behalf of the Company to take all such actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient and to settle any question, difficulties or doubts that may arise in this regard including but not limited to the offering, issue and allotment of Equity Shares of the Company as it may in its absolute discretion deem fit and proper.

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or to any Officer or Officers of the Company to give effect to this resolution including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoint any professional advisors, consultants, advocates and advisors to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this connection.”

Item No 6: To appoint Managing Director, Mr. Dharmesh Kumar Dataniya (DIN: 09785680) as a Managing Director of the company:

To consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152, 161, 196, 197, 203, 2 (51), Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereto), and recommendation of the Nomination & Remuneration Committee, Mr. Dharmesh Kumar Dataniya (DIN: 09785680), who was appointed as the Managing Director of the Company for the period of 5 consecutive years w.e.f. 10th November, 2022 and in terms of Section 161 of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act proposing his candidature for the office of the Director, he and hereby appointed as a Managing Director of the Company, liable for retire by rotation."

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

Item No 7: To Regularize an additional Independent Director, Ms. Vishakha Shah (DIN: 09711526) as an Independent Director of the company:

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To consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to provision of Section 149, 150, 152 read with Schedule IV the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Ms. Vishakha Shah (DIN: 09711526) who was appointed as an Additional Director under the category of Independent Director of the Company w.e.f. 31[st] January, 2023 in terms of Section 161 of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act proposing his candidature for the office of the Director and declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, he and hereby appointed as an Independent Director of the Company, not liable for retire by rotation to hold office for five (5) consecutive years for the maximum period up to 30[th] January, 2028"

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

Item No 8: To Regularize an additional Independent Director, Ms. Hetal Pathak (DIN: 09683121) as an Independent Director of the company:

To consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to provision of Section 149, 150, 152 read with Schedule IV the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Ms. Hetal Pathak (DIN: 09683121) who was appointed as an Additional Director under the category of Independent Director of the Company w.e.f. 31[st] January, 2023 in terms of Section 161 of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act proposing his candidature for the office of the Director and declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, he and hereby appointed as an Independent Director of the Company, not liable for retire by rotation to hold office for five (5) consecutive years for the maximum period up to 30[th] January, 2028"

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

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Item No 9: To Regularize an additional Non-Executive Director, Ms. Parulben Dharmeshkumar Dataniya (DIN: 09785793) as a Non-Executive Non-Independent Director of the company:

To consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to provision of Section 161 read with all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Ms. Parulben Dharmeshkumar Dataniya (DIN: 09785793) who was appointed as an Additional Director under the category of Non-executive Non Independent Director of the Company w.e.f. 10th November, 2022 in terms of Section 161 of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Act proposing his candidature for the office of the Director, he and hereby appointed as a Non-executive Non Independent Director of the Company, liable for retire by rotation."

RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

Item 10: To Increase in authorisation to the Board of Directors pursuant to Section 180 (1) (a) of the Companies Act, 2013:

To consider and, if thought fit, to pass with or without modifications, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180 (1) (a) of the Companies Act, 2013 (as amended or re-enactment from time to time) and other applicable provisions, if any consent of the Members of the Company be and is hereby accorded to sell, mortgage and/or charge any of its movable and /or immovable properties wherever situated both present and future or to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking (s) on the such terms and conditions at such time (s) and in such form and manner, and with such ranking as the priority as the Board in its absolute discretion thinks fit on the whole or substantially the whole of the Company’s any one or more of the undertaking or all of the undertaking of the Company in favour of any bank (s) or body (ies) corporate or person (s), whether shareholders of the Company or not, together with interest, cost, charges and expenses thereon for amount not exceeding INR 10 Crores (Indian Rupees Ten Crores only) at any point of time.

“RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

Item 11: To increase Borrowing Powers of the Board of Directors pursuant to Section 180(1)(C) of the Companies Act, 2013:

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To consider and, if thought fit, to pass with or without modifications, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180 (1) (C) and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014, including any statutory modification (s) thereto, and the consent of the Members of the Company be and is hereby accorded to borrow money, as and when required, from bank (s), financial institution (s), foreign lender (s), any body corporate entity (ies), authority (ies) through suppliers credit, through any other instruments either in Indian rupees or in such other foreign currencies as may be permitted under law from time to time, notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any, apart from temporary loans obtained from the Company’ bankers in ordinary course of business, may exceed the aggregate of the paid-up-capital of the Company and its free reserves and securities premium (that is to say reserves not set apart for any specific purpose) provided that the total amount so borrowed by the Board shall not at any time exceed of INR 10 Crores (Indian Rupees Ten Crores only) on such terms and conditions as may be decided by the Board from time to time.

“RESOLVED FURTHER THAT Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.

Item 12: To take consent of Members for increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to persons / bodies corporate:

To consider and, if thought fit, to pass, with or without modification(s), the following Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with rule no. 11 & 13 of the Companies (Meeting of Board and its Powers) Rules, 2014 and subject to such approvals, consents, sanctioned and permission of the appropriate authorities, department or bodies as may necessary, the consent of the Members of the Company be and is hereby accorded to grant loans or make investment or provide security or guarantee in for an amount (s) exceeding 60% of paid up capital, free reserves and securities premium account or 100% of free reserves and security premium account, whichever is more, but not exceeding INR 10 Crores (Indian Rupees Ten Crores only), on such terms and conditions as may be decided by the Board from time to time.

“RESOLVED FURTHER THAT, Any Director of the Company or Company Secretary of the Company be and is hereby severally authorized to do all such act (s), deed(s) and things including all forms, documents, filing with Ministry of Corporate Affairs/ Registrar of Companies, Stock Exchanges, Depositories or any other agency as may be necessary and incidental to give effect to the aforesaid Resolution.”

By Order of the Board For, Pervasive Commodities Limited

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Sd/-

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Dharmesh kumar Dataniya Director DIN: 09785680 Date: 19[th] May, 2023 Place: Amedabad

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Notes to Annual General Meeting

  1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of himself /herself and such proxy need not be a member of the Company. The instrument appointing the proxy should, however, is deposited at the registered office of the Company not less than forty-eight (48) hours before the commencement of Meeting. A person can act as a proxy on behalf of not exceeding 50 members and holding in aggregate not more than 10% of the total share capital of the Company. However, a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act a proxy for any other or shareholders. A proxy form is attached herewith.

  2. The relevant Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013, in respect of Special Business given in the Notice of the Annual General Meeting (AGM) is annexed hereto and forms part of this notice.

  3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, June 10, 2023 to Friday, June 16, 2023 (both days inclusive).

  4. All documents referred to in the accompanying notice are open for inspection at the Registered Office of the Company on all working days, except Saturdays between 11:00 a.m. and 1:00 p.m. up to the date of the Annual General Meeting.

  5. All members are requested to intimate changes, if any, in their registered address, immediately to the Registrar & Transfer Agents, Purva Sharegistry India Private Limited or to their depository participants in case shares are held in depository form.

  6. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

  7. The Securities and Exchange Board of India (SEBI) vide has mandated the submission of Permanent Account Number (PAN) and other KYC details by every participant in securities market. Members are therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN and other details to the Company/RTA.

  8. In terms of the provisions of Regulation 44 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Section 108 of Companies, Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Company is providing the facility to its members as on cut-off date, being Friday, 09 June, 2023 to exercise their right to vote by electronic means on any or all of the businesses specified in the accompanying Notice. Details of the process and manner of remote e-voting along with the User ID and Password are being mentioned herein below.

  9. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.

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  1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

  2. Notice of the AGM is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members, who have not registered their email addresses, physical copies are being sent by the permitted mode. Members may note that the Notice will also be available on the Company’s website of the Company https://www.pervasiveindia.com for their download.

  3. As per regulation 40 of SEBI Listing Regulations, as amended, securities of Listed Companies can be transferred only in dematerialized from 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 converting their holdings to dematerialized form.

  4. 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 to their Depository Participant’s in Case the shares are held by them in electronic form and to Purva Sharegistry India Private Limited (RTA) in case the shares are held by them in physical form.

  5. Route-map of the AGM venue, pursuant to the Secretarial Standard on General Meetings, is also annexed.

  6. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days written notice is given to the Company.

  7. Only registered members of the Company or any proxy appointed by such registered member, as on the cut-off date decide for the purpose, being 09 June, 2023, may attend and vote at the Annual General Meeting as provided under the provisions of the Companies Act, 2013.

  8. Once the vote on a resolution is cast by the members, the member shall not be allowed to change is subsequently. Further, members who have casted their vote electronically shall not vote by way of poll, if held at the meeting. To provide an opportunity to vote at the meeting to the shareholders, who have not exercised the remote e-voting facility shall be provided polling papers before the commencement of the meeting. Any person who is not a member as on the cut-off date should treat this Notice for information purpose only.

  9. Member who has not registered their e-mail addresses so far are requested to register their e- mail address for receiving all communication including Notices, Circulars, etc. from the Company.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on 13-06-2023 at 09:00 AM and ends on 15-06-2023 at 05:00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 09-06-2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders existing user id and password. Option will be made available to reach e-Voting
holding page without any further authentication. The users to login to Easi / Easiest are
securities in requested to visit cdsl website www.cdslindia.com and click on login icon &
Demat mode
New System Myeasi Tab.
with CDSL
Depository 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
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your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-
Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
cdsl website www.cdslindia.com and 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
on 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 1) If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
securities in the home page of e-Services is launched, click on the “Beneficial Owner” icon
demat mode
under “Login” which is available under ‘IDeAS’ section. A new screen will
with NSDL
open. You will have to enter your User ID and Password. After successful
Depository
authentication, you will be able to see e-Voting services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you will be
re-directed to e-Voting service provider website for casting your vote during
the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is
available 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 hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period.
Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting
(holding facility. After Successful login, you will be able to see e-Voting option. Once
securities in you click on e-Voting option, you will be redirected to NSDL/CDSL
demat mode)
Depository site after successful authentication, wherein you can see e-Voting
login through
feature. Click on company name or e-Voting service provider name and you
their
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Depository
Participants
(DP)
will be redirected to e-Voting service provider website 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. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding securities
in Demat mode withCDSL
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
Individual Shareholders holding securities
in Demat mode withNSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at toll free no.: 1800
1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat.

  • PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

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Shareholders
who
have
not
updated
their
PAN
with
the
Company/Depository Participant are requested to use the sequence
number sent byCompany/RTA or contact Company/RTA.
Dividend
Bank
Details
ORDate
of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant Pervasive Commodities Limited on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

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  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

  4. The Scrutinizer shall immediately after the conclusion of AGM verify and count the votes casted at AGM and unblock the votes of e-voting in the presence of at least two (2) witnesses who are not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the chairman of the Company.

  5. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be available for inspection and also placed on the website of the Company, www.evotingindia.com i.e., service provider within prescribed period and submitted to the Stock Exchange

  6. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, January 15, 2021 and May 13, 2022, Notice of the AGM along with Annual Report 2022-23 is being sent only through electronic mode to those Members whose email address are registered with the Company Depository Participants Member may note that the Notice of AGM and the Annual Report 2022-23 has been uploaded on the website of the Company. The Notice can also be assessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

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Attendance Slip at the Registration Counter of venue of Annual General Meeting for registration of email address for receiving notice/documents.

By Order of the Board For, Pervasive Commodities Limited

Sd/- Dharmesh kumar Dataniya DIN: 09785680

Dharmesh kumar Dataniya Director

Date: 19[th] May, 2023 Place: Ahmedabad

Route map

Registered office

M/s. Pervasive Commodities Limited 306, Sarthik Complex, Nr. Fun Republic, Iscon Cross Road, Satellite, Ahmedabad – 380 015, India Telephone No.: (079) 2274 3671 / 69430077 Email: [email protected]

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No 4:

Increase in Authorised Share Capital of the Company:

In view of future expansion plans, the Company proposes to increase its Authorized Share Capital of the Company from existing INR 10,00,00,000/- (Indian Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- (Rupees Ten Only) each to INR 20,00,00,000/- (Indian Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore only) Equity Shares of INR 10/- (Rupees Ten Only) each.

Accordingly, the Company requires to pass an ordinary resolution to increase the Authorized Share Capital and alteration of Clause V of the Memorandum of Association of the Company. The members may also note that pursuant to the provisions of the Companies Act, 2013 and Rules made there under, alteration of Authorized Share Capital of the Company requires approval of Members of the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 4 be passed as an Ordinary Resolution.

Item No 5:

Issuance of shares on preferential allotment basis:

The Board of the Directors of the Company at its meeting held on 19th May, 2023 has given their consent subject to approval of Members by way of Special Resolution to issue 1,99,04,780 Equity Shares to Investors (Non-Promoters) on Preferential Allotment basis.

In terms of Section 62(1)(c) read with Sections 42 of the Companies Act, 2013 and rules made thereunder (“Act”), and in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR Regulations, the Preferential Issue requires approval of the shareholders of the Company by way of a special resolution.

Accordingly, consent of the members is being sought in terms of Section 42 & 62 of the Companies Act 2013 and Chapter V of the SEBI (ICDR) Regulations, 2018.

The details of the issue and other particulars as required in terms of Regulation 163 of the Chapter V of the SEBI (ICDR) Regulations, 2018, Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and allotment of securities) Rules, 2014 in relation to the above said Special Resolution are given as under.

1. List of Allottees for Preferential Allotment of Equity Shares:

Sr.
No.
Name of Proposed Allottees No.
of
Shares
Proposed
to
be
Allotted
Name of the Ultimate
Beneficial Owner

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1 MUKESHBHAI SHANKARLAL 996000 MUKESHBHAI
DATANIYA SHANKARLAL
DATANIYA
2 SHARMILABEN ROHITKUMAR 996000 SHARMILABEN
DATANIYA ROHITKUMAR
DATANIYA
3 ZALA MONU MAHENDRABHAI 996000 ZALA MONU
MAHENDRABHAI
4 BHIKHAJI THAKOR 996000 BHIKHAJI THAKOR
5 HANSABEN DHANKA 996000 HANSABEN DHANKA
6 AJIT THAKOR 996000 AJIT THAKOR
7 CHAHUAN JYOTIBEN 996000 CHAHUAN JYOTIBEN
RAJESHBHAI RAJESHBHAI
8 TARUNKUMAR MAKWANA 996000 TARUNKUMAR
MAKWANA
9 DALJEET SINGH 996000 DALJEET SINGH
10 BHIMA TAHKOR 996000 BHIMA TAHKOR
11 ROHIT SHANKARBHAI SOLANKI 995000 ROHIT SHANKARBHAI
SOLANKI
12 MISHRA JAY PRAKASH RAJDHAR 995000 MISHRA JAY PRAKASH
RAJDHAR
13 RAMESH VANZARA 995000 RAMESH VANZARA
14 ASHOKKUMAR VELJIBHAI 995000 ASHOKKUMAR
MANIYAR VELJIBHAI MANIYAR
15 SHAILESH RATNABHAI PATEL 994780 SHAILESH RATNABHAI
PATEL
16 VIRAL KIRANBHAI SHAH 994000 VIRAL KIRANBHAI
SHAH
17 SHREE VAINKATESHWAR 994000 CHANCHAL CHANDAN
FINSTOCK PRIVATE LIMITED ASNANI
18 HETALBEN DATANIYA 994000 HETALBEN DATANIYA
19 TECHNO CLARE INFOWAYS PVT 994000 KAPADIYA
LTD ASHISHKUMAR
JAYANTILAL
20 DOXTREC TRADE PRIVATE 994000 ZALA VISHNUJI
LIMITED GOBARSANGH
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2. Objects of the preferential issue:

The proposed issue of 1,99,04,780 Equity Shares to Strategic Investors (being Non- Promoters) on Preferential allotment basis is to for the Business expansion and Working Capital of the Company.

3. Maximum number of specified securities to be issued and price of the securities:

The resolution set out in the accompanying notice authorizes the Board to issue 1,99,04,780 Equity Shares of INR 10/- each at a price of INR 10/- each on preferential basis for Cash consideration.

4. Basis on which the price of the Preferential Issue has been arrived at:

The Valuation of Equity Shares has been done by Manish Santosh Buchasia, IBBI Registered ValuerSecurities and Financial Assets being an Independent Registered Valuer (IBBI Registration No. IBBI/RV/03/2019/12235) having its Office at 306, GALA MART, Nr. Sobo Centre, Before Safal Parisar, Above SBI/UNION Bank, South Bopal, Ahmedabad, Gujarat - 380058. The Equity Shares of the Company are not frequently traded shares within the meaning of explanation provided in Regulation 164

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of Chapter V of the SEBI (ICDR) Regulations, 2018 and the pricing of Equity Shares is determined in compliance with Regulation 165 of Chapter V of SEBI (ICDR) Regulations, 2018. In terms of the applicable provisions of SEBI ICDR Regulations, the minimum price at which the Equity Shares shall be issued and allotted is INR 10/- each.

Based on the Valuation provided by the Independent Registered Valuer, the Board has decided the issue of Equity Shares on preferential basis shall be at a price of INR 10/- each.

The Valuation Report so obtained from the Independent Registered Valuer is available in the “Investors” tab on the website of the Company at the following link: www.pervasiveindia.com.

5. Relevant date with reference to which the price has been arrived at:

The Relevant Date in terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 for determining the price of Equity Shares with reference to the proposed allotment 17th May, 2023 being the date 30 days prior to 16th May, 2023 (i.e., the date on which the Annual General Meeting of the Company is being convened in terms of the Companies Act, 2013 to consider the proposed preferential issue.

6. The class or classes of persons to whom the allotment is proposed to be made:

The proposed preferential allotment of Equity Shares is made to Individuals, , Private Body Corporates etc. belonging to Non-Promoters category.

7. Intention of promoters, directors or key managerial personnel of the issuer to subscribe to the offer:

None of the existing directors, promoters or key managerial personnel of the Company have shown their intention to subscribe to proposed Preferential Issue of Equity Shares.

8. The change in control if any in the company that would occur consequent to the preferential offer;

The proposed Preferential Allotment of Equity Shares will not result in any change in the management and control of the Company.

9. Time frame within which the preferential allotment shall be completed:

As required under the Regulation 170 of SEBI (ICDR) Regulations 2018, the Company shall complete the allotment of Equity Shares within a period of 15 days from the date of passing of this Special Resolution by the shareholders in Annual General Meeting, provided that where any approval or permission by any regulatory authority or the Central Government or the Stock Exchanges is pending, the allotment shall be completed within a period of 15 days from the date of such approval or permission.

10. Shareholding pattern before and after Preferential Issue would be as follows:

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Sr. Category Pre- Preferential Issue Post Preferential Issue
No. No of Shares % of Share No of Shares % of Share
held Holding Held Holding
A Promoters Holding
1 Indian
Individual -- -- -- --
Bodies Corporate & 54,590 57.33 54,590 0.27
LLP
Sub-Total 54,590 57.33 54,590 0.27
2 Foreign Promoters -- -- -- --
Sub-Total (A) 54,590 57.33 54,590 0.27
B Non-Promoters
Holding
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Institutional Investors 8,660 9.09 8,660 0.04
Non-Institution
Private Corporate 10060 10.57 29,92,060 14.96
Bodies & LLP
Indian Public & HUF 21360 22.43 1,69,44,140 84.72
Other (Including NRIs, 550 0.58 550 0.00
Clearing Members)
Sub-Total (B) 40,630 42.67 1,99,45,410 99.73
C Non-Promoter & -- -- --
Non-Public (C)
Grand Total 95,220 100.00 2,00,00,000 100.00
(D) = (A)+(B)+(C)
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*As on 19.05.2023

11. Consequential Changes in the Voting Rights:

Voting rights will change according to the change in the shareholding pattern mentioned above.

12. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issues that may be held by them and change in control if any in the issuer consequent to the preferential issues:

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Sr. Proposed Allottees Ultimate Beneficial Pre-Preferential No. of Post-Preferential
No. Owner Issue Equity Issue
Non-Promoters No. of % of Shares No. of % of
Share Share Proposed Share Held Share
Held Holding to be Holding
Allotted
1 MUKESHBHAI MUKESHBHAI - - 996000 996000 4.98
SHANKARLAL SHANKARLAL
DATANIYA DATANIYA
2 SHARMILABEN SHARMILABEN - - 996000 996000 4.98
ROHITKUMAR ROHITKUMAR
DATANIYA DATANIYA
3 ZALA MONU ZALA MONU - - 996000 996000 4.98
MAHENDRABHAI MAHENDRABHAI
4 BHIKHAJI BHIKHAJI - - 996000 996000 4.98
THAKOR THAKOR
5 HANSABEN HANSABEN - - 996000 996000 4.98
DHANKA DHANKA
6 AJIT THAKOR AJIT THAKOR - - 996000 996000 4.98
7 CHAHUAN CHAHUAN - - 996000 996000 4.98
JYOTIBEN JYOTIBEN
RAJESHBHAI RAJESHBHAI
8 TARUNKUMAR TARUNKUMAR - - 996000 996000 4.98
MAKWANA MAKWANA
9 DALJEET SINGH DALJEET SINGH - - 996000 996000 4.98
10 BHIMA TAHKOR BHIMA TAHKOR - - 996000 996000 4.98
11 ROHIT ROHIT - - 995000 995000 4.98
SHANKARBHAI SHANKARBHAI
SOLANKI SOLANKI
12 MISHRA JAY MISHRA JAY - - 995000 995000 4.98
PRAKASH PRAKASH
RAJDHAR RAJDHAR
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13 RAMESH RAMESH - - 995000 995000 4.98
VANZARA VANZARA
14 ASHOKKUMAR ASHOKKUMAR - - 995000 995000 4.98
VELJIBHAI VELJIBHAI
MANIYAR MANIYAR
15 SHAILESH SHAILESH - - 994780 994780 4.97
RATNABHAI RATNABHAI
PATEL PATEL
16 VIRAL VIRAL - - 994000 994000 4.97
KIRANBHAI SHAH KIRANBHAI
SHAH
17 SHREE - - 994000 994000 4.97
VAINKATESHWAR CHANCHAL
FINSTOCK CHANDAN
PRIVATE LIMITED ASNANI
18 HETALBEN HETALBEN - - 994000 994000 4.97
DATANIYA DATANIYA
19 TECHNO CLARE KAPADIYA - - 994000 994000 4.97
INFOWAYS PVT ASHISHKUMAR
LTD JAYANTILAL
20 DOXTREC TRADE ZALA VISHNUJI - - 994000 994000 4.97
PRIVATE LIMITED GOBARSANGH
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13. The Current and Proposed status of the allottees post the preferential issue namely: promoter or non-promoter :

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Sr. Name of the Proposed Allottees Current Status of the Proposed Status of
No. allottees Namely the allottees Post the
Promoter or Non- Preferential Issue
Promoter Namely Promoter or
Non-Promoter
1. MUKESHBHAI SHANKARLAL Not Applicable Non-Promoter
DATANIYA
2. SHARMILABEN ROHITKUMAR Not Applicable Non-Promoter
DATANIYA
3. ZALA MONU MAHENDRABHAI Not Applicable Non-Promoter
4. BHIKHAJI THAKOR Not Applicable Non-Promoter
5. HANSABEN DHANKA Not Applicable Non-Promoter
6. AJIT THAKOR Not Applicable Non-Promoter
7. CHAHUAN JYOTIBEN RAJESHBHAI Not Applicable Non-Promoter
8. TARUNKUMAR MAKWANA Not Applicable Non-Promoter
9. DALJEET SINGH Not Applicable Non-Promoter
10. BHIMA TAHKOR Not Applicable Non-Promoter
11. ROHIT SHANKARBHAI SOLANKI Not Applicable Non-Promoter
12. MISHRA JAY PRAKASH RAJDHAR Not Applicable Non-Promoter
13. RAMESH VANZARA Not Applicable Non-Promoter
14. ASHOKKUMAR VELJIBHAI Not Applicable Non-Promoter
MANIYAR
15. SHAILESH RATNABHAI PATEL Not Applicable Non-Promoter
16. VIRAL KIRANBHAI SHAH Not Applicable Non-Promoter
17. SHREE VAINKATESHWAR Not Applicable Non-Promoter
FINSTOCK PRIVATE LIMITED
18. HETALBEN DATANIYA Not Applicable Non-Promoter
19. TECHNO CLARE INFOWAYS PVT Not Applicable Non-Promoter
LTD
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Not Applicable

  1. DOXTREC TRADE LIMITED

PRIVATE

Non-Promoter

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14. The number of persons to whom allotment through preferential issue have already been made during the year in terms of number of securities as well as price:

During the year the Company has not issue or allotted any Equity Shares through Preferential issue.

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the Registered Valuer:

Not Applicable, as the proposed allotment is made for Cash consideration.

16. Undertakings:

  • i) The Issuer Company undertakes that they shall recompute the price of the specified securities in terms of the provision of SEBI (ICDR) Regulations, 2018, as amended where it is required to do so.

ii) The Issuer Company undertakes that if the amount payable on account of the recomputation of price is not paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations, 2018, the specified securities shall continue to be locked–in till the time such amount is paid by the allottees.

17. Disclosure as specified under Regulation 163(1)(i) of SEBI(ICDR) Regulations 2018.

Disclosure is not applicable in the present case as neither the Proposed Allottees, the beneficial owners of Proposed Allottees nor the Company, its promoters and directors are wilful defaulters or fraudulent borrowers.

18. Pricing:

The Valuation of Equity Shares has been done by Manish Santosh Buchasia, IBBI Registered ValuerSecurities and Financial Assets being an Independent Registered Valuer (IBBI Registration No. IBBI/RV/03/2019/12235) having its Office at 306, GALA MART, Nr. Sobo Centre, Before Safal Parisar, Above SBI/UNION Bank, South Bopal, Ahmedabad, Gujarat - 380058. The Equity Shares of the Company are not frequently traded shares within the meaning of explanation provided in Regulation 164 of Chapter V of the SEBI (ICDR) Regulations, 2018 and the pricing of Equity Shares is determined in compliance with Regulation 165 of Chapter V of SEBI (ICDR) Regulations, 2018. In terms of the applicable provisions of SEBI ICDR Regulations, the minimum price at which the Equity Shares shall be issued and allotted is INR 10/- each.

Based on the Valuation provided by the Independent Registered Valuer, the Board has decided the issue of Equity Shares on preferential basis shall be at a price of INR 10/- each.

The Valuation Report so obtained from the Independent Registered Valuer is available in the “Investors” tab on the website of the Company at the following link: www.pervasiveindia.com.

19. Name and the address of Valuer who performed valuation:

The Valuation of Equity Shares has been done by Manish Santosh Buchasia, IBBI Registered ValuerSecurities and Financial Assets being an Independent Registered Valuer (IBBI Registration No. IBBI/RV/03/2019/12235) having its Office at 306, GALA MART, Nr. Sobo Centre, Before Safal Parisar, Above SBI/UNION Bank, South Bopal, Ahmedabad, Gujarat - 380058.

20. Practicing Company Secretary’ Certificate:

A copy of the certificate from Mr. Dharti Patel, (Membership No. ACS 52283), of M/s. Dharti Patel & Associates, Practicing Company Secretaries certifying that the Preferential Issue is being made in

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accordance with the requirements of Chapter V of SEBI (ICDR) Regulations, 2018 shall be placed before the shareholders at their proposed Annual General Meeting and the same shall be available for inspection by the members at the Registered Office of the Company between 11:00 AM and 5:00 PM on all working days between Monday to Friday from the date of dispatch/ email of the AGM Notice till 16th June, 2023.

This certificate is also placed on the “Investors” tab on the website of the Company at the following link: www.pervasiveindia.com.

21. Lock-In Period:

The aforesaid allotment of Equity Shares on a preferential basis shall be locked in as per Regulation 167 of Chapter V of the SEBI (ICDR) Regulations, 2018, as amended. The entire pre-preferential allotment shareholding of the allottees, if any shall be locked-in as per Regulation 167 (6) of Chapter V of the SEBI (ICDR) Regulations, 2018.

22. Material Terms of Issue of Equity Shares:

Issue and allotment of 1,99,04,780 Equity Shares at a price of INR 10/- per share on preferential allotment basis for cash consideration. The Equity Shares allotted in terms of this resolution shall rank pari-passu with the existing equity shares of the Company in all respects.

23. Disclosure pursuant to the provisions of Schedule VI of SEBI (ICDR) Regulations 2018:

It is hereby declared that neither the Proposed Allottees, the beneficial owners of Proposed Allottees, nor the Company, its promoters and directors are wilful defaulters or fraudulent borrowers as defined under SEBI (ICDR) Regulations, 2018 and neither the Proposed Allottees, the beneficial owners of Proposed Allottees, nor the Company, its directors and promoters are fugitive economic offender as defined under SEBI (ICDR) Regulations, 2018 and hence providing disclosures specified in Schedule VI of SEBI (ICDR) Regulations 2018 does not arise.

24. Particulars of the offer, Kinds of Securities Offered, Price of the Securities Offered including date of passing of Board resolution:

Issue of 1,99,04,780 Equity Shares of Face Value of INR 10/- each at an issue price of INR 10/- each on preferential basis for Cash consideration.

25. Amount which the company intends to raise by way of such securities:

The Company intends to raise INR 19,90,47,800/- by way of Preferential Issue of 1,99,04,780 Equity Shares.

26. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:

No contribution is being made by the existing promoters or directors either as part of the offer or separately in furtherance of objects.

27. Principle terms of assets charged as securities: Not Applicable

28. Interest of the Promoters/ Directors:

None of the existing Promoters, Director(s), Key Managerial Personnel and their relatives is, in any way, directly or indirectly concerned or interested, financially or otherwise, in the above referred resolutions except to the extent of their shareholding, if any

The Board recommends that the resolution set out at item no. 5 be passed as a Special Resolution.

Item No 6:

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To appoint Managing Director, Mr. Dharmesh Kumar Dataniya (DIN: 09785680) as a Managing Director of the company:

Dharmesh Kumar Dataniya (DIN: 09785680) was appointed as Managing Director with effect from 10[th] November, 2022, in accordance with the provisions of Section 152, 161, 196, 197, 203, 2 (51), Schedule V and any other applicable provisions of the Companies Act, 2013 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 152, 161, 196, 197, 203, 2 (51) and Schedule V of the Companies Act, 20l3, the above director holds office upto the date of ensuing Annual General Meeting of the Company. The Board is of the view that appointment of Mr. Dharmesh Kumar Dataniya (DIN: 09785680) on the Company Board is desirable and would be beneficial to the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives except Mr. Dharmesh Kumar Dataniya himself, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 6 be passed as an Ordinary Resolution.

Item No 7:

Regularization of an additional Independent Director, Ms. Vishakha Shah (DIN: 09711526) as an Independent Director of the company:

Ms. Vishakha Shah (DIN: 09711526) was appointed as an additional Independent Director with effect from 31[st] January, 2023, in accordance with the provisions of Section 149, 150, 152, 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 149, 150, 152, 161 of the Companies Act, 20l3, the above director holds office upto the date of ensuing Annual General Meeting of the Company. The Board is of the view that appointment of Ms. Vishakha Shah (DIN: 09711526) on the Company Board is desirable and would be beneficial to the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives except Ms. Vishakha Shah herself, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 7 be passed as an Ordinary Resolution.

Item No 8:

Regularization of an additional Independent Director, Ms. Hetal Pathak (DIN: 09683121) as an Independent Director of the company:

Ms. Hetal Pathak (DIN: 09683121) was appointed as an additional Independent Director with effect from 31st January, 2023, in accordance with the provisions of Section 149, 150, 152, 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 149, 150, 152, 161 of the Companies Act, 20l3, the above director holds office upto the date of ensuing Annual General Meeting of the Company. The Board is of the view that appointment of Ms. Hetal Pathak (DIN: 09683121) on the Company Board is desirable and would be beneficial to the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives except Ms. Hetal Pathak herself, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 8 be passed as an Ordinary Resolution.

Item No 9:

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Regularization of an additional Non-Executive Director, Ms. Parulben Dharmeshkumar Dataniya (DIN: 09785793) as a Non-Executive Director of the company:

Ms. Parulben Dharmeshkumar Dataniya (DIN: 09785793) was appointed as an additional Non-Executive Director with effect from 10th November, 2022, in accordance with the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office upto the date of ensuing Annual General Meeting of the Company. The Board is of the view that appointment of Ms. Parulben Dharmeshkumar Dataniya (DIN: 09785793) on the Company Board is desirable and would be beneficial to the Company.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives except Ms. Parulben Dharmeshkumar Dataniya himself, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 9 be passed as an Ordinary Resolution.

Item 10:

To Increase in authorisation to the Board of Directors pursuant to Section 180 (1) (a) of the Companies Act, 2013:

The members of the company are requested to note that as per section 180 (1) (a) of the Companies Act, 2013 ("the Act"), the Board of Directors of a company ("the Board") can exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company, only with the prior approval of the members of the company by way of a special resolution.

As per Explanation (i) & (ii) of section 180 (1) (a) of the Act:

i. "undertaking" means an undertaking in which the company's investment exceeds 20% of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates 20% of the total income of the company during the previous financial year;

ii. "substantially the whole of the undertaking" in any financial year means 20% or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.

Therefore, the members of the Company are requested to give their consent to the Board of Director of the Company for amount not exceeding INR 10 Crores (Indian Rupees Ten Crores only) to sell, mortgage and/or charge any of its movable and /or immovable properties wherever situated both present and future or to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking (s) on the such terms and conditions at such time (s) and in such form and manner, and with such ranking as the priority as the Board in its absolute discretion thinks fit on the whole or substantially the whole of the Company’s any one or more of the undertaking or all of the undertaking of the Company in favour of any bank (s) or body (ies) corporate or person (s), whether shareholders of the Company or not, together with interest, cost, charges and expenses thereon.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 10 be passed as a Special Resolution.

Item 11:

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To increase Borrowing Powers of the Board of Directors pursuant to Section 180 (1) (c) of the Companies Act, 2013:

As per the provisions of Section 180 (1) (c) of the Companies Act, 2013, the Board of Directors of a company cannot, except with the consent of the Members of the company in a general meeting. borrow monies, apart from temporary loans obtained from the company's bankers in the ordinary course of business, in excess of the aggregate of the paid-up capital of the Company, its free reserves, that is reserves not set apart for any specific purpose and Securities Premium. To meet the working capital and long term funding requirements, it is necessary to give consent for the borrowing limit of the Company. The approval of the Members is, therefore, being sought by way of a special resolution, pursuant to Section 180 (1) (c) of the Companies Act, 2013, to increase the limit for borrowings for amount not exceeding INR 10 Crores (Indian Rupees Ten Crores only).

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 11 be passed as a Special Resolution.

Item 12:

To take consent of Members for increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to persons / bodies corporate:

In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate or as and when required.

In accordance with the provisions Section 186 of the Companies Act, 2013 (the ‘Act’), it would be necessary to obtain the approval of the members for:

• making loans to any person or other bodies corporate;

• giving guarantee or provide security in connection with a loan to any other bodies corporate or person; and

• acquiring by way of subscription, purchase or otherwise, the securities of any other body corporate, in excess of the limits of:

 60% of the paid-up share capital and free reserves and securities premium account; or

 100% of the free reserves and securities premium account; whichever is higher.

Therefore, the members of the Company are requested to give their consent to the Board of Director of the Company for amount not exceeding INR 10 Crores (Indian Rupees Ten Crores only) to grant loans or make investment or provide security or guarantee in for an amount (s) exceeding 60% of paid-up capital, free reserves and securities premium account or 100% of free reserves and security premium account on such terms and conditions as may be decided by the Board from time to time.

None of the other Directors or Key Managerial Personnel of the Company and their respective relatives in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends that the resolution set out at item no. 12 be passed as a Special Resolution.

By Order of the Board For, Pervasive Commodities Limited

Dharmesh kumar Dataniya

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Director DIN: 09785680 Date: 19[th] May, 2023 Place: Ahmedabad

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Annexure-A

Details of Directors seeking re-appointment and regularization at the forthcoming Annual General Meeting

Name of the Director Mr. Dharmeshkumar
Dataniya
Mrs. Parulben Dataniya
Director Identification Number(DIN) 09785680 09785793
Date of Birth 05/03/1986 17/04/1989
Nationality Indian Indian
Date of Appointment on Board 10th November,2022 10th November,2022
Qualification S.S.C. and Equivalent S.S.C. and Equivalent
Brief Profile He is having an Experience
of More than 12 years in the
Field
of
Trading
and
Marketing of Agro Related
Activities..
She
is
having
an
Experience of More than
09 years in the Field of
Agro Related Activities.
Shareholding in the Company Nil Nil
List of Directorships held in other
Companies
(excluding
foreign,
private and Section 8 Companies)
Nil Nil
Memberships / Chairmanships of
Audit and Stakeholders’ Relationship
Committees across Public Companies
Member of Audit Committee
in Pervasive Commodities
Limited
Chairperson
of
the
Nomination
&
Remuneration
Committee
and
Stakeholders
Relationship Committee.

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Name of the Director Ms. Hetal Neel Pathak Ms. Vishakha D Shah
Director Identification Number (DIN) 09683121 09711526
Date of Birth 21/07/1993 26/12/1993
Nationality Indian Indian
Date of Appointment on Board 31/01/2023 31/01/2023
Qualification Company Secretary, Master Commerce Graduate,
of Business Administration Bachelor of Law (LLB)
in Human Resource (HR),
Bachelor of Law (LLB)
Brief Profile Ms. Hetal Neel Pathak is a Ms. Vishakha D Shah is a
Qualified Company Commerce Graduate,
Secretary from the Institute who has also completed
of Company Secretaries of
Bachelor of Law (LLB)
India. She has an Experience
degree and has passed the
of More than 3 years in the
Professional Programme
Field Company law matters
from the Institute of
and other corporate
matters. Company Secretaries of
India (ICSI). Ms. Shah
has experience of more
than 5 years in the field of
Accountancy, Taxation,
VAT, GST and other
Account related matters.
Shareholding in the Company Nil Nil
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List of Directorships held in other 2 (two) 2 (two)
Companies (excluding foreign,
private and Section 8 Companies)  Quasar India Limited  Planter’s Polysacks
 Arihant Castor Exports Limited
Limited  Ardi Investment and
Trading Co Limited
Memberships / Chairmanships of Chairperson of Audit Member of the Audit
Audit and Stakeholders’ Relationship Committee; Committee, Nomination
Committees across Public Companies & Remuneration
Member of Nomination & Committee and
Remuneration Committee Stakeholders
and Stakeholders Relationship Committee.
Relationship Committee.
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PERVASIVE COMMODITIES LIMITED

(Previously known as Starvox Electronics Limited) (CIN L51909GJ1986PLC008539)

REGD. OFFICE: Phone: (079) 2274 3671 / 69430077 306, Sarthik Complex, Fax : (079) 2274 3727 Nr. Fun Republic, Iscon Cross Road, Website: https://www.pervasiveindia.com Satellite, Ahmedabad –380 015. Email : [email protected]

Attendance Slip for Annual General Meeting (To be handed over the Registration Counter)

Registered Folio/DP ID & Client ID:

No. of Shares:

Name and Address of the Shareholder (s):

Joint Holder (s)

I/We hereby record my/our presence at the Annual General Meeting of the Company at its Office at 306, Sarthik Complex, Nr. Fun Republic, Iscon Cross Road, Satellite, Ahmedabad – 380015, India, on Friday, the 16[th] day of June, 2023 at 02:00 P.M

Note:

  1. You are requested to sign and hand this over at the entrance.

  2. If you are attending the meeting in person or by proxy, please bring copy of notice for reference at the meeting.

_______ Signature of the Member/Proxy / Authorised Representative

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PERVASIVE COMMODITIES LIMITED (Previously known as Starvox Electronics Limited) (CIN L51909GJ1986PLC008539)

REGD. OFFICE: Phone: (079) 2274 3671 / 69430077 306, Sarthik Complex, Fax : (079) 2274 3727 Nr. Fun Republic, Iscon Cross Road, Website: https://www.pervasiveindia.com Satellite, Ahmedabad –380 015. Email : [email protected]

Ballot Paper Assent/ Dissent form for Voting on AGM Resolutions

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1. Name(s) & Registered Address of the sole / :
first named Member
2. Name(s) of the Joint-Holder(s) If any :
3. Registered Folio No./ DP ID No & Client ID :
No. [Applicable to Members holding shares
in dematerialized form]
4. Number of Shares(s) held :
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I/ We hereby exercise my/our vote in respect of the following resolutions to be passed for the business stated in the Notice of the Annual General Meeting dated 16[th] June, 2023, by conveying my/ our assent or dissent to the resolutions by placing tick (v) mark in the appropriate box below:

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Resolution Resolutions Optional
No.
Ordinary Business: For Against
1. To consider and adopt the Audited Financial Statements for
the year ended 31 [st] March, 2023 and reports of the Board of
Directors and the Auditors thereon and in this regard, to
consider and if thought fit, to pass the following resolutions
as Ordinary Resolution.
2. To appoint a Director in place of Mr. Dharmeshkumar
Dataniya (DIN: 09785680), who retires by rotation and
being eligible offers himself for re-appointment.
3. To Ratify the Auditor of the Company
Special Business:
4. To Increase in Authorised Share Capital of the Company
5. To issue the equity shares on preferential basis.
6. To appoint Managing Director, Mr. Dharmesh Kumar
Dataniya (DIN: 09785680) as a Managing Director of the
company
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7. To Regularize of an additional Independent Director, Ms.
Vishakha D Shah (DIN: 09711526) as an Independent
Director of the company.
8. To Regularize an additional Independent Director, Ms.
Hetal Pathak (DIN: 09683121) as an Independent Director
of the company
9. To Regularize an additional Non-Executive Director, Ms.
Parulben Dharmeshkumar Dataniya (DIN: 09785793) as a
Non-Executive Director of the company
10. To Increase in authorisation to the Board of Directors
pursuant to Section 180 (1) (a) of the Companies Act, 2013.
11. To increase Borrowing Powers of the Board of Directors
pursuant to Section 180 (1)(c) of the Companies Act, 2013.
12. To take consent of Members for increase in the limits
applicable for making investments / extending loans and
giving guarantees or providing securities in connection with
loans to persons / bodies corporate.
Place: Ahmedabad _____
Date: Signature of the Member
Or
Authorised Representative
Notes:
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  • i) If you opt to cast your vote by e-voting, there is no need to fill up and sign this form. ii) Please read the instructions printed overleaf carefully before exercising your vote. General Instructions:

  • Shareholders have option to vote either through e-voting i.e., electronic means or to convey assent/dissent. If a shareholder has opted for physical Assent/Dissent Form, then he/she should not vote by e-voting and vice versa. However, in case Shareholders cast their vote through physical assent/dissent form and e-voting, then vote cast through e-voting shall be treated as valid.

  • Voting through physical assent/ dissent form cannot be exercised by a proxy. However, corporate and institutional shareholders shall be entitled to vote through their authorized representatives with proof of their authorization, as stated below.

Instructions for voting physically on Assent / Dissent Form:

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  1. A member desiring to exercise vote by Assent/ Dissent should complete this (no other form or photocopy thereof is permitted) and send it to the Scrutinizer, at their cost to reach the Scrutinizer at the registered office of the Company on or before the close of working hours i.e., 5.00 p.m. All Forms received after this date will be strictly treated as if the reply from such Member has not been received.

  2. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/ Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Shareholder and in his absence, by the next named Shareholder.

  3. In respect of shares held by corporate and institutional shareholders (companies, trusts, societies etc.) the completed Assent/ Dissent Form should be accompanied by a certified copy of the relevant Board Resolution/ appropriate authorization, with the specimen signature(s) of the authorized signatory (ies) duly attested.

  4. The consent must be accorded by recording the assent in the column “FOR” or dissent in the column “AGAINST” by placing a tick mark (V) in the appropriate column in the Form. The assent or dissent received in any other form shall not be considered valid.

  5. Members are requested to fill the Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil.

  6. There will be one Assent/ Dissent Form for every folio / Client id irrespective of the number of joint holders.

  7. A member may request for a duplicate Assent/ Dissent Form, if so required and the same duly completed should reach the Scrutinizer not later than the specified under instruction No.1 above.

  8. Members are requested not to send any other paper along with the Assent / Dissent Form. They are also requested not to write anything in the Assent/ Dissent form except giving their assent or dissent and putting their signature. If any such other paper is sent the same will be destroyed by the Scrutinizer.

  9. The Scrutinizers decision on the validity of the Assent/ Dissent Form will be final and binding.

  10. Incomplete, unsigned or incorrectly ticked Assent/ Dissent Forms will be rejected.

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PERVASIVE COMMODITIES LIMITED
(Previously known as Starvox Electronics Limited)
(CIN L51909GJ1986PLC008539)
REGD. OFFICE: Phone: (079) 2274 3671 / 69430077
306, Sarthik Complex, Fax : (079) 2274 3727
Nr. Fun Republic, Iscon Cross Road, Website: https://www.pervasiveindia.com
Satellite, Ahmedabad –380 015. Email : [email protected]
Proxy form
Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
Management and Administration) Rules, 2014]
Name of the Member (s):
………………………………………………………………………
Registered Address:
…………………………………………………………………………….
E Mail ID:
……………………………………………………………………………………….
Folio No. /DP ID and Client ID:
………………………………………………………………..
I/We, being the member (s) of ……………… shares of the above-named Company, hereby
appoint:
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(1) Name: ___ Address:
______
Email Id: ____ Signature:
_____
(2) Name:
___ Address:
______
Email Id:
__ Signature:
_______
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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Friday, 16[th] June, 2023 at 02:00 P.M at 306, Sarthik Complex, Nr. Fun Republic, Iscon Cross Road, Satellite, Ahmedabad – 380015, India and at any adjournment thereof in respect of such resolutions and in such manner as are indicated below:

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Ordinary Business
1. To consider and adopt the Audited Financial Statements for the year ended 31 [st]
March, 2023 and reports of the Board of Directors and the Auditors thereon
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and in this regard, to consider and if thought fit, to pass the following
resolutions as Ordinary Resolution.
2. To appoint a Director in place of Mr. Dharmeshkumar Dataniya (DIN:
09785680), who retires by rotation and being eligible offers himself for re-
appointment.
3. To Ratify the Auditor of the Company
Special Business
4. To Increase in Authorised Share Capital of the Company.
5. To issue the equity shares on preferential basis.
6. To appoint Managing Director, Mr. Dharmesh Kumar Dataniya (DIN:
09785680) as a Managing Director of the company
7. To Regularize of an additional Independent Director, Ms. Vishakha D Shah
(DIN: 09711526) as an Independent Director of the company.
8. To Regularize an additional Independent Director, Ms. Hetal Pathak (DIN:
09683121) as an Independent Director of the company
9. To Regularize an additional Non-Executive Director, Ms. Parulben
Dharmeshkumar Dataniya (DIN: 09785793) as a Non-Executive Director of
the company
10. To Increase in authorisation to the Board of Directors pursuant to Section 180
(1) (a) of the Companies Act, 2013.
11. To increase Borrowing Powers of the Board of Directors pursuant to Section
180 (1)(c) of the Companies Act, 2013.
12. To take consent of Members for increase in the limits applicable for making
investments / extending loans and giving guarantees or providing securities in
connection with loans to persons / bodies corporate.
Signed this__ day of ____, 2023
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________ Signature of Proxy Shareholders Signature of Shareholder

Notes:

  1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

  2. Notwithstanding the above, Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.

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