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Pix Transmissions Ltd. — AGM Information 2025
Jul 4, 2025
62147_rns_2025-07-04_7754d8da-1c1a-4237-9e92-c0312a6d95ff.pdf
AGM Information
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Date : 04/07/2025
To To
The Corporate Relationship Department, The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited, Dalal Street, Exchange Plaza , 5[th] Floor , Plot No C/1 Mumbai - 400001. G Block ,Bandra Kurla Complex, Bandra (E) Mumbai 400051
Scrip code : 500333
Sub : Notice of Annual General Meeting to be held on 26[th] July 2025
Dear Sir
Pursuant to regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed copy of Notice related to Annual General Meeting of Shareholders of the Company ,to be held on 26[th] July 2025.
Thanking You
Yours faithfully,
For PIX TRANSMISSIONS LTD
Digitally signed SHYBU K by SHYBU K VARGHESE SHYBU VARGHESE VARGHESE Date: 2025.07.04 Company Secretary 18:45:24 +05'30'
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NOTICE
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Notice is hereby given that the Forty-third Annual General Meeting of PIX TRANSMISSIONS LIMITED will be held on Saturday 26th July 2025 at the registered office of the company at J-7, MIDC, Hingna, Road, Nagpur at 09:30 AM to transact the following business:
ORDINARY BUSINESS
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To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon.
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To declare a dividend on Equity Shares for the Financial Year ended 31st March 2025.
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To appoint a Director in place of Mr. Amarpal Sethi (DIN: 00129462), who retires by rotation and being eligible offers himself for re-appointment.
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To appoint a Director in place of Mr. Sonepal Sethi (DIN: 00129276), who retires by rotation and being eligible offers himself for re-appointment.
SPECIAL BUSINESS
5. To appoint M/s Z. M. Shaikh & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a consecutive term of 5 years.
To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Regulation 24A of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”)as amended from time to time and as per applicable provisions of the Companies Act, 2013 (“the Act”) and Rules framed thereunder (including any statutory modification(s), amendment(s),clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), and as per the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. Z. M Shaikh & Associates, Practicing Company Secretaries (Firm Registration No. S2015MH298100), be and is hereby appointed as Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30, at such remuneration, as approved by the Board of Directors of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company or the Company Secretary be and is hereby authorized to do all acts, deeds, matters and things as deemed necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary E-form with the Registrar of Companies.”
6. To approve continuation of directorship of Mrs. Abhilasha Hattangdi (DIN 09782680) as non-executive Independent Director beyond the age of 75 years in her current tenure.
To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and the applicable provisions of the Companies Act, 2013, if any/ Rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be
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Annual Report 2024-25 I PIX TRANSMISSIONS LIMITED
NOTICE
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and is hereby accorded for continuation of directorship of Mrs. Abhilasha Hattangdi (DIN 09782680) as Non- Executive - Independent Director, on the Board of the Company notwithstanding her attaining age of Seventy- five (75) years on January 31, 2026, till the expiry of her current term till November 10, 2027.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company or the Company Secretary be and is hereby authorized to do all acts, deeds, matters and things as deemed necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with filing of necessary E-form with the Registrar of Companies.”
7. To approve re-appointment of Mr. Amit Lala (DIN 08833642) as non-executive Independent Director for a second and final term of Five years.
To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) 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) read with Schedule IV to the Act and Regulations 16(1)(b) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Amit Lala (DIN 08833642), Independent Non-Executive Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent Non-Executive Director of the Company to hold office for second and final term of five consecutive years with effect from 30th September, 2025 to 29th September, 2030 and whose office shall not be liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”
8. To approve Appointment of Mr. Thakur G Hotchandani (DIN 00578526) as non-executive Independent Director.
To consider and if thought fit to pass with or without modification following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) 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) read with Schedule IV to the Act and Regulations 16(1)(b) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the
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recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Thakur G Hotchandani (DIN 00578526) who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(as amended from time to time), be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term up to five consecutive years commencing from 23rd September, 2025 and whose office shall not be liable to retire by rotation.”
“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”
9. To ratify remuneration of Cost Auditor for the F.Y. 2025-26
To consider, and if thought fit, to pass, the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provision of Section 148 and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including statutory modification(s) or re-enactment thereof, for the time being in force) M/s Manisha & Co, Cost Accountants, Nagpur, the cost auditors appointed by the Board of Directors of the company, to conduct the audit of the cost records of the company for the financial year ending 31st March, 2026 be paid remuneration of Rs 75,000/- (Rupees Seventy Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of audit.
For and on behalf of the Board of Directors
Place: Mumbai Date: 23/05/2025
Amarpal Sethi Chairman and Managing Director
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Annual Report 2024-25 I PIX TRANSMISSIONS LIMITED
ANNEXURE TO NOTICE
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ANNEXURE TO NOTICE
- The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 5 to 9 of the Notice, is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE 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.
Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.
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Register of Members and the transfer books of the Company will remain closed from Saturday 19th July 2025 to Saturday 26th July 2025 (both days inclusive).
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The Company has fixed Friday, July 18, 2025 as the “Record Date” for determining entitlement of Members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.
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Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, accordingly the name of RTA of the Company is changed from Link Intime India Private Limited to MUFG Intime India Private Limited with effect from December 31, 2024.
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Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in physical form and who have not registered their e-mail address are requested to register on https://web.in.mpms.mufg.com/EmailReg/Email_Register.html or write to M/s. Mufg Intime India Private Ltd, formerly Link Intime India Pvt. Ltd. the registrar and share transfer agent of the Company. Members holding shares in Demat form are requested to register their e-mail address with their Depository participant(s) only. In view of Ministry of Corporate Affairs(MCA) circular dated 19th September 2024 and Securities and Exchange Board of India (SEBI) circular dated 3rd October 2024, providing relaxation from sending hard copy of annual report to the shareholders who have not registered their e-mail address, the notice of the AGM along with the Annual Report 2024-25 is being sent through electronic mode to those members whose e-mail addresses are registered with the company/Depositories. Pursuant to the amended Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has sent letters to shareholders who haven't registered their email addresses, providing a direct web link to access the Annual Report 202425.
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The Notice of AGM along with Annual Report for the financial year 2024-25, is available on the website of the Company at www.pixtrans.com, on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited(NSE) and on the website of NSDL.
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Annual Report 2024-25 I PIX TRANSMISSIONS LIMITED
ANNEXURE TO NOTICE
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- Pursuant to Section 124 of the Companies Act, 2013 the unpaid dividends that are due for transfer to Investor Education and Protection Fund are as follows:
| Type | Date of Declaration |
For the year ended |
Due for transfer |
|---|---|---|---|
| Final | 19/09/2018 | 2017-18 | 23/11/2025 |
| Final | 24/07/2019 | 2018-19 | 28/09/2026 |
| Final | 30/09/2020 | 2019-20 | 06/11/2027 |
| Final | 18/08/2021 | 2020-21 | 22/10/2028 |
| Final | 20/07/2022 | 2021-22 | 24/09/2029 |
| Final | 19/07/2023 | 2022-23 | 23/09/2030 |
| Final | 24/07/2024 | 2023-24 | 28/09/2031 |
Members are requested to note that, dividends remaining unclaimed for a consecutive period of seven 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 online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.
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Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31/03/2024 on the website of the Company (www.pixtrans.com), and also filed prescribed form with the Ministry of Corporate Affairs.
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The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Friday, 18th July 2025 i.e. the date prior to the commencement of book closure, being the cut-off date will be paid the Final Dividend for the financial year ended 31st March, 2025, as recommended by the Board, if approved at the AGM.
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Members holding shares in Demat form are hereby informed that bank particulars registered with their respective Depository Participant(s), with whom they maintain their Demat accounts; will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in Demat form for any change in bank particulars. Members holding shares in Demat form are requested to intimate any change in their address and/or bank mandate to their Depository Participants immediately.
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Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020. Accordingly, the Company shall be liable to deduct withholding tax (‘TDS’) as per the rates applicable to each category of shareholders. However, no tax shall be deducted on the dividend payable to resident Individuals if the total dividend to be received by them during any financial year does not exceed Rs. 10,000. The Company has provided the facility to the shareholders (liable to pay tax) to apply to the Company for non-deduction of TDS or deduction of TDS at a lower rate by providing the necessary documents to the Company. The Company will send a separate e-mail communication, informing the Members regarding the relevant procedure to be adopted by the Members to avail the non-deduction of TDS or deduction of TDS at a lower rate as per the Income Tax Act, 1961.
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Annual Report 2024-25 I PIX TRANSMISSIONS LIMITED
ANNEXURE TO NOTICE
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Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility of remote e-voting to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Friday 18th July 2025 i.e. the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. The e-voting period will commence at 9.00 a.m. on Wednesday 23rd July 2025 and will end at 5.00 p.m. on Friday 25thJuly 2025. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.
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The facility of Voting through Ballot paper at meeting is also provided to those members, who have not exercised their voting right through electronic means.
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The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
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The Board of Directors has appointed Mr. Sahib Chauhan (Membership No. 146408) practicing Chartered Accountant as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-
The remote e-voting period begins on Wednesday 23rd July 2025 at 09:00 A.M. and ends on Friday 25th July 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday 18th July 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 18th July 2025.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given on the next page.
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ANNEXURE TO NOTICE
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Type of Shareholders
Login Method
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Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. holding securities in https://eservices.nsdl.com either on a Personal Computer or on a demat mode with NSDL. mobile. On the e-Services home page click on the “Beneficial Owner” icon un-der “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 add-ed 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.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Se-lect “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’ sec-tion. 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 Veri-fication Code as shown on the screen. After successful authentication, you will be redirected to NSDL De-pository 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.
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Shareholders/Members can also download NSDL Mo-bile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on
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Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through holding securities in their user id and password. Option will be made available to reach e- demat mode with CDSL Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
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After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL . Click on NSDL to cast your vote.
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If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
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| Type of Shareholders | Login Method |
|---|---|
| Individual Shareholders | 4. Alternatively, the user can directly access e-Voting page by providing |
| holding securities in | demat Account Number and PAN No. from a link in www.cdslindia.com |
| demat mode with CDSL | home page. The system will authenticate the user by sending OTP on |
| registered Mobile & Email as recorded in the demat Account. After | |
| successful authentication, user will be provided links for the respective | |
| ESP i.e.NSDLwhere the e-Voting is in progress. | |
| Individual Shareholders | You can also login using the login credentials of your demat account |
| (holding securities in | through your Depository Participant registered with NSDL/CDSL for e- |
| demat mode) login | Voting facility. upon logging in, you will be able to see e-Voting option. |
| through their depository | Click on e-Voting option, you will be redirected to NSDL/CDSL |
| participants | Depository site after successful authentication, wherein you can see e- |
| Voting feature. Click on company name or e-Voting service provider i.e. | |
| NSDL and you will be redirected to e-Voting website of NSDL for casting | |
| your vote during the remote e-Voting period |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details | ||
|---|---|---|---|
| Individual Shareholders | Members facing any | technical issue in login can contact NSDL helpdesk by | |
| holding securities in | sending a request at | or call at no.: [email protected] |
022-48867000 and |
| demat mode with NSDL | 022-24997000 | ||
| Individual Shareholders | Members facing any | technical issue in login can contact CDSL helpdesk by | |
| holding securities in | sending a request at | [email protected] |
or contact at toll free |
| demat mode with CDSL | no. 1800 2255 33 |
B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given on the next page :
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is |
|---|---|
| a) For Members who hold shares in | 8 Character DP ID followed by 8 Digit Client ID |
| demat account with NSDL. | |
| For example if your DP ID is IN300*** and Client ID is | |
| 12** then your user ID is IN30012* | |
| b) For Members who hold shares in | 16 Digit Beneficiary ID |
| demat account with CDSL. | For example if your Beneficiary ID is 12** |
| then your user ID is 12** | |
| c) For Members holding shares in | EVEN Number followed by Folio Number registered with |
| Physical Form | the company |
| For example if folio number is 001*** and EVEN is 101456 | |
| then user ID is 101456001*** |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a.pdf file. Open the.pdf file. The password to open the.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The.pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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(d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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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 022-48867000 and 022-24997000 or send a request to Mr. Sukesh Shetty at [email protected]
Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
- i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
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ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual share-holders holding securities in demat mode.
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iii. Alternatively shareholder/members may send a request to [email protected] for pro-curing user id and password for e-voting by providing above mentioned documents.
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iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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Members holding shares in physical form are requested to intimate any change of address and/or bank mandate to M/s. Mufg Intime India Private Limited, formerly Link Intime India Pvt. Ltd. the registrar and share transfer agent of the Company immediately.
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SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/Company directly and through existing SCORES platform,the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/login
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Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company or e-mail at [email protected] at least one week in advance before the meeting, so as to enable the management to keep the information ready.
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The route map showing directions to reach the venue of the Forty third AGM is annexed with attendance slip.
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The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.pixtrans.com and on the website of NSDL www.evotingindia.com. The results will also be communicated to National Stock Exchange of India Ltd (NSE) and BSE Lmited, where the shares of the Company are listed.
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- Additional information on directors recommended for appointment/ re-appointment as required under Regulation 36 of the SEBI (LODR) Regulation, 2015
| **Sr. No. ** | Name of Director |
Mr. Amarpal Sethi |
Mr. Sonepal Sethi |
Mrs. Abhilasha Hattangdi |
Mr. Amit Lala | Mr. Thakur G. Hotchandani |
|---|---|---|---|---|---|---|
| 1 | DIN | 00129462 | 00129276 | 09782680 | 08833642 | 00578526 |
| 2 | Brief Resume | Mr. Amarpal | Mr. Sonepal | Dr. Abhilasha | Mr. Amit Lala, 43, | Mr. Thakur G |
| of the Director | Sethi, I.sc, aged | Sethi, B.Sc. Grad | Hattangdi, 74, is | is Bachelor of | Hotchandani | |
| 74 years with | PRI (UK) aged 59 | M.B.B.S & MD | Science in | aged 51 is a | ||
| more than Fifty- | years with more | from Grant | Business from | member of the | ||
| four years | than Thirty seven | Medical | Kelley School of | Institute of | ||
| manufacturing | years working | College,Mumbai | Business, Indiana | Chartered | ||
| experience and | experience in | affiliated to | University, he has | Accountants of | ||
| expertise in the | professionally | Maharashtra | also done MBA | India (ICAI) since | ||
| field of | managed | University of | from London | 1997, brings 27 | ||
| mechanical | company | Health Sciences, | Business School | years of extensive | ||
| power | engaged in | Nasik, she is self- | in 2016. He has | experience across | ||
| transmissions. He | automobile | employed and | experience as an | various facets of | ||
| has been | industry. He has | has been | investment | the accounting | ||
| instrumental in | successfully and | practicing for the | banker in US, UK | and audit | ||
| setting vision for | in sustained way | past 45 years. Her | and Hong Kong | profession. He | ||
| the Company and | contributed | deep knowledge | from 2013-2016. | has been | ||
| creating the | significantly | and | instrumental in | |||
| necessary | towards | understanding of | designing | |||
| infrastructure to | improvement and | the service | management | |||
| achieve the same. | growth of the | industry has | accounting and | |||
| company. | helped the | control systems | ||||
| Company in | for various | |||||
| enhancing its | organizations. | |||||
| investor relations | ||||||
| efforts and | ||||||
| bolster its | ||||||
| corporate | ||||||
| compliances | ||||||
| 3 | Expertise in | Sales & Business | Sales & | Administration | Finance | Banking & |
| specific | Development | Procurement | Taxation | |||
| functional area | ||||||
| 4 | Shareholding | 1033029 equity | 1520700 equity | Nil | Nil | Nil |
| in the | shares | shares | ||||
| Company | ||||||
| (including | ||||||
| shareholding | ||||||
| as a | ||||||
| beneficial | ||||||
| owner) | ||||||
| 5 | Directorships | Nil | Nil | Nil | Nil | M/s TGH Process |
| held in other | Solutions Pvt. Ltd. | |||||
| bodies | ||||||
| corporate as at | ||||||
| date of | ||||||
| this notice. |
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----- Start of picture text -----
Sr. No. Name of Mr. Amarpal Mr. Sonepal Mrs. Abhilasha Mr. Thakur G.
Mr. Amit Lala
Director Sethi Sethi Hattangdi Hotchandani
6 Membership / Nil Nil Nil Nil Nil
Chairmanships
of committees
of other
companies as
at date of this
notice.
7 Inter se Mr. Amarpal Sethi Mr. Sonepal Sethi Not related Not related Not related
relationship is relative of Mr. is relative of Mr.
with other Karanpal Sethi, Sukhpal Singh
Directors and Mr. Rishipal Sethi, Sethi, Mr.
Key Mr. Sukhpal Singh Amarpal Sethi,
Managerial Sethi and Mr. Mr. Rishipal
Personnel Sonepal Sethi, Sethi and
who are Whole Mr.Karanpal
Time Directors of Sethi, who are
the Company. Whole Time
Directors of the
Company.
----- End of picture text -----
EXPLANATORY STATEMENT IN PURSUANCE TO THE PROVISION OF SECTION 102 OF THE COMPANIES ACT 2013
The following explanatory statement sets out all material facts concerning each item of special business of the accompanying notice of the Annual General Meeting to be held on 26th July 2025.
ITEM NO. 5 APPOINTMENT OF M/S Z.M. SHAIKH & ASSOCIATES, PRACTICING COMPANY SECRETARIES, AS SECRETARIAL AUDITORS OF THE COMPANY FOR A CONSECUTIVE TERM OF 5 YEARS :
The Securities and Exchange Board of India (“SEBI”),through a notification dated 12th December, 2024,introduced the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (“Listing Regulations”), thereby amending the existing Listing Regulations. As per the amendment, every listed company is required to appoint either an individual for not more than one term of five consecutive years or a Secretarial Audit firm for not more than two terms of five consecutive years as Secretarial Auditors in its Annual General Meeting.
Accordingly, the Board of Directors of the Company (“the Board”) at their meeting held on 23rd May,2025, considering the experience and expertise and on the recommendation of the Audit Committee, has recommended for the approval of the Members of the Company, appointment of M/S Z.M. SHAIKH & ASSOCIATES, PRACTICING COMPANY SECRETARIES, (Firm Registration No.: S2015MH298100), as the Secretarial Auditor of the Company, for a period of Five (5) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30 at such remuneration as shall be fixed by the Board of Directors of the Company.
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Brief Profile of M/S Z.M. SHAIKH & ASSOCIATES, PRACTICING COMPANY SECRETARIES:
Mr. Zaheer Shaikh is a proprietor of M/s Z. M. Shaikh & Associates, Company Secretaries which is providing specialized professional services in the secretarial and legal field. The services are aimed at not only immediate but the long term business needs as well.
The firm is well equipped possessing fully computerized and technologically up to date communication systems to accelerate growth and provide accuracy. The business is diversified in various fields of strategic alliance and networking with fellow professional Companies to speed-up the services for the valuable clients.
The Board considered the appointment of M/s Z. M. Shaikh & Associates, Company Secretaries as Secretarial Auditor due to their proven expertise in corporate legal advisory, particularly in SEBI regulations and compliance management. The firm’s deep understanding of regulatory frameworks, combined with its leadership under CS Zaheer Shaikh makes it well-positioned to conduct a thorough and value-driven Secretarial Audit.
M/s. Z. M. Shaikh & Associates were also appointed as the Secretarial Auditors of the Company for the Financial Year 2024-25. Due to their proven ability to deliver insightful, compliance focused Secretarial Audits backed by deep regulatory expertise and sectoral experience they are best suited for the Company as Secretarial Auditors.
M/s. Z. M. Shaikh & Associates have given their consent to act as the Secretarial Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 204 of the Companies Act, 2013 (“the Act”)and the Listing Regulations.
None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, except to the extent of their respective shareholding in the Company, if any, in the Resolution mentioned at Item No. 5 of the Notice.
The Board, recommends passing of this Ordinary Resolutions as set out at Item No. 5 of this Notice, for your approval.
ITEM NO 6 : TO APPROVE CONTINUATION OF DIRECTORSHIP OF MRS. ABHILASHA HATTANGDI (DIN 09782680) AS NON-EXECUTIVE INDEPENDENT DIRECTOR BEYOND THE AGE OF 75 YEARS IN HER CURRENT TENURE.
Mrs. Abhilasha Hattangdi (DIN 09782680) was appointed as a Non-Executive Independent Director of the Company in terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) for a period of five years effective from November 11, 2022 to November 10, 2027 by the Members of the Company through postal ballot conducted from December 22, 2022 to January 23, 2023.
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In accordance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.
As Mrs. Abhilasha Hattangdi (DIN 09782680), will be attaining age of Seventy-five (75) years by January 31, 2026, hence in order to comply with the provision of Regulation 17 (1A) of the “SEBI Listing Regulations”, prior approval of shareholders by way of a Special Resolution is sought for continuation of directorship of Mrs. Abhilasha Hattangdi (DIN 09782680), as the Non-Executive and Independent Director of the Company.
Nomination & Remuneration Committee at its meeting held on May 23, 2025, has recommended the continuation of Directorship of Mrs. Abhilasha Hattangdi (DIN 09782680), as non-executive Independent Director, beyond the age of 75 years in her current tenure.
Considering the vast knowledge, acumen, expertise and performance of Mrs. Abhilasha Hattangdi (DIN 09782680), the Board of Directors is of the opinion that her continued association would be of immense benefit to the Company.
Mrs. Abhilasha Hattangdi (DIN 09782680), continues to qualify to the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and Regulation 16(1)(b) of the (“SEBI Listing Regulations”).
Other than Mrs. Abhilasha Hattangdi (DIN 09782680), none of the directors and/or key managerial personnel of the Company and their relatives, are concerned or interested, financially or otherwise, in said resolution, except to the extent of their respective shareholding, if any, in the Company.
Mrs. Abhilasha Hattangdi (DIN 09782680), is not disqualified from being appointed as Director in terms of Section 164 of the Act and also not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
The Board recommends passing of resolution as set forth in this Notice at Item No. 6 for approval of members by way of Special Resolution.
ITEM NO 7 : TO APPROVE RE-APPOINTMENT OF MR. AMIT LALA (DIN 08833642) AS NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A SECOND AND FINAL TERM OF FIVE YEARS.
Mr. Amit Lala (DIN 08833642), was appointed as a Non-Executive Independent Director of the Company in terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) for a period of five years effective from September 30, 2020 to September 29, 2025 by the Members of the Company at 38th Annual General Meeting held on September 30, 2020.
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As per Section 149(10) of the Act, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of five consecutive years.
Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and Regulations 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Amit Lala (DIN 08833642), being eligible for re-appointment as an Independent Director and offering himself for reappointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 30th September, 2025 to 29th September, 2030.
The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.
Mr. Amit Lala (DIN 08833642), is not disqualified from being re-appointed as Director in terms of Section 164 of the Act and also not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Considering the vast knowledge, acumen, expertise and performance of Mr. Amit Lala (DIN 08833642), the Board of Directors is of the opinion that his continued association would be of immense benefit to the Company.
Other than Mr. Amit Lala (DIN 08833642), none of the directors and/or key managerial personnel of the Company and their relatives, are concerned or interested, financially or otherwise, in said resolution, except to the extent of their respective shareholding, if any, in the Company.
The Board recommends passing of resolution as set forth in this Notice at Item No. 7 for approval of members by way of Special Resolution.
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ITEM NO. 8 TO APPROVE APPOINTMENT OF MR. THAKUR G HOTCHANDANI AS INDEPENDENT DIRECTOR
The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Thakur G Hotchandani (DIN 00578526) as an Independent Director of the Company, with effect from 23rd September, 2025 subject to the approval of Members and any other approval as may be required from time to time.
The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to act as Director of the Company, if so appointed by the members. He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time.
In the opinion of the Board, Mr. Thakur G Hotchandani (DIN 00578526) fulfils the conditions specified in the Companies Act, 2013, rules made there under and Listing Regulations for appointment as an Independent Director and he is independent of management.
Considering the vast knowledge and expertise of Mr. Thakur G Hotchandani (DIN 00578526) in the field of accounting, taxation, banking and finance, the Board recommends his appointment as an Independent Director for first term of five (5) consecutive years effective from 23rd September, 2025.
Brief profile of Mr. Thakur G Hotchandani (DIN 00578526) is provided as under :
| Particulars | Details |
|---|---|
| Name | Mr. Thakur G Hotchandani |
| DIN | 00578526 |
| Educational qualification & Experience. | Chartered Accountant, 27 years |
| Directorship held in other Companies | TGH Process Solutions Pvt Ltd |
| Membership/chairmanship of committee in other | Nil |
| companies | |
| No. of Shares held in the company | Nil |
| Disclosure of Relationship between directors | Not applicable |
| inter-se | |
| Skills and Capabilities required for the role and | Mr. Thakur G Hotchandani has necessary skills in |
| the manner in which such requirements are met. | the areas of Finance, Accounting, Banking & |
| Taxation. |
Except, Mr. Thakur G Hotchandani (DIN 00578526) being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.
The Board of Directors based on the recommendations of the Nomination and remuneration Committee considers the appointment of Mr. Thakur G Hotchandani (DIN 00578526) as an Independent Director in the interest of the Company and recommends the Special Resolution as set out in the Notice for approval of Members.
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ITEM NO. 9 : Remuneration of Cost Auditors :
The Board of Directors at its meeting held on 23rd May 2025, on recommendation of the Audit Committee, has approved the appointment of M/s Manisha & Co, Cost Accountants, Nagpur, to conduct the audit of the cost records maintained by the company for the financial year 2025-26 at a remuneration of Rs 75,000/(Rupees Seventy Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of audit.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors has to be ratified by the members of the company.
Accordingly, consent of the members is sought for passing an ordinary resolution as set out in item no 9 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26.
For and on behalf of the Board of Directors
Place:Mumbai Date: 23/05/2025
Amarpal Sethi Chairman and Managing Director
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