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Precision Camshafts Limited — Proxy Solicitation & Information Statement 2025
Sep 15, 2025
61464_rns_2025-09-15_66f7040f-0311-467d-a0ed-ff445e3d45a0.pdf
Proxy Solicitation & Information Statement
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PCL/SEC/25-26/037
Date: September 15, 2025
| To, National Stock Exchange of India Limited, "Exchange Plaza" 5th Floor, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 NSE Scrip Code - PRECAM |
To, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 BSE Scrip Code – 539636 |
|---|---|
Subject: Postal Ballot Notice
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including amendments thereunder, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, issued to the members of the Company to seek their approval for the following resolution proposed to be passed as a Special Resolution:
1. To approve disposal of 100% shareholding in material subsidiary by initiating insolvency proceedings.
This Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, September 12, 2025 (“Cut-off date”), seeking their approval as set out in the Postal Ballot Notice. Members who have not yet registered/ updated their email addresses so far, may do so by following the procedure set out in the notes to the Notice.
The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to all its members. The remote e-voting will commence from Tuesday, September 16, 2025 (9:00 AM IST) and shall end on Wednesday, October 15, 2025 (5:00 PM IST). The results of the postal ballot will be announced on or before Friday, October 17, 2025.
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The results of the Postal Ballot will be announced by the Chairman or any other person authorised by him at the Registered Office of the Company within two working days from the conclusion of remote e-voting and the same, along with the Scrutiniser’s Report, will be intimated to the Stock Exchanges where the Company’s shares are listed, placed on the website of the Company www.pclindia.in and simultaneously intimated to National Stock Exchange of India Limited and BSE Limited and will be available at www.nseindia.com and www.bseindia.com, respectively
You are kindly requested to take the same on record.
Thanking you.
For Precision Camshafts Limited
Digitally signed by HARSHAL HARSHAL JAGDISH KHER JAGDISH KHER Date: 2025.09.15 12:50:26 +05'30'
______ Harshal J. Kher Company Secretary & Compliance Officer Membership No: A69147
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PRECISION CAMSHAFTS LIMITED
CIN: L24231PN1992PLC067126
Tel.: +91 -9168646536/37 Fax: +91 (217) 2357645 Website: www.pclindia.in E-mail: [email protected];
NOTICE OF POSTAL BALLOT
[Pursuant to Sec�on 108 & 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administra�on) Rules, 2014]
Dear Member(s),
No�ce is hereby given that the resolu�on set out below is proposed for approval by the Members of Precision Camsha�s Limited (“the Company”) by means of Postal Ballot, only by remote e- vo�ng process (“e-vo�ng”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Sec�on 108 and 110 of the Companies Act, 2013 (“the Act”), Rule 20 and 22 of the Companies (Management and Administra�on) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, the latest being General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”), Secretarial Standard on General Mee�ngs (“SS-2”) issued by the Ins�tute of Company Secretaries of India and other applicable laws, rules and regula�ons (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force and as amended from �me to �me). The Statement, pursuant to the provisions of Sec�on 102(1) and other applicable provisions of the Act read with the Rules, se�ng out all material facts rela�ng to the resolu�ons men�oned in this Postal Ballot No�ce is atached.
Board of Directors of the Company has appointed Mr. Jayavant B. Bhave (Membership No: F4266, COP: 3068), Proprietor of M/s. J. B. Bhave and Co, Company Secretaries, as the Scru�nizer for conduc�ng the Postal Ballot, through evo�ng process, in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scru�nizer’s decision on the validity of the votes cast in the Postal Ballot shall be final. Members
are requested to read the instruc�ons in the Notes in this Postal Ballot No�ce so as to cast their vote electronically. The votes can be cast during the following vo�ng period:
| vote electronically. The votes can be cast during | the following vo�ng period: |
|---|---|
| **Commencement of e-vo�ng: ** | Tuesday,September 16,2025 at 09.00 AM |
| **End of e-vo�ng: ** | Wednesday,October 15,2025 at 05.00 PM |
The Scru�nizer will submit his report, a�er the comple�on of scru�ny, to the Chairman of the Company or any person authorized by him. The results of Postal Ballot will be announced on or before Friday, October 17, 2025, and will be displayed on the Company’s website www.pclindia.in and the website of Na�onal Securi�es Depository Limited (“NSDL”), the agency for providing e- vo�ng facility at www.nsdl.co.in. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the Registered Office of the Company.
SPECIAL BUSINESS
Item No. 1
Approval for disposal of 100% shareholding in material subsidiary by ini�a�ng insolvency proceedings
“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, read with the Companies (Mee�ngs of Board and its Powers) Rules, 2014, as amended from �me to �me, and such other rules framed thereunder, and in accordance with Regula�on 24(5) and other applicable provisions of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI LODR Regula�ons”), including any statutory modifica�ons, amendments, no�fica�ons, clarifica�ons, circulars, rules and regula�ons issued by any government or statutory authority, and subject to the provisions of the Memorandum and Ar�cles of Associa�on of the Company and such other approvals, permissions and sanc�ons as may be necessary, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereina�er referred to as the “Board”, which term shall be deemed to include any commitee cons�tuted by the Board and any person(s) duly authorized by the Board in this regard) to approve the disposal of the Company’s 100% shareholding in its material step-down subsidiary, MFT Motoren und Fahrzeugtechnik GmbH, Germany (“MFT”), by way of ini�a�on of insolvency proceedings under the applicable insolvency laws of Germany.
RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Board of Directors of the material subsidiary of the Company be and are hereby authorized to:
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take all necessary steps to ini�ate insolvency proceedings of MFT Motoren und Fahrzeugtechnik GmbH, Germany, in accordance with the applicable provisions of German insolvency laws;
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appoint, approve, and authorize the engagement of an insolvency professional under prevailing laws of Germany to undertake and carry out the insolvency and liquida�on process of MFT, and to delegate to such professional the necessary authority to act, represent, and perform all statutory du�es and obliga�ons as may be required under the said law; and
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acknowledge and record the cessa�on of control over MFT upon comple�on of the insolvency/liquida�on process, and take all necessary steps to comply with applicable Indian and foreign legal, regulatory and disclosure requirements, including disclosures to stock exchanges under the SEBI LODR Regula�ons.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary, expedient and incidental for giving effect
Companies, making requisite in�ma�ons/disclosures to the stock exchanges and all other statutory authori�es, and to delegate any of the powers herein conferred to any Director(s), Company Secretary or other officer(s) of the Company as deemed necessary in this regard.”
By the Order of the Board of Directors
For Precision Camsha�s Limited
Sd/-
Ya�n S. Shah
Chairman and Managing Director DIN: 00318140
Date: September 08, 2025 Place: Solapur
CIN: L24231PN1992PLC067126 Website: www.pclindia.in E-mail ID: [email protected]
D-5 Chincholi, MIDC, Solapur-413255, Maharashtra, India Phone: +91 9168646531/32/33
3rd Floor, “Kohinoor B Zone Baner”, Mumbai Bangalore Highway, Baner, Pune – 411045 Phone: -020-25673050
Notes:
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A statement, pursuant to the provisions of Sec�on 102(1) and other applicable provisions of the Act read with the Rules, se�ng out all material facts rela�ng to the resolu�ons men�oned in this Postal Ballot No�ce is atached.
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In compliance with the applicable provisions of the Act read with the Rules framed thereunder, the Lis�ng Regula�ons and the MCA Circular:
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a. This Postal Ballot No�ce is being sent only through electronic mode to those Members whose names appear in the Register of Beneficial Owners maintained by the Depositories as on Friday, September 12, 2025 (“Cut-Off Date”) and whose e-mail addresses are registered with the Depositories. The manner of vo�ng on the proposed Special Resolu�on are restricted only to remote e-vo�ng i.e., by cas�ng votes electronically instead of submi�ng postal ballot forms. Physical copies of the Postal Ballot No�ce along with the Postal Ballot Forms and pre-paid business envelopes will not be sent to the Members for this Postal Ballot.
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b. The Company is providing a remote e-vo�ng facility to the Members of the Company and for this purpose, the Company has engaged the services of Na�onal Securi�es Depository Limited (“NSDL”). The instruc�ons for remote e-vo�ng are provided in this Postal Ballot No�ce.
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c. The Postal Ballot No�ce can also be accessed from the website of the Company at www.pclindia.in and the websites of the Stock Exchanges, i.e. BSE Limited (“BSE”) at www.bseindia.com and Na�onal Stock Exchange of India Limited (“NSE”) at www.nseindia.com and the website of NSDL at www.nsdl.co.in.
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Members who have not registered their email addresses are requested to register the same with the Depository Par�cipant(s) where they maintain their demat accounts.
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the Cut-Off Date will only be considered eligible for the purpose of e-vo�ng. A person who becomes a member a�er the Cut-Off Date should treat this no�ce for informa�on purpose only.
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The remote e-vo�ng period commences at 9:00 a.m. (IST) on Tuesday, September 16, 2025 and ends at 5:00 p.m. (IST) on Wednesday, October 15, 2025. The remote e-vo�ng shall not be allowed beyond the said date and �me. During this period, Members of the Company, holding shares in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. Once the vote on a resolu�on is cast by the Member, he/she/it shall not be allowed to change it subsequently.
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shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
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Corporate/ins�tu�onal Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/ JPG format) of cer�fied true copy of relevant board resolu�on/authority leter etc. together with atested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scru�nizer through email at [email protected] and may also upload the same in the e-vo�ng module in their login.
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Resolu�on passed by the Members through Postal Ballot shall be deemed to have been passed on the last date specified by the Company for e-vo�ng i.e. Wednesday, October 15, 2025, subject to receipt of the requisite number of votes in favour of the resolu�ons.
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In accordance with the MCA Circulars, the relevant documents referred to in the accompanying no�ce and explanatory statement are available on the website of the Company at www.pclindia.in.
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The instruc�ons and other informa�on rela�ng to e-vo�ng are as under:
- How do I vote electronically using NSDL e Vo�ng 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 Vo�ng system
- A) Login method for e Vo�ng for Individual shareholders holding securi�es in demat mode
- In terms of SEBI circular dated December 9, 2020 on e Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.
Login method for Individual shareholders holding securi�es in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securi�es in demat mode with NSDL. |
1. For OTP based login you can click onhtps://eservices.nsdl.com/SecureWeb/evo�ng/evo�nglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifca�on code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider i.e. NSDLand you will be redirected to e- Vo�ng website of NSDL for cas�ng your vote during the remote e- Vo�ng period. 2. Exis�ngIDeASuser can visit the e-Services website of NSDL Viz. htps://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’sec�on, this will prompt you to enter your exis�ng User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services under Value added services. Click on“Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name ore-Vo�ng service provider i.e. NSDLand you will be re-directed to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period. 3. If you are not registered for IDeAS e-Services, op�on to register is available athtps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL:htps://www.evo�ng.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will be opened. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name ore-Vo�ng service provider i.e. NSDL |
| and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code men�oned below for seamless vo�ng experience. |
|
|---|---|
| Individual Shareholders holding securi�es in demat mode with CDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their exis�ng user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your exis�ng my easi username & password. 2. A�er successful login the Easi / Easiest user will be able to see the e- Vo�ng op�on for eligible companies where the evo�ng is in progress as per the informa�on provided by Company. On clicking the evo�ng op�on, the user will be able to see e-Vo�ng page of the e-Vo�ng service provider for cas�ng your vote during the remote e-Vo�ng period. Addi�onally, there are also links provided to access the system of all e-Vo�ng Service Providers, so that the user can visit the e-Vo�ng service providers’ website directly. 3. If the user is not registered for Easi/Easiest, op�on to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registra�on op�on. 4. Alterna�vely, the user can directly access e-Vo�ng page by providing Demat Account Number and PAN No. from an e-Vo�ng link available on www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. A�er successful authen�ca�on, user will be able to see the e-Vo�ng op�on where the evo�ng is in progress and also able to directly access the system of all e-Vo�ng Service Providers. |
| Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants |
You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Upon logging in, you will be able to see e-Vo�ng op�on. Click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be redirected to e- Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period. |
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|---|---|---|
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website. Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securi�es in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�[email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securi�es in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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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.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
| Step 2 i.e. Cast your vote electronically. | ||
|---|---|---|
| 4. | Your User ID details are given below: | |
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: | |
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
|
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12** |
|
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can use 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’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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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.
- Step 2: Cast your vote electronically on NSDL e Vo�ng system.
- How to cast your vote electronically on NSDL e Vo�ng system?
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A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period.
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Now you are ready for e-Vo�ng as the Vo�ng page opens.
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Cast your vote by selec�ng appropriate op�ons 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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You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.
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vote.
General Guidelines for shareholders
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Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority leter etc. with atested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to [email protected] with a copy marked to evo�[email protected]. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of Atorney / Authority Leter etc. by clicking on "Upload Board Resolu�on / Authority Leter" displayed under "e-Vo�ng" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful atempts 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?” op�on available on www.evo�ng.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Sagar S. Gudhate, Senior Manager at evo�[email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self-atested scanned copy of PAN card), AADHAR (self-atested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-atested scanned copy of PAN card), AADHAR (self-atested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securi�es in demat mode, you are requested to refer to the login method explained at -
step 1 (A ) i.e. Login method for e Vo�ng for Individual shareholders holding securi�es in demat mode .
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Alterna�vely, shareholder/members may send a request to evo�[email protected] for procuring user id and password for e-vo�ng by providing above men�oned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID -
correctly in their demat account in order to access e Vo�ng facility.
Explanatory Statement (Pursuant to Sec�on 102 of the Companies Act, 2013)
Item No. 01:
Approval for disposal of 100% shareholding in material subsidiary by ini�a�ng insolvency proceedings
Precision Camsha�s Limited (“the Company”) holds 100% stake in PCL (Interna�onal) Holding B.V., Netherlands, which in turn holds 100% stake in MFT Motoren und Fahrzeugtechnik GmbH, Germany (“MFT”), thereby making MFT an indirect, wholly owned step-down subsidiary of the Company.
material subsidiary of the Company within the meaning of Regula�on 16 of the SEBI LODR Regula�ons, 2015.
it is recommended to ini�ate insolvency proceedings. The business outlook of MFT has been adversely affected, primarily on account of significantly reduced customer call-offs from prominent customers, which resulted in an immediate and severe impact on the company’s cash flows during June 2025 to August 2025 and con�nuing therea�er. This has caused acute liquidity constraints, leaving MFT unable to sustain opera�ons, thereby making it necessary to ini�ate insolvency proceedings.
insolvency in the event that the company no longer has adequate funds to meet its obliga�ons any Non-compliance with this requirement may atract severe penal consequences under the said law.
Accordingly, it has become necessary to ini�ate insolvency proceedings of MFT in Germany. Upon comple�on of the insolvency and liquida�on process, MFT will cease to exist, and consequently cease to be a wholly owned step -down subsidiary of the Company.
As per Regula�on 24(5) of the SEBI LODR Regula�ons, a listed en�ty shall not:
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dispose of shares in its material subsidiary resul�ng in reduc�on of its shareholding (either on its own or together with other subsidiaries) to less than fi�y percent; or
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cease to exercise control over the subsidiary,
without passing a special resolution in a general mee�ng of shareholders, except where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a resolu�on plan duly approved under Sec�on 31 of the Insolvency and Bankruptcy Code, 2016.
The Board accordingly recommends passing of the Special Resolu�on as set out in Item No. 1 of this No�ce, which, inter alia, seeks Members’ approval to:
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authorize the Board of Directors of the Company and/or the Board of Directors of the respec�ve subsidiary and material subsidiary of the Company to ini�ate insolvency proceedings of MFT under the prevailing laws of Germany;
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authorize the Board to appoint and empower an insolvency professional in Germany to carry out the process;
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acknowledge and record the cessa�on of control over MFT upon comple�on of insolvency/liquida�on; and
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and incidental ac�ons in compliance with Indian and foreign laws.
None of the Directors, Key Managerial Personnel of the Company or any of their rela�ves, are concerned or interested in the proposed resolu�on except to the extent of their equity holdings in the Company, if any.
The Board of Directors commends the Special Resolu�on for approval of the Members.
By the Order of the Board of Directors
For Precision Camsha�s Limited
Sd/-
Ya�n S. Shah
Chairman and Managing Director DIN: 00318140
Date: September 08, 2025 Place: Solapur
CIN: L24231PN1992PLC067126
Website: www.pclindia.in E-mail ID: [email protected]
D-5 Chincholi, MIDC, Solapur-413255, Maharashtra, India Phone: +91 9168646531/32/33
3rd Floor, “Kohinoor B Zone Baner”, Mumbai Bangalore Highway, Baner, Pune – 411045 Phone: -020-25673050