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PRISMX GLOBAL VENTURES LIMITED — Proxy Solicitation & Information Statement 2024
Feb 8, 2024
60905_rns_2024-02-08_d65267db-c733-4426-9f8e-3d40eebc348b.pdf
Proxy Solicitation & Information Statement
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Date: 08/02/2024
To,
The Department of Corporate Services, BSE Limited Ground Floor, P.J. Towers, Dalal Street Fort, Mumbai -400001
Scrip Code – 501314 Sub- Submission of Notice of Extra- Ordinary General Meeting of the Company
Dear Sir/ Madam,
In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we submit herewith the Notice convening the Extra Ordinary General Meeting scheduled to be held on Saturday, March 02, 2024 at 4:30 P.M.(IST) through VC/OAVM, to transact the businesses that will be set forth in the Notice of EGM (‘Notice’).
The Notice of EOGM of the Company is also available on the website of the Company at kamalakshifinance.wordpress.com . Kindly take the aforesaid information on record in compliance of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
Please find the same in order and acknowledge the receipt.
Yours Faithfully, Prismx Global Ventures Limited
Pratiksha Digitally signed by Pratiksha Vaibhav Modi Vaibhav Modi Date: 2024.02.08 17:19:55 +05'30'
Pratiksha Mashkariyass Company Secretary
2nd Floor,Purva Building, Tejpal Scheme Road, Vile Parle East , Mumbai -400057 kamalakshifinance.wordpress.com | [email protected] | +91 9136993920
CIN - L74110MH1973PLC016243
Prismx Global Ventures Ltd
Regis. Off. - 2nd Floor, Purva Building Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai, 400 057 Tel. No. 022-9136993917| E-mail: [email protected] | Website: kamalakshifinance.wordpress.com
NOTICE OF EXTRA-ORDINARY GENERAL MEETING
NOTICE is hereby given that an Extra-Ordinary General Meeting of Members of Prismx Global Venture Limited will be held on Saturday 2[nd] March 2024 at 4.30 P.M. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business:
SPECIAL BUSINESS:
1. REGULARIZATION OF MR. ANUJ SURANA (DIN 10092412) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT, pursuant to sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and various Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Rules framed there under, read with Schedule IV to the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Anuj Surana (DIN 10092412), who was appointed as an Additional Non-Executive Independent Director on 3[rd] January, 2024, and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from 3[rd] January, 2024 to 2[nd] January, 2029 of the Company.
“RESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to all such deeds, acts, matters and things necessary to give effect to the above resolution including signing and filing the necessary forms with the registrar of companies in order to give effect to the above resolution ."
By order of the Board of Directors, Prismx Global Ventures Ltd Sd/Pratiksha Mashkariya Company Secretary
Date: 3[rd] Feb, 2024 Place: Mumbai
s
NOTES
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In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) has vide its circular dated 5 May 2020 read with circulars dated 8 April 2020, 13 April 2020,13 January, 2021, 05 May, 2022 and 28th December, 2022 (collectively referred to as ‘MCA Circulars’) and SEBI circular dated 12 May 2020 read with circular dated 15 January, 2021, 13 May, 2022 ,05th January, 2023 and 29[th] September, 2023 and permitted holding of the Extra Ordinary general meeting (‘EGM’) through VC/OAVM facility, without the physical presence of the members at a common venue. In compliance with the provisions of the Companies Act, 2013 (the ‘Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'SEBI Listing Regulations') and MCA Circulars, the EGM of the Company is being conducted through VC/OAVM hereinafter called as ‘e-EGM’. The business mentioned above requires the consent of the members of the Company through e-voting;
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For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by NSDL.
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The deemed venue for EGM shall be the Registered Office of the Company at 2nd Floor, Purva Building Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai, 400 057.
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Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the e-EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
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Institutional/Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (pdf/jpg format) of its board or governing body's resolution/authorization, etc., authorizing their representative to attend the e-EGM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].
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The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/EGM without restriction on account of first come first served basis.
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The Securities & Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form, are, therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat Account. Members holding their shares in Physical Form can submit their PAN details to the share transfer agent (Purva Sharegistry (India) Pvt. Ltd.) of the Company.
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Members are requested to notify immediately any change in their address details to the Company’s Registrar and share transfer agents for shares held in demat/physical form at Purva Sharegistry(India) Pvt. Ltd., at 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E),Mumbai–400011.
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Pursuant to the provisions of Sections 101 of the Act read with ‘The Companies (Accounts) Rules, 2014 electronic copy of the Notice of the EGM is being sent to all the members whose email id is registered with the Registrar/Depository Participant(s). Members may note that the Notice will also be available on the Company’s website at www.infogromotrade.com and website of the stock exchanges i.e., BSE Limited at
www.bseindia.com, Notice is also available on the website of NSDL (agency for providing the Remote e - Voting facility) i.e. www.evoting.nsdl.com.
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To receive communications through electronic means, including Notices, members are requested to kindly register/update their email address with their respective depository participant, where shares are held in electronic form. In case of shares held in physical form, members are advised to register their e-mail address with RTA Purva Sharegistry(India) Pvt. Ltd.
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SEBI vide its notification dated 8 June 2018 as amended on 30 November 2018, has stipulated that w.e.f. 1 April 2019, the transfer of securities (except transmission or transposition of shares) shall not be processed, unless the securities are held in the dematerialized form, Members who still hold share certificates in physical form are advised to dematerialize their shareholding to also avail of numerous benefits of dematerialization, which include easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.
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In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the e-EGM.
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All the work related to share registry in terms of both physical and electronic are being conducted by Company’s Registrar & Transfer Agent, Purva Sharegistry (India) Pvt. Ltd. 9, Shiv Shakti Ind. Estt. J. R. Boricha Marg, Off. N. M. Joshi Marg, Near Lodha Excelus, Lower Parel (East), Mumbai - 400011. The Shareholders are requested to send their communication to the aforesaid address or via email at [email protected]
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Members, who would like to express their views or ask questions during the e-EGM will have to register themselves as a speaker may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and mark cc to RTA [email protected] during the period starting from 28[th] February, 2024 (from 9.00 a.m.) to 01[st ] March, 2024 (up to 5.00 p.m.). Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the e-EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the e-EGM. Please note that only questions of the members holding the shares as on cut-off date will be considered.
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Since the meeting will be conducted through VC/OAVM facility, the route map is not annexed to this Notice.
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In case a person becomes a member of the Company after dispatch of e-EGM Notice, and is a member as on the cut-off date for e-voting, i.e., Saturday, 24th February 2024 , such person may obtain the user id and password from RTA by email request on [email protected].
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Members holding the equity shares under multiple folios in identical order of names are requested to consolidate their holdings into one folio.
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Members are requested to send all communications relating to shares, unclaimed dividend, change of address etc. to the Registrar and Share Transfer Agents at the following address: Purva Sharegistry (India) Private Limited Shiv Shakti Industrial Estates, Unit No. 9, 7-B J. R. Boricha Marg, Sitaram Mills Compound, Mumbai 400011. Tel: 022-23010771 / 49614132, Email: [email protected] if the shares are held in electronic form, then change of address and change in the Bank Accounts etc. should be furnished to their respective Depository Participants.
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Members who have not yet registered their e-mail address with the Company or their respective Depository are requested to do so. In the context of General Meeting through VC/OAVM, availability of email id of shareholders will play key role for sending notice or other important communication to shareholders. Hence, Purva Sharegistry (India) Pvt. Ltd. is offering the facility for all shareholders (physical as well as demat) to update their email id with it for sending the notice of EGM. The facility for updating of e-mail id
of the shareholders shall be available on their website https://www.purvashare.comand the same can be updated by shareholders any time during the year.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
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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 (selfattested scanned copy of Aadhar Card) by email to NSDL/RTA email id [email protected]; [email protected]; Tel. No. 022-23010771 / 49614132.
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2.For Demat shareholders, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), 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) by email to NSDL/RTA email id [email protected]; [email protected]; Tel. No. 022-23010771 / 49614132.
PROCEDURE AND INSTRUCTION OF E-VOTING
In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Listing Regulations, 2015, the Company provides to its members, the facility to exercise their right to vote on resolutions proposed to be considered at the Extra Ordinary General Meeting (EGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM(“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
The facility for voting through E-voting shall also be made available at the EGM and the members attending the meeting shall be able to exercise their right to vote at the meeting through e-voting in case they have not casted their vote by remote e-voting.
The members who have casted their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
1.In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021 and Circular No. 02/2022 dated May 05, 2022 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
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Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
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The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 100 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
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The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited atwww.bseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
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EGM being convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020, MCA Circular No. 2/2021 dated January 13, 2021, MCA Circular No. 2/2022 dated May 05, 2022 and MCA Circular No. 09/2023 dated September, 29, 2023.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period begins on 28[th] February, 2024 at 09:00 A.M. and ends on 1[st] March, 2024 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. 24th February, 2024, 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 24th February, 2024.
- 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 and joining virtual meeting 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 eVoting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
4.Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual
Shareholders holding securities in demat mode with CDSL
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Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-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. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual You can also login using the login credentials of your demat account through Shareholders (holding your Depository Participant registered with NSDL/CDSL for e-Voting facility. securities in demat upon logging in, you will be able to see e-Voting option. Click on e-Voting mode) login through option, you will be redirected to NSDL/CDSL Depository site after successful their depository authentication, wherein you can see e-Voting feature. Click on company name participants or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
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 No. 127775 ” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on VC/OAVM” link placed under “Join General Meeting”:
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to M/s Nitesh Chaudhary & Associates Practicing Company Secretary [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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL officer/helpdesk at [email protected].
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to ([email protected]).
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method - explained at step 1 (A) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and
password for e-voting by providing above mentioned documents.
- 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.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/EGM ARE AS UNDER:-
- 1.The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e voting.
2.Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through eVoting system in the EGM.
- 3.Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
4.The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGHVC/OAVM ARE AS UNDER:
1.Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for eVoting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2.Members are encouraged to join the Meeting through Laptops for better experience.
- 3.Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4.Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
D) General Instructions:
i. The Board of Directors has appointed Nitesh Chaudhary, Practicing Company Secretary (Membership No. F- 10010), (M/s. Nitesh Chaudhary & Associates), has been appointed as the Scrutinizer to the e-voting process, and voting at the e-EGM in a fair and transparent manner.
ii. The Chairman shall formally propose to the members participating through VC/OAVM facility to vote on the resolutions as set out in the Notice of the e-EGM and announce the start of the casting of vote through the e-voting system of NSDL https://www.evoting.nsdl.com.
iii. The Scrutinizer shall, immediately after the conclusion of voting at the e-EGM, first count the votes cast at the meeting, thereafter unblock the votes through e-voting and make a Scrutinizers’ report of the total votes cast in favour or against, if any, to the Chairman or in his absence Vice-Chairman of the Company.
iv. The scrutinizer shall submit his report to the Chairman or Vice-Chairman of the Company, as the case may be, who shall declare the result of the voting. The results declared along with the scrutinizer’s report shall be placed on the Company’s website http://www.infogromotrade.com/and on the website of NSDL https://www.evoting.nsdl.comAnd shall also be communicated to the stock exchanges. The resolutions shall be deemed to be passed at the e-EGM of the Company on which the requisite votes will be given by members in favor of Resolution.
v.The Results declared along with the report of the Scrutinizer will be placed on the website of the Company http://www.infogromotrade.com/ and on the website of NSDL immediately after the declaration of results by the Chairman or by a person duly authorized. The results shall also be immediately forwarded to the BSE Limited, where the equity shares of the Company are listed.
vi. 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.comor call on toll free no.: 1800-222-990 or send a request to RTA at [email protected] NSDL at [email protected]
vii. Members, who would like to express their views or ask questions during the e-EGM will have to register themselves as a speaker may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at t [email protected] and mark cc to RTA @ [email protected] the period starting from 26th February, 2024 at 09:00 A.M. and ends on 28th February, 2024 at 05:00 P.M.. Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the e-EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the e-EGM. Please note that only questions of the members holding the shares as on cut-off date will be considered.
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT
(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
ITEM NO. 1: REGULARIZATION OF MR. ANUJ SURANA (DIN 10092412) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:
Board Meeting of the Company held on 03[rd ] January, 2024, the Board had appointed Mr. Anuj Surana (DIN : 10092412), as an additional Non-Executive Independent Director of the Company. In terms of Section 161(1) of the Act, Mr. Anuj Surana (DIN : 10092412), holds office up to the date of this ensuing General Meeting and is eligible for appointments as Non-Executive Independent Director.
The appointment of Mr. Anuj Surana (DIN : 10092412) for a term of 5 years from the date of her appointed stated in the resolution no. 1, his appointment shall be effective upon approval by the members in the Meeting and not liable to retire by rotation.
Mr. Anuj Surana (DIN : 10092412), is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director of the Company and has given declaration to the Board that he meets criteria for independence as provided under section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Except Mr. Anuj Surana (DIN : 10092412), no other directors, Key managerial personnel or their relatives thereof is interested or concerned in the proposed resolution.
The Board commends the resolution set out at item no. 1 of the approval members in general meeting as ordinary resolution
By order of the Board of Directors, Prismx Global Ventures Ltd Sd/Pratiksha Mashkariya Company Secretary
Date: 3[rd] Feb, 2024 Place: Mumbai
DETAILS OF THE DIRECTOR SEEKING APPOINTMENT AT THE FORTHCOMING EXTRA-ORDINARY GENERAL MEETING (IN PURSUANCE OF REGULATION 36(3)OF THE LISTING REGULATION)
| Brief Profile Name Father Name Date of Birth(Age) Permanent Account Number(PAN) Director Identification Number Relevant Provision Nationality Type Qualification Expertise Directorshipheld in other Companies No. of EquityShare held in the Company Relationship between Directors/KMP inter- se |
Brief Profile Name Father Name Date of Birth(Age) Permanent Account Number(PAN) Director Identification Number Relevant Provision Nationality Type Qualification Expertise Directorshipheld in other Companies No. of EquityShare held in the Company Relationship between Directors/KMP inter- se |
|
|---|---|---|
| Name | Mr. AnujSurana | |
| Father Name | Mr. Paras Mal Surana | |
| Date of Birth(Age) | 21/07/1994 | |
| Permanent Account Number(PAN) | FMGPS8030H | |
| Director Identification Number | 10092412 | |
| Relevant Provision | Section 149 of the act, 2013 read with the Companies (Appointment and qualification of Director) Rules, 2014 |
|
| Nationality | Indian | |
| Type | Independent Director | |
| Qualification | Professional(Member of ICSI) | |
| Expertise | Legal and Corporate Compliances | |
| Directorshipheld in other Companies | Nil | |
| No. of EquityShare held in the Company | Nil | |
| Relationship between Directors/KMP inter- se |
None |