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Puravankara Limited — Proxy Solicitation & Information Statement 2024
Apr 15, 2024
61023_rns_2024-04-15_8eee712e-fcd7-4592-88a1-60ccfc574fe7.pdf
Proxy Solicitation & Information Statement
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Date: 15.04.2024
To,
| The General Manager, Listing Operations Department of Corporate Services BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai- 400 001 Stock Code: 532891 |
The Manager, Listing Department, National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051 Stock Code:PURVA |
|---|---|
Dear Sir / Madam,
Sub: Postal Ballot Notice
Ref: Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations]
We enclose herewith a copy of the Postal Ballot Notice (“Notice”) of Puravankara Limited (the “Company”) dated 30 March 2024 together with the Explanatory Statement thereto, seeking approval of the Members of the Company, on the resolution forming part of the Notice.
In terms of the requirements specified in the various Circulars issued by the Ministry of Corporate Affairs form time to time, the Company is sending this Notice only through electronic mode to those members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 12[th] April, 2024 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.
The Company has engaged National Securities Depository Limited (“NSDL”) for facilitating e-voting. The remote e-voting period shall commence at 9:00 a.m. (IST) on Tuesday, 16[th] April, 2024 and shall end at 5:00 p.m. (IST) on Wednesday, 15[th] May, 2024. The remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e-voting module shall be disabled by NSDL upon expiry of the aforesaid period. The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date. Once the vote on the resolution is cast by the member, he/she shall not be allowed to change it subsequently. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting are provided in the Notice.
The Notice can also be accessed on the website of the Company at www.puravankara.com/investors and on the website of NSDL at www.evoting.nsdl.com.
This is for your information and records.
Thanking You.
Yours sincerely,
For Puravankara Limited
Digitally signed by SUDIP CHATTERJEE DN: c=IN, o=Personal, title=9184, SUDIP pseudonym=47657a8baa2b4ea2bd0d6ee6599d7a03, 2.5.4.20=7a9168235b6e4ff1a5f34f1bcd13bbbfcc8d69b 5cb421b19d1d0be6b0f733538, postalCode=700091, st=West Bengal, serialNumber=39429ab379439a3bacfadd28e74d9dfc9 CHATTERJEE 5347eb64c97c1f49bf9992a18a3e44e, cn=SUDIP CHATTERJEE Date: 2024.04.15 15:55:49 +05'30'
Sudip Chatterjee Company Secretary & Compliance Officer Membership No.: F11373
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PURAVANKARA LIMITED
(CIN: L45200KA1986PLC051571) Registered Office: No. 130/1, Ulsoor Road, Bangalore - 560 042 Tel: 080 2559 9000/4343999
Email: [email protected] Website: www.puravankara.com
Postal Ballot Notice
[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.]
| VOTING STARTS ON | VOTING ENDS ON |
|---|---|
| Tuesday, 16thApril, 2024 at 9:00 a.m. (IST) | Wednesday, 15thMay, 2024 at 5:00 p.m. (IST) |
Dear Member(s),
NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively the ‘MCA Circulars’) and any other applicable laws, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), to transact the special business as set out hereunder by passing a Special Resolution, through postal ballot (“Postal Ballot”) only by way of voting by electronic means (“remote e-voting”).
Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement setting out the material facts and the reasons/ rationale pertaining to the appended Resolution forms part of this Postal Ballot Notice (‘Notice’).
In terms of the requirements specified in the MCA Circulars, Puravankara Limited (‘Company’) is sending this Notice only through electronic mode to those members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 12[th] April, 2024 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/Depositories. In compliance Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed Resolutions is restricted to e-voting only i.e. by casting votes electronically instead of submitting postal ballot forms. The communication of assent / dissent of the members will take place through the remote e-voting system only.
In compliance with the provisions of Sections 108 and 110 of the Act read with the Rules, Regulation
44 of the Listing Regulations and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in Note no. 16 of this Notice. The Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating e-voting. Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of this Notice.
The remote e-voting period shall commence at 9:00 a.m. (IST) on Tuesday, 16[th] April, 2024 and shall end at 5:00 p.m. (IST) on Wednesday, 15[th] May, 2024. The remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e-voting module shall be disabled by NSDL upon expiry of the aforesaid period.
Pursuant to Rule 22(5) of the Rules, the Board of Directors at its meeting held on 30[th] March, 2024, has appointed Mr. Nagendra D. Rao, Practicing Company Secretary (Membership No. FCS 5553, CP No. 7731) as the Scrutinizer for conducting the Postal Ballot through the remote e-voting process in a fair and transparent manner and he has communicated his acceptance to be appointed and he will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
The Scrutinizer will submit his report to the Chairman or Company Secretary of the Company, or any other person authorised by the Chairman, and the result will be announced within two working days from the conclusion of the e-voting period i.e. on or before 5:00 p.m. (IST) on Friday, 17[th] May, 2024.
The declared Results along with Scrutinizer’s Report will be available forthwith on the Company’s website at www.puravankara.com/investors and on NSDL’s website at www.evoting.nsdl.com and will also be communicated to the BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), being the stock exchanges where equity shares of the Company are listed. Further, the same shall also be displayed for two days on the notice board of the Company at its Registered Office and its Head Office as well as Corporate Office.
The last date of e-voting, i.e. Wednesday, 15[th] May, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
The Notice can also be accessed on the website of the Company at www.puravankara.com/investors and on the websites of the Stock Exchanges, i.e. BSE at www.besindia.com and NSE at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.
SPECIAL BUSINESS:
- To approve alteration of the ‘Objects’ Clause of the Memorandum of Association 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 Section 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to the approval of the Registrar of Companies, Karnataka, the consent of the members of the Company be and is hereby accorded to alter the Objects clause of the Memorandum of Association of the Company as given
below:
The present Other Objects Clause III (B) of the Memorandum of Association be and is hereby altered by insertion of the following clause after Clause No. III (B)(46):
“47. To give guarantee for loans / financial facilities availed by or debentures issued by the Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner, to any bank/ financial institution including Insurance company, Mutual Fund, Alternate Investment Fund, Pension Fund and Foreign portfolio investment/NBFC/Debenture Trustees and to give guarantees for the performance of any contract or obligations and the payment of money (unsecured or secured or payable under or in respect of bonds, debenture ~~s~~ tocks, contracts, mortgages and securities of Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner or interest on any securities of such Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner and to become sureties to the banks/ financial institution/NBFC, for the performance of any contracts or obligations by such Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner as may be necessary for the business of the Company, whether or not such guarantee is in the ordinary course of business of the Company.”
RESOLVED FURTHER THAT the amended Memorandum of Association of the Company be and is hereby take on record and approved;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Ashish Ravi Puravankara, Managing Director, Mr. Abhishek Kapoor, Executive Director, Group CEO and CFO and Mr. Sudip Chatterjee, Company Secretary of the Company be and are hereby severally authorised, on behalf of the Company, 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.”
Place: Bengaluru Date: 30 March 2024
By Order of the Board of Directors For Puravankara Limited Sd/Sudip Chatterjee Company Secretary Membership No.: F11373
Notes:
1. The relevant Explanatory Statement pursuant to the provisions of Section 102(1) and 110 of the Act, read together with Rule 22 of the Rules and other applicable laws as amended, setting out the material facts relating to the aforesaid resolution and the reasons thereof is annexed hereto and forms part of this Notice.
2. The Company is sending this Notice only in electronic form to those members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories and whose e-mail addresses are registered with the Company/ Depository Participant(s), as on the Cut-Off Date i.e. 12[th] April, 2024.
3. Only those members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through Postal Ballot by remote e- voting. The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date. Once the vote on the resolution is cast by the member, he/she shall not be allowed to change it subsequently. A person who is not a member on the Cut-Off Date should treat this Notice for information purposes only.
It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Notice.
4. The remote e-voting shall commence on Tuesday, 16[th] April, 2024 at 9:00 a.m. (IST) and shall end on Wednesday, 15[th] May, 2024 at 5:00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
5. The resolution, if passed with requisite majority through Postal Ballot, will be deemed to be passed on the last date specified for remote e-voting i.e. Wednesday, 15[th] May, 2024 . Further, resolution passed by the members through Postal Ballot are deemed to have been passed as if they are passed at a general meeting of the members.
6. The Board of Directors has appointed Mr. Nagendra D. Rao, Practising Company Secretary (Membership No. FCS 5553, CP No. 7731), as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.
7. The Scrutinizer will submit his report to the Chairman of the Company or any other person as authorised by the Chairman after completion of scrutiny of the e-voting, and the result of the e- voting by Postal Ballot will be announced within two working days from the conclusion of the e- voting period i.e. on or before 5:00 p.m. (IST) on Friday, 17[th] May, 2024. The Scrutinizer’s decision on the validity of votes cast will be final.
8. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.puravankara.com/investors and on the website of NSDL at www.evoting.nsdl.com and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed and Registrar and Transfer Agent (RTA).
9. All the material documents referred to in the Notice will also be available for inspection only through electronic mode on all working days, without any fee, from the date of circulation of this Notice until the last date of receipt of votes by e-voting. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.
10. Members who have not registered their e-mail addresses so far are requested to support this green initiative by registering/ updating their e-mail addresses, as specified hereunder, so that they can receive the Annual Report and other communication from the Company electronically: (a) in respect of shares held in Electronic form - with their Depository Participants and (b) in respect of shares held in Physical form- with the Registrar & Share Transfer Agent.
11. Dispatch of this Notice and the Explanatory Statement shall be published through an
advertisement in one Regional Newspaper, widely circulated in Bengaluru (in vernacular language i.e., Kannada) and one English Newspaper circulated throughout India (in English Language).
12. The votes in this Postal Ballot cannot be exercised through proxy.
13. Mr. Sudip Chatterjee, Company Secretary of the Company, shall be responsible for addressing all the grievances in relation to this Postal ballot e-voting. Her details are as follows:
Name: Mr. Sudip Chatterjee
Designation: Company Secretary and Compliance Officer Registered office: 130/1, Ulsoor Road, Bangalore - 560 042 Email id: [email protected]; Phone No.: 080-4343- 9999
14. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhaar vide its circulars dated March 16, 2023, and November 17, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA Link Intime India Private Limited at [email protected]. The forms for updating the same are available on the website of the Company at www.puravankara/investors. Members holding shares in electronic form are requested to submit their PAN to their depository participant(s).
15. Awareness about Online Resolution of Disputes in the Indian Securities Market through Online Dispute Resolution ('ODR') Portal
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(I) This is to inform the Members that the Securities and Exchange Board of India ("SEBI") vide circular no. SEBI/HO/OIAE/OIAE_IAD1/P/CIR/2023/131 dated July 31, 2023 issued guidelines for online resolution of disputes in the Indian securities market through establishment of a common ODR Portal which harnesses online conciliation and online arbitration for resolution of disputes arising between investors/clients and listed companies (including their RTA's) or specified intermediaries/regulated entities in the securities market.
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(II) SEBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 has further clarified that the investor shall first take up his/her/their grievance with the Market Participant (Listed Companies, specified intermediaries, regulated entities) by lodging a complaint directly with the concerned Market Participant. If the grievance is not redressed satisfactorily, the investor may escalate the same through the SCORES Portal https://scores.gov. in/scores/Welcome.html in accordance with the process laid out. After exhausting the above options for resolution of the grievance, if the investor is still not satisfied with the outcome, he/ she/they can initiate dispute resolution through the ODR Portal.
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(III) The SMART ODR Portal can be accessed at: https://smartodr.in/login.
16. Instructions for e-voting:
The process to vote electronically on NSDL e-voting system consists of 2 steps:
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 below:
| Type of shareholders | Login Method |
|---|---|
| Individual | 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. |
| Shareholders | https://eservices.nsdl.com either on a Personal Computer or on a |
| holding securities in | mobile. On the e-Services home page click on the “Beneficial Owner” |
| demat mode with | icon under “Login” which is available under ‘IDeAS’ section, this will |
| NSDL. | prompt you to enter your existing User ID and Password. After successful |
| authentication, you will be able to see e-Voting services under Value | |
| added services. Click on “Access to e-Voting” under e-Voting services and | |
| you will be able to see e-Voting page. Click on company name or e- | |
| Voting service provider i.e. NSDL and you will be re-directed to e-Voting | |
| website of NSDL for casting your vote during the remote e-Voting period. | |
| 2. If you are not registered for IDeAS e-Services, option to register is | |
| available athttps://eservices.nsdl.com.Select “Register Online for IDeAS | |
| Portal” or click at https://eservices.nsdl.com/SecureWeb/ |
|
| IdeasDirectReg.jsp | |
| 3. Visit the e-Voting website of NSDL. Open web browser by typing the | |
| following URL:https://www.evoting.nsdl.com/ either on a Personal | |
| Computer or on a mobile. Once the home page of e-Voting system is | |
| launched, click on the icon “Login” which is available under | |
| ‘Shareholder/Member’ section. A new screen will open. You will have to | |
| enter your User ID (i.e. your sixteen digit demat account number hold | |
| with NSDL), Password/OTP and a Verification Code as shown on the | |
| screen. After successful authentication, you will be redirected to NSDL | |
| Depository site wherein you can see e-Voting page. Click on company | |
| name or e-Voting service provider 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 1. Users who have opted for CDSL Easi / Easiest facility, can login through Shareholders their existing user id and password. Option will be made available to holding securities in reach e-Voting page without any further authentication. The users to demat mode with login Easi / Easiest are requested to visit CDSL website CDSL. www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Type of shareholders Login Method 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 Click on e-Voting option, you will be redirected to NSDL/CDSL Depository depository participants 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 |
| holding securities in demat | helpdesk by sending a request [email protected] call at 022 - | |
| mode with | NSDL | 4886 7000 |
| Individual | Shareholders | Members facing any technical issue in login can contact CDSL |
| holding securities in demat | helpdesk by sending a request [email protected] | |
| mode with | CDSL | or contact at toll free no. 1800 22 55 33 |
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.
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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 thenyour user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID. For example, if your Beneficiary ID is 12** thenyour 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 127528 then user ID is 127528001 |
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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 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’?
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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.
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.
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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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at [email protected].
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), AADHAAR (self attested scanned copy of Aadhaar 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), AADHAAR (self attested scanned copy of Aadhaar Card) to [email protected]. If you are an Individual shareholder 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, shareholders/members may send a request at [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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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.
EXPLANATORY STATEMENT
[PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013]
Item No. 1
The Members are informed that the Other Objects Clause of the Memorandum of Association (“MoA”) of the Company is required to be altered by inserting new clause to provide the Corporate Guarantee by the Company to third parties on behalf of its group entities to achieve the business objectives of the group as a whole.
The present Other Objects Clause III (B) of the Memorandum of Association be and is hereby altered by insertion of the following clause after Clause No. III (B)(46):
“47. To give guarantee for loans / financial facilities availed by or debentures issued by the Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner, to any bank/ financial institution including Insurance company, Mutual Fund, Alternate Investment Fund, Pension Fund and Foreign portfolio investment/NBFC/Debenture Trustees and to give guarantees for the performance of any contract or obligations and the payment of money (unsecured or secured or payable under or in respect of bonds, debenture ~~s~~ tocks, contracts, mortgages and securities of Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner or interest on any securities of such Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner and to become sureties to the banks/ financial institution/NBFC, for the performance of any contracts or obligations by such Subsidiaries, Joint Ventures, Associates, Limited Liability Partnership Firms and Partnership Firms where the Company is a Partner as may be necessary for the business of the Company, whether or not such guarantee is in the ordinary course of business of the Company.”
Section 13 of the Companies Act, 2013 states that a Company may, by a special resolution, alter the provisions of its MoA. The Board of Directors at its meeting held on 30[th] March, 2024 has approved the alteration in the Objects Clause of the MoA of the Company, subject to the approval of the Members of the Company by the way of postal ballot. The special resolution passed by postal ballot shall be filed with the Registrar of Companies who shall register the alteration of the MoA with respect to the objects of the Company and certify the registration.
The Board has recommended approval of the resolution as set out in the accompanying Notice as a special resolution. Considering the above facts, the approval of the Members is sought through remote e-voting via postal ballot for effecting the alteration in the existing Other Objects Clause of the MoA of the Company by adding sub-clause 47 in the Clause III (B) of the MoA. The MoA along with the proposed amendment is available for inspection by the Members on the website of the Company.
None of the directors / key managerial personnel or their relatives, are directly or indirectly concerned or interested, financial or otherwise, in the resolutions set out in Item No. 1 of the accompanying Notice.
The Board of Directors recommend passing of the Special Resolution set out in Item No. 1 of the Notice.
By Order of the Board of Directors For Puravankara Limited
Place: Bengaluru Date: 30 March 2024
Sd/Sudip Chatterjee Company Secretary Membership No.: F11373