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Pyramid Technoplast Limited — AGM Information 2024
Aug 17, 2024
59722_rns_2024-08-17_40531ded-eb4b-402c-bde6-80bb8819819f.pdf
AGM Information
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SEC: 28/2024-25
Date: August 17, 2024
National Stock Exchange of India Ltd.
BSE Limited
Exchange Plaza, 5[th] Floor, 1[st] Floor, New Trading Ring, Plot No. C/1, G Block, Rotunda Bldg., P. J. Towers, Bandra- Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai – 400 051 Mumbai 400 001
Symbol: PYRAMID Scrip Code: 543969
Through: NEAPS Through: BSE Listing Centre
Dear Sir/Madam,
Sub: Notice of the 26[th] Annual General Meeting (“26[th] AGM”) of Pyramid Technoplast Limited (“Company”).
This is further to our letter dated August 9, 2024, wherein the Company had informed that the 26[th] AGM of the Company is scheduled to be held on Monday, September 9, 2024.
Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and Circulars issued in this regard, please find enclosed herewith Notice of the 26[th] AGM scheduled to be held on Monday, September 9, 2024, at 11:30 a.m. (IST) via Video Conferencing (VC)/Other Audio‐Visual Means (OAVM).
The Notice of the 26[th] AGM is available on the website of the Company, at https://pyramidtechnoplast.com/ and also on the website of Central Depository Services (India) Limited at https://www.cdslindia.com/.
We request you to take the above on record and that the same be treated as compliance under the applicable provisions of the SEBI Listing Regulations and other applicable laws, if any.
Thanking you, Yours faithfully, For Pyramid Technoplast Limited, ZOYA Digitally signed by ZOYA JAHUR JAHUR SHAIKH Date: 2024.08.17 SHAIKH 12:19:45 +05'30' ___ Zoya Jahur Shaikh Company Secretary & Compliance officer ACS: 65907
Encl.: As above
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NOTICE
NOTICE is hereby given that the 26[th] Annual General Meeting (“AGM”) of the Members of Pyramid Technoplast Limited (Formerly Known as Pyramid Technoplast Private Limited) (“The Company”) will be held on Monday, September 9, 2024, at 11:30 a.m. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) to transact the following businesses:
ORDINARY BUSINESS:
Item No. 1: Adoption of Financial Statements and Reports thereon:
To consider and adopt the Audited financial statements of the Company for the financial year ended March 31, 2024, together with the Report of the Board of Directors and the Auditors thereon.
Item No. 2: Appointment of Director in place of retiring
Director:
To appoint a Director in place of Mrs. Madhu Jaiprakash Agarwal (DIN: 02267682) who retires by rotation and being eligible, offers herself for re-appointment.
SPECIAL BUSINESS:
Item No. 3: To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2025.
To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of Rs. 75,000/- (Rupees Seventy-Five Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, as approved by the Board upon recommendation of the Audit Committee, to be paid to M/s. JNP & Associates, Cost Accountants (Firm Registration Number 000572) as Cost Auditors of the Company for conducting the cost audit for financial year 2024-25, be and is hereby ratified, confirmed and approved.”
Item No. 4: Enhancement of the existing Investment limit
under Section 186 of the Companies Act, 2013:
To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:
“ RESOLVED THAT , in superstition to the earlier resolution passed in the Annual General Meeting of the members held on Wednesday, July 26, 2023, pursuant to the provisions of Section 186 of the Companies Act, 2013 (‘the Act’) read with
the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Members be and is hereby accorded to the Board of Directors of the Company to grant loans and advances or make investments in the securities of any other body corporate or provide securities or guarantees for such an amount that the aggregate of such loans and investments made or to be made, the amounts for which guarantee or security so far provided in connection with a loan to any other body corporate or person, along with the investment, loan, guarantee or security proposed to be made or given by the Company in excess of the limits prescribed under Section 186 of the Act, viz., 60% of the Company’s paid-up share capital, free reserves and securities premium account or 100% of the Company’s free reserves and securities premium, whichever is more, upon such terms and conditions as the Board may think fit, provided that the amount of such total loans or investments made, guarantees given and securities provided shall not at any time exceed Rs.200 crore (Rupees Two Hundred Crores Only).
RESOLVED FURTHER THAT , any Director or Company Secretary of the Company be and is hereby authorized to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to carry on the purpose of this resolution.”
Item No. 5: Alteration of object clause of Memorandum of
Association (MOA) 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 provisions of Section 13 of the Companies Act, 2013, and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the rules framed there under, subject to the approval of the Registrar of Companies (ROC), Mumbai, and the Statutory or Regulatory Authority, if any, the consent of members of the Company be and is hereby accorded to amend/alter Main Object clause of the Memorandum of Association (MOA) of the Company by inserting following clause in the existing main object clause of the Company as under;
- To carry on the business of collection, segregation, transportation, trading, processing, composting, recycling, treatment and disposal of plastic and plastic products including HDPE Plastic packaging material or other plastic products and act as dealers in plastic raw materials, resins, goods and articles connected with the plastic manufacturing industry.
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RESOLVED FURTHER THAT , any Director or Key Managerial Personnel (KMP) of the Company be and is hereby severally authorized, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary document(s), application(s) and return(s) for the purpose of giving effect to the aforesaid resolution, and file necessary E-form(s) with the Registrar of Companies (ROC).”
By Order of the Board For Pyramid Technoplast Limited
Sd/- Zoya Jahur Shaikh Company Secretary & Compliance Officer ACS: 65907
Registered Office:
Office No.2, 2nd Floor, Shah Trade Centre, Rani Sati Marg, Near W.E Highway, Malad (East), Mumbai, Maharashtra, India, 400097 CIN: L28129MH1997PLC112723 E-mail: [email protected] Website: https://pyramidtechnoplast.com/ Date: August 9, 2024 Place: Mumbai
Annual Report 2023-24
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NOTES:
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Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013”, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022 and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 in relation to “Clarification on holding of Annual General Meeting (‘AGM’) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) the Company is convening the 26th AGM through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India (‘SEBI’), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 7, 2023 (‘SEBI Circulars’) and other applicable circulars issued in this regard, has provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). In compliance with the provisions of the Companies Act, 2013 (‘the Act’), the Listing Regulations and MCA Circulars, the 26th AGM of the Company is being held through VC/OAVM on Monday, September 9, 2024, at 11:30 a.m IST. The deemed venue for the AGM will be the Registered Office of the Company, i.e., Office No.2, 2nd Floor, Shah Trade Centre, Rani Sati Marg, Near W.E Highway, Malad (East), Mumbai, Maharashtra, India, 400097.
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The explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts concerning the business under Item No. 3, 4 & 5 of the Notice is annexed hereto. The relevant details pursuant to Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this AGM are also annexed.
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Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM 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 AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map for the AGM are not annexed to this Notice.
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Corporate Members and Institutional Investors intending to appoint their authorised representatives pursuant to Section 113 of the Act to attend the AGM through VC/OAVM or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution by e-mail at cs@ pyramidtechnoplast.com.
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As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members holding shares in single name are advised to make nomination in respect of their shareholding. Members holding shares in dematerialised form can lodge their nomination with their Depository Participant (“DP”) and Member holding shares in physical form are required to fill and submit Form No. SH-13 (available on request) with the Company’s Registrar and Share Transfer Agent M/s. Bigshare Services Private Limited (“RTA”).
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Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant.
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Members are requested to register their E-mail address with the Company/Registrar & Transfer Agents so as to receive the Annual Report and other communication electronically.
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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 AGM.
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Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 (“Act”).
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The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred to in this Notice can be obtained for inspection by writing to the Company at cs@ pyramidtechnoplast.com till the date of the AGM.
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In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with Annual Report 2023–24 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participants. Members may note that the Notice and Annual Report 2023–24 will also be available on the Company’s website at https:// pyramidtechnoplast.com/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
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The Company will also be publishing an advertisement in newspaper containing the details about the AGM i.e. the conduct of AGM through VC/OAVM, date and time of AGM, availability of notice of AGM at the Company’s website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/RTA and other matters as may be required.
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- Members who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably.
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
17. Scrutinizer’s Report:
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Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Regulations 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (“CDSL”) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using remote e-voting system as well as voting on the day of the AGM will be provided by CDSL.
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The remote e-voting period begins on Thursday, September 5, 2024, at 9:00 a.m. and ends on Sunday, September 8, 2024, at 5:00 p.m. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, August 30, 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.
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The Members can join the AGM 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 AGM through VC/OAVM will be made available for 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
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a) The Company has appointed Mr. Rinkesh Gala proprietor of Rinkesh Gala & Associates (ACS 42486 and COP No.20128), to act as the Scrutiniser, to scrutinise the e-voting process in a fair and transparent manner.
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b) The Scrutiniser shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting (votes cast during the AGM and votes cast through remote e-Voting) and issue, not later than two working days of conclusion of the AGM, a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
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c) The result declared along with the Scrutiniser’s Report shall be placed on the Company’s website at https:// pyramidtechnoplast.com/ and on the website of CDSL. The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
18. The Instructions for Members for Remote e-voting and joining the meeting are as under:
How do I vote electronically using CDSL e-Voting system?
The way to vote electronically on CDSL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
A) Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL Depository |
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible Companies where the evoting is in progress as per the information provided by Company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. |
Annual Report 2023-24
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| Type of shareholders |
Login Method |
|---|---|
| 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl websitewww. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers. |
|
| Individual Shareholders holding securities in demat mode withNSDL Depository |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting |
| Individual Shareholders (holding securities in demat mode) login through theirDepository Participants (DP) |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period 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. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| 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 helpdesk.evoting@cdslindia. com or contact at toll free no. 1800 21 09911 |
| 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: 022 - 4886 7000 and 022 - 2499 7000 |
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Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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A) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form. 1) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on “Shareholders” module. 3) Now enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below: For Physical shareholders and other than individual shareholders holding shares in Demat.
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PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
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Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat Details OR Date account or in the Company records in order to login. of Birth (DOB) • If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field.
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7) After entering these details appropriately, click on “SUBMIT” tab.
assent to the Resolution and option NO implies that you dissent to the Resolution.
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8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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9) Click on the EVSN for the relevant on which you choose to vote.
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10) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
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11) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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12) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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13) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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14) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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15) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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16) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
Annual Report 2023-24
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17) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia. com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@ pyramidtechnoplast.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
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Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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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.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance on or before September 2, 2024 mentioning their name, demat account number/folio number, email id, mobile number at [email protected].
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the AGM 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 e-Voting system available during the AGM.
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If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:
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For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call toll free no. 1800 21 09911.
- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item No. 3:
The Board of Directors at its meeting held on May 22, 2024, based on the recommendations of the Audit Committee, had approved the appointment and remuneration of M/s. JNP & Associates, Cost Accountants (Firm Registration Number 000572), as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending March 31, 2025, at a remuneration not exceeding Rs. 75,000/- (Rupees Seventy-Five Thousand only) excluding taxes and reimbursement of out-ofpocket expenses at actuals, if any, in connection with the audit. The overall remuneration proposed to be paid to the Cost Auditor for the financial year ending March 31, 2025, is commensurate to the scope of the audit to be carried out by the Cost Auditors.
M/s. JNP & Associates, Cost Accountants have confirmed that they hold a valid certificate of practice under Sub-section (1) of Section 6 of the Cost and Works Accountants Act, 1959. In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) for the time being in force), the remuneration payable to Cost Auditor has to be ratified by the members of the Company.
Accordingly, ratification by the members is sought to the remuneration payable to the Cost Auditor for conducting the audit of the cost records of the Company for the financial year ending March 31, 2025.
None of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their respective shareholding, if any, in the Company.
The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the members.
Item No. 04:
As per Section 186 (2) of the Companies Act, 2013 (‘the Act’), the Company can give loans, advances, guarantees or provide any security in connection with the loan:
-
up to 60% of its paid-up share capital, free reserves and security premium account; or
-
100% of its free reserves and securities premium account, whichever is more.
Registered Office
Office No. 02, 02nd Floor, Shah Trade Centre, Rani Sati Marg, Malad (E), Mumbai- 400097
As per Section 186 (3) of the Act, the Company can give loans and make investments exceeding the aforesaid limits, after taking prior approval of members by means of a Special Resolution passed at a General Meeting of the Company.
The Shareholders had approved the proposal for giving loans, guarantees and making investments upto Rs 100 crore, keeping in mind the foreseeable growth in business activities based on the assessment made at that point in time at the AGM of the Company held in July 2023.
Keeping in mind Company’s existing and future business prospects as well as other requirements that may arise in business, it is proposed to enhance the limit of investments by way of subscription, purchase or otherwise, the securities of any other body corporate, giving loans, guarantees and providing securities in connection with a loan of any person or other body corporate under Section 186 of the Act in excess of the limit upto an extend of Rs.200 crore.
None of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their respective shareholding, if any, in the Company.
The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the members.
Item No. 05:
The Special Resolution contained in Item 05 of the Notice, has been proposed pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, read with the relevant rules framed thereunder and in accordance with the applicable guidelines, rules and regulations of the Securities and Exchange Board of India (“SEBI”),and it is proposed to Alter the Main Object of the Company by insertion of new clause no. 3 in Memorandum of Association (MOA) of the Company to expand the business operation and is planning to widen its proposed business by undertaking new activities as per the resolution stated above.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise, in the resolution, except to the extent of their respective shareholding, if any, in the Company.
The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the members.
For and on behalf of the Board Pyramid Technoplast Limited
Sd/-
Zoya Jahur Shaikh
Company Secretary & Compliance Officer ACS: 65907
Annual Report 2023-24
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DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTH COMING ANNUAL GENERAL MEETING
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings]
| Name of Director | Mrs. Madhu Jaiprakash Agarwal |
|---|---|
| Date of Birth | January9,1981 |
| Date of First Appointment | May19,2006 |
| Qualification | B.com |
| Expertise in specific functional areas | She holds a bachelor’s degree in commerce from Calcutta University. She has over sixteen (16) years of experience in human resource,compliance and administration. |
| Terms and conditions of appointment or re-appointment | Re – appointment of Mrs. Madhu Jaiprakash Agarwal, whose term shall be liable to retire byrotation |
| Directorships in other listed entities as on March 31,2024 | Nil |
| Membership of any Committees of other listed entities as on March 31,2024 |
Nil |
| Name of Listed entities from which the person has resigned in the past threeyears |
Nil |
| No of EquityShares held in the Company | 32,78,800 EquityShares |
| Relationship between directors inter-se | Wife of Mr. Jaiprakash Agarwal and Daughter in law of Mr. Bijaykumar Agarwal |
PYRAMID TECHNOPLAST LTD
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