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RAJVI LOGITRADE LIMITED — Proxy Solicitation & Information Statement 2025
May 30, 2025
61187_rns_2025-05-30_30bb877d-81ac-4145-8b46-18563b4a1e50.pdf
Proxy Solicitation & Information Statement
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RAJVI LOGITRADE LIMITED
(Formerly known as Suryakrupa Finance Limited)
Reg. Off.: Plot No. 267, Ward 12/B, Gandhidham, Gujarat - 370201 CIN: L60200GJ1986PLC083845| E-Mail: [email protected] Web: www.rajvilogitrade.com | Tel. No.: +91-9979898027
Date: 30/05/2025
To Department of Corporate Services, BSE Ltd. P.J. Towers, Dalal Street, Fort, Mumbai - 400001 Scrip Code: - 511185
Dear Sir/Madam,
Sub: - Postal Ballot Notice - Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as "SEBI Listing Regulations")
Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice together with the Explanatory Statement and Instructions for remote e-voting, for seeking approval of the Shareholders of Rajvi Logitrade Limited (“the Company”) for the following businesses:
| Sr No. | Particulars |
|---|---|
| 1 | Increase in the Authorised Share Capital of the Company and Consequent Alteration in the Memorandum of Association of the Company |
| 2 | Appointment of Mr. Maulin Bhavesh Acharya (Din: 00010405) as Non-Executive & Non-Independent Director of the Company |
| 3 | Appointment of Mr. Narendrasinh Dalpatsinh Rana (Din: 02543871) as Non- Executive & Non-Independent Director of the Company: |
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for providing remote e-Voting facilities to the Members. The remote e-Voting facility would be available during the following period:
| Commencement of e-Voting | 9.00 a.m. IST on Sunday,June 01,2025 |
|---|---|
| End of e-Voting | 5.00p.m. IST on Monday,June 30,2025 |
The Company has appointed Practicing Company Secretary Mr. Sharvil B. Suthar, (Membership No. F11466) partner of M/s. Suthar & Surti, Company Secretaries to act as the Scrutinizer.
In compliance with the requisite circulars issued by Ministry of Corporate Affairs, the Notice of the Postal Ballot is being sent by electronic mode only to those Shareholders whose names appeared in the Register of Members/ List of Beneficial Owners as maintained by the Company
RAJVI LOGITRADE LIMITED
(Formerly known as Suryakrupa Finance Limited)
Reg. Off.: Plot No. 267, Ward 12/B, Gandhidham, Gujarat - 370201 CIN: L60200GJ1986PLC083845| E-Mail: [email protected] Web: www.rajvilogitrade.com | Tel. No.: +91-9979898027
/ Depositories / Registrar and Share Transfer Agent (“RTA”) respectively, at the close of business hours on Friday 23[rd] May, 2025 (“Cut-off date”) and whose email addresses are registered with the Company/ RTA/Depositories. Members of the Company holding shares either in physical or electronic form, as on the cut-off date, i.e. May 23, 2025, shall cast their vote electronically. Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically. The said Postal Ballot Notice is also being uploaded on the website of the Company at www.rajvilogitrade.com
Kindly take the same on record.
Thanking you, For, Rajvi Logitrade Limited
SAPNA JAGDISH TOLANI Digitally signed by SAPNA JAGDISH TOLANI DN: c=IN, o=Personal, title=7243, pseudonym=lY9aBWoIPUr8bM5VVRFyprBRKjI9mEAH, 2.5.4.20=61c8a0b9aaf340898486a67275c5167ff47f66cf7bd7a3a2c375c2c2dd5bebef, postalCode=370201, st=Gujarat, serialNumber=45055bbc6a48e11a89ae9bfbb99cdca43df0f4e7491572ffb1bdffe5fc703ff1, cn=SAPNA JAGDISH TOLANI Date: 2025.05.30 19:08:03 +05'30' _______ Sapna Tolani Company Secretary
Encl.:- As Above
RAJVI LOGITRADE LIMITED
(Formerly known as Suryakrupa Finance Limited) Reg. Off.: Plot No. 267, Ward 12/B, Gandhidham, Gujarat - 370201 CIN: L60200GJ1986PLC083845| E-Mail: [email protected] Web: www.rajvilogitrade.com | Tel. No.: +91-9979898027
POSTAL BALLOT NOTICE
[Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22(1) of the Companies (Management and Administration) Rules, 2014]
Dear Member(s),
NOTICE is hereby given pursuant to Sections 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or reenactment thereof for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India (“Secretarial Standard - 2”), each as amended and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e-voting vide General Circular no. 20/2020 dated 5th May, 2020 read with circular nos. 14/2020, 17/2020, 09/2023 and 09/2024 dated 8th April, 2020, 13th April, 2020, 25th September, 2023 and 19th September, 2024 respectively (collectively referred to as “ Circulars”), to transact the following special businesses as considered in the resolutions appended below through Postal Ballot only by way of remote e-voting (“evoting”):
ITEM NO.1: INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:
To consider and if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modifications or reenactment thereof for the time being in force), and in accordance with the provisions of the Memorandum of Association and Articles of Association, consent of the members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from existing Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) divided into 25,00,000 (Twenty-Five Lakhs) Equity shares of Rupees 10/- (Rupees Ten) each to Rs. 6,50,00,000 (Rupees Six Crore Fifty Lakhs only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of Rs. 10/- each (Rupees Ten only) ranking pari passu in all respect with the existing Equity Shares of the Company.”
“RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted as follows:
V. The Authorised Share Capital of the Company is Rs. 6,50,00,000 (Rupees Six Crores Fifty Lakhs only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of Rs. 10/- each (Rupees Ten only).
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“RESOLVED FURTHER THAT the Board of Directors of the Company (“the Board”) and / or the Company Secretary and / or any other person authorised by the Board be and is hereby authorised to do all such acts, deeds, matters and things, including but not limited to filing of necessary forms / documents with appropriate authorities and to execute all such documents, instruments in writing as may be deemed necessary and/or expedient to give effect to this resolution.”
ITEM NO.2: APPOINTMENT OF MR. MAULIN BHAVESH ACHARYA (DIN: 00010405) AS NON-EXECUTIVE & NON-INDEPENDENT DIRECTOR OF THE COMPANY:
To consider and if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 152 ,161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions {including any statutory modification(s) or re-enactment(s) thereof, for the time being in force} and other applicable Regulation(s) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), and based on the recommendation of Nomination & Remuneration Committee and approval by the Board of Directors, Mr. Maulin Bhavesh Acharya (DIN: 00010405), who was appointed as an Additional Director on the Board of the Company w.e.f. 15th May, 2024, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director to be designated as Non-Executive & NonIndependent Director on the Board of Directors of the company, the period of whose office shall be liable to retire by rotation.”
“ RESOLVED FURTHER THAT Board of Directors and Company Secretary of the Company, be and is hereby empowered and authorized to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.”
ITEM NO.3: APPOINTMENT OF MR. NARENDRASINH DALPATSINH RANA (DIN: 02543871) AS NONEXECUTIVE & NON-INDEPENDENT DIRECTOR OF THE COMPANY:
To consider and if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 152, 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions {including any statutory modification(s) or re-enactment(s) thereof, for the time being in force} other applicable Regulation(s) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of Nomination & Remuneration Committee and approval by the Board of Directors, Mr. Narendrasinh Dalpatsinh Rana (DIN: 02543871), who was appointed as an Additional Director on the Board of the Company w.e.f. 15th May, 2024, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director to be designated as Non-Executive & Non-
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Independent Director on the Board of Directors of the company, the period of whose office shall be liable to retire by rotation.”
“ RESOLVED FURTHER THAT Board of Directors and Company Secretary of the Company, be and is hereby empowered and authorised to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.”
Date: 15/05/2025 Registered office: Plot no. 267, Ward 12/B, Gandhidham - 370201
By Order of the Board Rajvi Logitrade Limited
sd/Sapna Tolani Company Secretary Mem. No. A47587
NOTES:
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The Explanatory Statement pursuant to Sections 102, 110 of the Companies, 2013 (‘the Act’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’) and other applicable provisions, as amended from time to time setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.
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The Board of Directors has, at its meeting held on May 15, 2025, appointed Mr. Sharvil B. Suthar, Practicing Company Secretary (Membership No. F11466) and failing him Mr. Jay Surti, Practicing Company Secretary (Membership No. F11534) partners of M/s. Suthar & Surti, Company Secretaries to act as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.
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In compliance with the MCA Circulars, the Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members/List of Beneficial Owners and whose e-mail IDs are registered with the Company/ Depositories as on the cut-off date i.e. Friday, May 23, 2025.
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In compliance with the provisions of Sections 108 & 110 and other applicable provisions of the Act read with the Rules made thereunder, the Company is pleased to offer remote e-voting facility to all the Members of the Company. For this purpose, the Company has availed the services of (“CDSL”) Central Depository Services (India) Limited for facilitating remote e-voting to enable the Members to cast their votes electronically.
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The Members, whose names appear in the Register of Members / List of Beneficial Owners as on Friday, May 23, 2025., being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice through remote e-voting only. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the said cutoff date. Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid
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business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent only through the remote e-voting system. This Postal Ballot is being initiated in compliance with the MCA Circulars.
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This Notice is also available on the Company’s website i.e. www.rajvilogitrade.com and also on the website of stock exchanges i.e. www.bseindia.com and on the website of CDSL at www.evotingindia.com. A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purposes only.
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The remote e-voting period will commence from 09.00 a.m. (IST) on Sunday, June 01, 2025 and will end at 05.00 p.m. (IST) on Monday, June 30, 2025. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Resolution(s) passed by the Members through this Postal Ballot (through remote e-voting) shall be deemed to have been passed as if it has been passed at a General Meeting of the Members. The resolutions, if approved by the requisite majority of Members by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting, i.e. Monday, June 30, 2025.
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On completion of the scrutiny of the Postal Ballot, the Scrutinizer will submit the report to the Company Secretary or Managing Director of the Company or any other authorized person within prescribed timelines. The results of the Postal Ballot will be declared within two (2) working days of the conclusion of the Postal Ballot and will be displayed along with the Scrutinizer’s Report at the Registered Office of the Company after communication to the Stock Exchanges viz. BSE Limited (www.bseindia.com), where equity shares of the Company are listed, in accordance with the SEBI Listing Regulations and additionally be uploaded on the Company’s website www.rajvilogitrade.com and on the website of CDSL at www.evotingindia.com
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The instructions for Members for remote e-voting are as under:
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Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
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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.
The voting period begins on 1[st ] June, 2025 and ends on 30[th] June, 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23[rd] May, 2025 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.
Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed
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that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode
- (i) 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.
Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| 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. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and 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. 3) 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. 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.comhome 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 evoting is in progress and also able to directly access the system of all e-VotingService Providers. |
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| 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. 2) If the user is 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 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 duringthe remote e-Voting period. |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository 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. |
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 withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode withNSDL |
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 |
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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(ii) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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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.
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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. | |
|---|---|
| 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. |
| Dividend Bank Details ORDate of Birth(DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. 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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(iii) After entering these details appropriately, click on “SUBMIT” tab.
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(iv) 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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(v) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(vi) Click on the EVSN for the relevant Rajvi Logitrade Limited on which you choose to vote.
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(vii) 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 assent to the Resolution and option NO implies that you dissent to the Resolution.
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(viii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(ix) 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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(x) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xi) 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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(xii) 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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(xiii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
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(xiv) 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 [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; [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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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 (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .
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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.
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If you have any queries or issues regarding 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 [email protected] or call at toll free no. 1800 21 09911
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013
Item No. 1:
In order to facilitate issue of equity shares and for further requirements, if any, it is proposed to increase the Authorized Share Capital to ₹ 6,50,00,000/- (Rupees Six Crores Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of ₹ 10/- (Rupees Ten Only) each. The Board of Directors of the Company at their meeting held on Thursday, May 15, 2025, has approved the resolution for increase in Authorized Share Capital of the company.
The proposed increase in the authorized share capital requires amendment in the Capital Clause of the Memorandum of Association of the Company.
Accordingly, Clause V of the Memorandum of Association of the Company is proposed to be amended as set out in Item No. 1 of the accompanying Notice reflecting the corresponding changes in the Authorized Share Capital of the Company, consequent to the proposed increase in the authorized share capital from ₹ 2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) divided into 25,00,000 (Twenty Five Lakhs) Equity Shares of ₹ 10/- (Rupees Ten Only) each to ₹ 6,50,00,000/- (Rupees Six Crores Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of ₹ 10/- (Rupees Ten Only) each.
Accordingly, consent of the members is sought for passing Ordinary Resolution as set out at Item No. 1 of the Notice. None of the Directors and Key Managerial Personnel of the Company including their relatives are, directly or indirectly, interested in the proposed resolution.
A copy of the Memorandum of Association and Articles of Association of the Company is open for inspection by the Members during the business hours on working days up to the last date of e-voting.
Item No. 2:
The Nomination and Remuneration Committee (N&RC) at its meeting held on May 15, 2025 had assessed the candidature of Mr. Maulin Bhavesh Acharya (DIN: 00010405) and having found him appropriate, recommended his appointment to the Board of Directors. In terms of Sections 152 and 161 of the Companies Act, 2013, the Board of Directors of the company, based on the recommendation of the N&RC, had reviewed the candidature of Mr. Maulin Bhavesh Acharya and appointed him as an Additional Director (Non-Executive liable to retire by rotation) on May 15, 2025. In the opinion of the Board, Mr. Maulin Bhavesh Acharya (DIN: 00010405) have the necessary knowledge, experience and expertise for being appointed as Non-Executive Directors, liable to retire by rotation. A profile of Mr. Maulin Bhavesh Acharya is
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also annexed to the Notice in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and Secretarial Standard.
Mr. Maulin Bhavesh Acharya has consented to act as Director of the Company along with a declaration to the effect that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act, and has not been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The Company has received notice under Section 160 of the Companies Act, 2013 from member signifying intention to propose the candidature of Mr. Maulin Bhavesh Acharya for the office of a nonexecutive Director of the Company.
As per the provisions contained under Section 161 of the Companies Act, 2013, the “Additional Director” so appointed shall hold office upto the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held. However, pursuant to applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), approval of the shareholders is sought for the appointment of Mr. Maulin Bhavesh Acharya (DIN: 00010405) as a non-executive & non-independent Director of the Company.
Your directors, therefore, recommend the passing of the Ordinary Resolution as set forth in Item No. 2 of this Notice, to approve the appointment of Mr. Maulin Bhavesh Acharya (DIN - 00010405) as Non-Executive & Non-Independent Director.
Except Ms. Rajvi Maulin Acharya none of the director or Key Managerial Personnel, and their relatives are interested or concerned, financially or otherwise in the proposed resolution.
Item No. 3:
The Nomination and Remuneration Committee (N&RC) at its meeting held on May 15, 2025 had assessed the candidature of Mr. Narendrasinh Dalpatsinh Rana (DIN: 02543871) and having found him appropriate, recommended his appointment to the Board of Directors. In terms of Sections 152 and 161 of the Companies Act, 2013, the Board of Directors of the company, based on the recommendation of the N&RC, had reviewed the candidature of Mr. Narendrasinh Dalpatsinh Rana and appointed him as an Additional Director (Non-Executive liable to retire by rotation) on May 15, 2025. In the opinion of the Board, Mr. Narendrasinh Dalpatsinh Rana have the necessary knowledge, experience and expertise for being appointed as Non-Executive Directors, liable to retire by rotation. A profile of Mr. Narendrasinh Dalpatsinh Rana is also annexed to the Notice in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and Secretarial Standard.
Mr. Narendrasinh Dalpatsinh Rana has consented to act as Director of the Company along with a declaration to the effect that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act, and has not been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The Company has received notice under Section 160 of the Companies Act, 2013 from member signifying intention to propose the candidature of Mr. Narendrasinh Dalpatsinh Rana for the office of a nonexecutive Director of the Company.
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As per the provisions contained under Section 161 of the Companies Act, 2013, the “Additional Director” so appointed shall hold office upto the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held. However, pursuant to applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), approval of the shareholders is sought for the appointment of Mr. Narendrasinh Dalpatsinh Rana (DIN: 02543871) as a non-executive & non-independent Director of the Company.
Your directors, therefore, recommend the passing of the Ordinary Resolution as set forth in Item No. 2 of this Notice, to approve the appointment of Mr. Narendrasinh Dalpatsinh Rana (DIN - 02543871) as NonExecutive & Non-Independent Director.
None of the Director or Key Managerial Personnel, and their relatives are interested or concerned, financially or otherwise in the proposed resolution.
Date: 15/05/2025 By Order of the Board Registered office: Rajvi Logitrade Limited Plot no. 267, Ward 12/B, sd/Gandhidham - 370201 Sapna Tolani Company Secretary Mem. No. A47587
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Annexure - I
The details required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 And Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India]
| Secretaries of India] | ||
|---|---|---|
| Name of Director & DIN | Mr. Maulin Bhavesh Acharya (DIN: 00010405) |
Mr. Narendrasinh Dalpatsinh Rana(DIN: 02543871) |
| Nationality | Indian | Indian |
| Age | 52 years | 50 years |
| Date of First appointment on board | 15thMay, 2025 | 15thMay, 2025 |
| Brief profile and experience and Nature of his expertise in specific functional area |
Mr. Maulin Bhaveshbhai Acharya is B.E (Bachelor’s degree in Civil Engineering) he has Rich experience of more than 25 years in the Shipping, Transportation & Logistics industry. At par excellence, networking abilities and business acumen. |
Mr. Narendrasinh Dalpatsinh Rana is a (Bachelor of Commerce) and has more than 2 decades of experience in the field of Road Transportation, supply chain management, custom clearance and freight forwarding. |
| Disclosure of relationships between directors |
Mr. Maulin Bhavesh Acharya is father of Ms. Rajvi Maulin Acharya Director of the Company. |
Not Related to any Director or Promoter. |
| Shareholding, if any, in the Company |
273250 | 136200 |
| Other Directorships | NIL | NIL |
| Chairmanship/Membership of Committees in companies in which position of Director is held |
NIL | NIL |
| Resignation during last three years from listed companies |
NIL | NIL |
| Existing and Proposed Remuneration (including sitting fees, if any) |
NIL | NIL |
| Number of meetings of the Board attended during the FY 2024-2025 till the date of this notice. |
NIL | NIL |
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