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ROBUST HOTELS LIMITED — Proxy Solicitation & Information Statement 2025
Apr 11, 2025
61530_rns_2025-04-11_4682aa06-daf0-47b2-bf0d-a236845d7559.pdf
Proxy Solicitation & Information Statement
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ROBUST HOTELS LI ITED
CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
I I[th] April, 2025
To
The Manager The Manager Listing Department Listing Department BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Mumbai- 400001 Bandra Kurla Complex, Bandra (E), Mumbai-400 051
Type of Security: Equity shares Type of Security: Equity shares Scrip Code : 543901 NSE Symbol : RHL
Dear Sir/Madam,
Sub: Notice of Postal Ballot of the company.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), please find enclosed the notice of postal ballot dated 10[th ] April 2025,being dispatched today 11[th ] April 2025, for seeking the approval of the members of Robust Hotels Limited (The Company) by means of postal ballot, only through remote e-voting process.
In compliance with the various General Circulars issued by the Ministry of Corporate Affairs as disclosed in the Notice, this Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members or Register of Beneficial Owners maintained by the Depositories and whose e-mail addresses are registered with the Company I Depository Participants / Registrars and Transfer Agents ('RTA'), as on Friday, 04th April 2025 ('Cut-off date').
The Company has engaged the services of Central Depository Securities Limited ("CDSL") to provide remote e-voting facility to its Members.
The remote e-voting period is as follows:
Commencement of remote e-votin 09.00 A.M 1ST on Saturday A ril 12, 2025 Conclusion of remote e-voting 05.00 P.M 1ST on Sunda Ma 11 2025
The remote e-voting facility will be disabled by CDSL immediately after 05:00 p.m. 1ST on Sunday, May,! 1, 2025. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Please note that communication of assent or dissent of the Members would take place only through the remote e-voting system. The instructions for remote e-voting are provided in the Notice.
This is for your information and record.
With regards, For Robust YASOTHA Digitally signed by YASOTHA BENAZIR Date: 2025.04.11 HYATT Yasotha Ben BENAZIR 19:00:49 +05'30' REGENCY. CHEN NA I
Yasotha Ben Company Secretary& Com
ROBUST HOTEL LIM TED
CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
Postal Ballot Notice
Pursuant to Sections I 08 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended ("the Act"), read together with the Companies (Management and Administration) Rules, 2014, as amended ("the Management Rules"), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 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, issued by the Ministry of Corporate Affairs, Government of India ("the MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the members of the Company (as on the Cut-off Date), through postal ballot ("the Postal Ballot") only by way ofremote e-voting ("e voting") for the following special resolutions:
S.no Particulars I. Reappointment of Ms. Rita Bhimani (DIN: 07106069) as Non- Executive Independent Director
An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof form part of this Postal Ballot Notice ("the Notice" or "the Postal Ballot Notice").
In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the LODR 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 resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company / Depository Participant("DP")/ Registrar Share Transfer Agent (RTA).
The Board has appointed V. Mahesh, Practicing Company Secretary (CP No: 2473) of V. Mahesh & Associates, as the scrutinizer ("Scrutinizer") for conducting the Postal Ballot / e-voting process in a fair and transparent manner.
In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR 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 e voting is mentioned in this Notice. The Company has engaged the Central Depository Securities Limited ("CDSL") 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 the Notice.
The e-voting facility will be available during the following period:
Commencement of e-voting period Conclusion of e-voting period Cut-off date for eligibility to vote
9.00 a.m. IST on Saturday, April 12, 2025 5.00 p.m. IST on Sunday, May 11, 2025 04.04.2025
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1 HYATT REGENCY CHEN NA I
ROBUST HOTELS LIMITED CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
Resolution
It m no. I - Appoint.n nl of Ms. Rita Bhirnani (DIN: 07106069) as Non- !xe utivc Independent Director
To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules framed thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the LODR Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee, and that of the Board of Directors, Ms. Rita Bhimani (DIN: 07106069) whose first term of 5 (five) years as Non-Executive Independent Director is expired, be and is hereby reappointed as an Independent Director, not liable to retire by rotation, for a second term of 4 (four) years with effect from January 13 [th] , 2025 up to January12 [th] , 2029.
RESOLVED FURTHER THAT Mrs. Yasotha Benazir N, Company Secretary of the Company, be and is hereby authorized to sign and certify the copy of this resolution as may be required and filing the same with the Registrar of Companies, Chennai or any other authorities concerned through prescribed form or e-form to give effect to this resolution."
By Order of the Board ForRobust Hotels Limited
Registered Office: Robust Hotels Limited CIN: L55101 TN2007PLC062085 365, Anna Salai, Teynampet Chennai-600018
Date: 10[th ] April 2025 Place:Chennai
Sd/ Yasotha Benazir N Company Secretary
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2 HYATT REGENCY CHEN NA I
ROBUST HOTELS LIMITED CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. ® 044 6100 1256 @) [email protected] � www.robusthotels.in
NOTES:
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I . The explanatory statement pursuant to Section I 02 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the LODR Regulations, stating all material facts and the reason/ rationale for proposed resolutions is annexed herewith.
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This Postal Ballot Notice is being sent to the members whose names appear on the register of members I list of beneficial owners as received from the National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and whose email address is registered with the Company I Depository Participant(s)/ Registrar & Share Transfer Agent (RTA), as on April 04, 2025 ("the Cut-off Date"). A person who is not a member as on the Cut off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections I 08 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 only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.
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Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on April 04, 2025, being the Cut-off Date fixed for the purpose.
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The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., May 11, 2025. Further, resolution passed by the members through postal ballot is deemed to have been passed as if they are passed at a general meeting of the members.
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of the e-voting, and the result of the e-voting by Postal Ballot will be announced within 48 hours from the conclusion of e-voting i.e. on or 5.00 p.m. 1ST on Sunday, May 11, 2025 and will also be displayed on the Company website www.robusthotels.in, on the website ofCDSL www.evotingindia.com, and communicated to the stock exchanges and Registrar and Share Transfer Agent (RTA).
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- The Scrutinizer will submit his report to the Company Secretary after the completion of scrutiny
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All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e May 11, 2025. Members may send their requests to [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.
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Members holding shares in electronic mode, who have not registered their email addresses, are requested to register their email addresses with their respective Depository Participant (DP)/ Registrar and Share Transfer Agent (RT A).
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�y 3
HYATT REGENCY CHENNAI
ROBUST[1 ] TE S LIMITED CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
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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 non-individual shareholders in demat mode.
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(i) The voting period begins on 9.00 a.m. IST on Saturday, April 12, 2025and ends on 5.00 p.m. IST on Sunday, May 11, 2025. During this period shareholders of the Company, as on the cut off date of April,04,2025 may cast their vote electronically.
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(ii) 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 that the participation by the public non-institutional shareholder's/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.
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Step I : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
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(iii) 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:
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4
HYATT REGENCY CHENNAI
ROBUST HOTELS ITED CIN:L55101TN2007PLC062085
Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
| Type | of Login Method |
|---|---|
| shareholders | |
| I) Users who have opted for CDSL Easi / Easiest fcility, can login through | |
| Individual | their existing user id and password. Option will be made available to |
| Shareholders holding securities in Demat mode |
reach e-Voting page without any frther authentication. The users to login to Easi / Easiest are requested to visit eds! website www.cdslindia.com and click on login icon & New System Myeasi Tab. |
| with CDSL Depository |
2) Afer successfl 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 infrmation provided by company. On clicking the evoting | |
| option, the user will be able to see e-Voting page of the e-Voting service | |
| provider fr 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. | |
| 3) If the user is not registered fr Easi/Easiest, option to register is available | |
| at eds! 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. fom 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. Afer successfl 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-Voting Service Providers. | |
| Individual Shareholders holding securities in demat mode |
I ) If you are already registered fr NSDL IDeAS fcility, please visit the e-Services website ofNSDL. Open web browser by typing the fllowing URL: https://eservices.nsdl.com either 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 |
| withNSDL Depository |
'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. Afer successfl 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 fr casting your vote during the | |
| remote e-Voting period. | |
| 2) If the user is not registered fr IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online fr |
|
| IDeAS "Portal or click at |
|
| https :// eservices.nsdl. com/Secure W eb/IdeasDirectReg.j sp | |
| 3) Visit the e-Voting website ofNSDL. Open web browser by typing the | |
| fllowing URL: https://www.evoting.nsdl.com/ either on a Personal | |
| Computer or on a mobile. Once the home page of e-Voting system is | |
| 5 | |
| HY | |
| RE | |
| CHE |
HYATT REGENCY CHENNAI
ROBUST HOTELS LIMITED
CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. C 044 6100 1256 C info rhl@sarafhotels com # www robusthotels in
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. Individual You can also login using the login credentials of your demat account Shareholders through your Depository Participant registered with NSDL/CDSL for e (holding Voting facility. After Successful login, you will be able to see e-Voting securities in option. Once you click on e-Voting option, you will be redirected to demat mode) NSDL/CDSL Depository site after successful authentication, wherein login through their you can see e-Voting feature. Click on company name or e-Voting Depository service provider name and you will be redirected to e-Voting service Participants provider website for casting your vote during the remote e-Voting (DP) 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 Individual Shareholders holding securities in Demat mode with CDSL |
Helpdesk details Members fcing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll fee no. 1800 21 09911 |
Helpdesk details Members fcing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll fee 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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6
HYATT REGENCY CHENNAI
CIN: L55101TN2007PLC062085
Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. 044 6100 1256 www.robusthotels.in @ @) [email protected] e
ROBUST HOTELS LIMITED
Step 2 : Access through CDSL e-Voting system in case ofe and non-individual shareholders in demat mode.
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(iv) Login method for Remote e-Voting for shareholders other than individual holding in Demat form.
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I ) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on "Shareholders" module. 3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID, 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.
| a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID fllowed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. 4) Next enter the Image Verification as displayed and Click on Login. |
a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID fllowed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. 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. 6) If you are a frst-time user fllow the steps given below: For other than individual shareholders holding shares in Demat. PAN Enter yourl 0-digit alpha-numeric*PAN issued by Income Tax Department (Applicable fr 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/RT A or contact Company/RT A. Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded Bank Details in your demat account or in the company records in order to login. OR Date of • If both the details are not recorded with the depository or company, please Birth (DOB) enter the member id / flio number in the Dividend Bank details feld. |
|
| PAN | For other than individual shareholders holding shares in Demat. Enter yourl 0-digit alpha-numeric*PAN issued by Income Tax Department (Applicable fr 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/RT A or contact Company/RT A. |
| Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded Bank Details in your demat account or in the company records in order to login. OR Date of • If both the details are not recorded with the depository or company, please Birth (DOB) enter the member id / flio number in the Dividend Bank details feld. |
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(v) After entering these details appropriately, click on "SUBMIT" tab.
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(vi) 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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(vii) Click on the EVSN for the relevant Robust Hotels Limited on which you choose to vote.
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7 HYAT T REGENCY CH ENNAI
OBUST HOTELS LIMITED CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @ [email protected] � www.robusthotels.in
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(viii) 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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(ix) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
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(x) 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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(xi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
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(xii) 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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(xiii) 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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(xiv) 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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(xv) 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 anc!_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], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
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8 HYATT REGENCY - cHENNAI
CIN: L55101TN2007PLC062085 Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. 044 6100 1256 www.robusthotels.in @ @) [email protected] �
ROBUST HOTELS LIMITED
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
- I. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).
2. For Non-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 EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33. 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 toll free no. 1 800 22 55 33.
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9 H YATT R E G E N CY CH EN NA I
ROBUST HOTELS LIMITED
CIN: L55101TN2007PLC062085
Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. 044 6100 1256 www.robusthotels.in @ @) [email protected] e
Explanatory Statement under Section 102 of the Companies Act, 2013
ITEM No I: Reappointment of Ms. Rita Bhimani (DIN: 07106069) as Non-Executive Independent Director
Ms. Rita Bhimani (DIN: 071 06069) was appointed as Non-Executive Independent Director of the Company pursuant to Section 1 49 of the Act, read with the Appointment Rules by the Board, effective January 13, 2020, to hold office for one term of five (5) years. The members, at the Annual General Meeting (AGM) held on September 15, 2020, had approved the same. Further on 2 1[51 ] September 2022 shareholders approved her continuation as Non- Executive Independent Director on crossing the age of 75 years. As per Section 149 of the Act, an Independent Director may hold office for two terms ofup to 5 (five) consecutive years each. Ms. Rita Bhimani (DIN: 071 06069) whose first term is over and fulfills the requirements of an Independent Director as laid down under Section 1 49(6) of the Act, and Regulation 16(1 )(b) of the LODR Regulations is eligible for re-appointment for the second term.
The Nomination Remuneration Committee (NRC), after taking into account the performance evaluation of Ms. Rita Bhimani during her first term and considering her knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board her reappointment for a second term of 4 (four) years. The Board has considered her diverse skills, leadership capabilities, expertise in go-to-market, general management, sustainability and vast business experience, among others, as being key requirements for this role. In view of the above, the NRC and the Board are of the view that Ms. Rita Bhimani possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to reappoint her as Non-Executive Independent Director.
Based on the recommendation of the NRC, the Board, approved the reappointment of Ms. Rita Bhimani (DIN: 07106069) as Non-Executive Independent Director, not liable to retire by rotation, for a second term of 4 (four) years effective 13 [th ] January 2025 up to January 12, 2029 (both days inclusive).
The Company has received all statutory disclosures / declarations, including
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(i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,
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(ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under sub-section (2) of Section 164 of the Act,
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(iii) Declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act,
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(iv) Declaration pursuant to BSE Circular No. LIST/COMP/1 4/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/201 8/24 dated June 20, 2018 that she has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,
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(v) Confirmation that she is not aw�re of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge duties as an Independent Director of the Company, and
In the opinion of the Board and based on its evaluation Ms. Rita Bhimani fulfils the conditions specified in the Act, and Rules made thereunder and LODR Regulations for her reappointment as an Independent Director of the Company and she is independent of the Management of the Company.
The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided in additional information section of this Notice.
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10 1/ � H YATT REGENCY - c HENNA1
ROBUST HOT LS LIMITED CIN: L55101TN2007PLC062085
Registered Office: No. 365, Anna Salai, Teynampet, Chennai - 600 018. @ 044 6100 1256 @) [email protected] � www.robusthotels.in
No director, KMP or their relatives except Ms. Rita Bhimani, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. I .
The Board recommends the special resolution as set out in Item no. I of this notice for the approval of members.
DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT.
(Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 20 1 5 & Secretarial Standards)
Item No. 1: Re-appointment of Ms. Rita Bhimani as Non- Executive Independent Director
| Item No. 1: Re-appointment of Ms. Rita Bhimani as Non- Executive Independent Director |
Item No. 1: Re-appointment of Ms. Rita Bhimani as Non- Executive Independent Director |
|---|---|
| Name Type Age & Date of Birth Ms. Rita Bhimani Independent Director - Re- aooointment 80 years - 05/01/1945 |
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| Date of Re-appointment | 13/01/2025 |
| Qualification Number of Equity Shares held Master's degree in Journalism NIL |
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| Expertise in specifc functional area List of other listed companies in which he is a director and resigned in the past three years Public Relations, fnance, business etc. 1.Hindusthan National Glass & Industries Limited 2.Asian Hotels (East) Limited No resignation in the last 3 years. |
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| Chairman/Member of the Committees of Board of Directors | I .Audit Committee - Member 2.Stakeholders Relationship Committee - Member |
| Membership/ Chairmanships of committees of other public companies (Includes only Audit committee and Stakeholders Relationship committee) No. of board meetings atended during the year |
Asian Hotels (East) Limited Audit Committee - Member Stakeholders Relationship Committee - Member 5 |
| Relationship with Directors inter-se | NA |
Date: 10[th ] April 2025 Place: Chennai
Registered Office: Robust Hotels Limited CIN: L55101 TN2007PLC062085 365, Anna Salai, Teynampet Chennai-600018
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By Order of the Board For Robust Hotels Limited Sd/ Yasotha Benazir N Company Secretary
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1 1
H YAT T REGENCY CHEN NAI