AI assistant
Route Mobile Limited — AGM Information 2023
Aug 28, 2023
61371_rns_2023-08-28_9d858bd9-0e4f-40d0-aedf-b5319eeced88.pdf
AGM Information
Open in viewerOpens in your device viewer
Ref No: RML/2023-24/396
Date: August 28, 2023
To, BSE Limited Scrip Code: 543228
National Stock Exchange of India Limited NSE Symbol: ROUTE
Dear Sir/Madam,
Sub: Annual Report for the Financial Year 2022‐23 and Notice convening the 19[th] Annual General Meeting of Route Mobile Limited (the ‘Company’)
Please refer to our letter dated August 10, 2023 informing that the 19[th] Annual General Meeting of the Company is scheduled to be held on Friday, September 22, 2023 at 3:30 P.M. (IST).
Further to the aforesaid communication, and pursuant to Section 108 of the Companies Act, 2013 and Regulations 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Annual Report for the Financial Year 2022-23 along with Notice convening the 19[th] Annual General Meeting of the Company scheduled to be held on Friday, September 22, 2023 at 3:30 P.M. (IST) via two-way video conferencing (‘VC’) or other audio visual means (‘OAVM’).
The 19[th] Annual Report for the FY 2022-23 is also available on the Company's website at - - https://routemobile.com/compliance/2023/Annual Report 2023.pdf and are being dispatched to all eligible shareholders whose email IDs are registered with the Company/Depositories. Our Sustainability Report for the FY 2022-23 can also be accessed at https://routemobile.com/compliance/2023/Sustainability-Report-FY-2022-23.pdf.
You are requested to take the above information on record.
Thanking you, Yours truly, For Route Mobile Limited
SIGN Digitally signed by: Rathindra das Rathindra dasDN: CN = Rathindra das C = IN O = Personal Date: 2023.08.28 21:20:23 +05'30'
Rathindra Das
Group Head Legal, Company Secretary & Compliance Officer Membership No: F12663
Encl:.
- (a) Notice of the 19[th] Annual General Meeting
==> picture [566 x 44] intentionally omitted <==
Notice
Dear Member(s),
Invitation to attend the 19[th] Annual General Meeting on Friday, September 22, 2023.
I invite you all most cordially to attend the 19[th] Annual General Meeting (“AGM”) of Route Mobile Limited ("RML") to be held on Friday, September 22, 2023 at 3:30 P.M. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means ("OAVM"). In accordance with the permissible circulars issued by Ministry of Corporate Affairs and SEBI’s directive, we are furnishing Annual Report for FY 2022-23 and this Notice of AGM to our Members over the internet rather than in paper form. We believe this delivery process reduces both environmental impact and the costs of printing and distributing our documents without hindering our Members’ timely access to this important information. We hope you will be able to attend this year’s AGM. Our MD & Group CEO will report on fiscal 2023, and there will be an opportunity for Members to ask questions. As you plan to attend the meeting, please ensure that you are represented by voting in advance. You can vote online and Your vote is very important.
On behalf of the Board of Directors, I would like to express my gratitude for your continued support for Route Mobile.
The Notice of the meeting, containing the businesses to be transacted, is enclosed herewith.
| Summarized information at a glance: | |
|---|---|
| Time and Date of AGM | 3:30 P.M.(IST), Friday, September 22, 2023 |
| Mode | Video Conferencing ("VC")/ Other Audio-Visual Means("OAVM") |
| Participation through Video Conference | https://www.evoting.nsdl.com/ |
| Live-Webcast | https://routemobile.com/agm-webcast/ |
| Helpline number for VC participation and e-Voting | Ms. Pallavi Mhatre, Senior Manager, NSDL on [email protected]; OR Call on 022 - 4886 7000 and 022 - 2499 7000. |
| Speaker Registration | “Access to NSDL e-Voting system” between 9:00 A.M. (IST), Tuesday, September 19, 2023 and 5:00 P.M.(IST), Thursday, September 21, 2023 |
| Record Date for Final Dividend | Wednesday, September 6, 2023 |
| Cut-off date for e-Voting | Friday, September 15, 2023 |
| E-VotingStart time and Date | 9:00 A.M.(IST), Tuesday, September 19, 2023 |
| E-VotingEnd time and Date | 5:00 P.M.(IST), Thursday, September 21, 2023 |
| E-Voting service provider and website links of NSDL | National Securities Depository Limited Address: Trade World, “A” Wing, 4thFloor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, Maharashtra, India. Ms. Pallavi Mhatre,Senior Manager. https://www.evoting.nsdl.com/ |
| Name, address and contact details of Registrar and Share Transfer Agents (“RTA”) |
Mr. Umesh Pandey,Manager KFin Technologies Limited Address: Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana, India Email ids:[email protected] [email protected] Website: https://www.kfntech.com Toll free number: 1-800-3094-001 |
Yours truly,
Sandipkumar Gupta Chairman of the Board
Enclo: Notice of the 19[th] Annual General Meeting
1
NOTICE
NOTICE IS HEREBY GIVEN THAT THE NINETEENTH (19[TH] ) ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF ROUTE MOBILE LIMITED (“Company”) will be held on Friday, September 22, 2023 at 3:30 p.m. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means (“OAVM”) to transact the following businesses: -
ORDINARY BUSINESS:
Item No. 1 - Adoption of Audited Financial Statements (Standalone)
To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and the Auditors thereon.
“ RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon as circulated to the Members be and are hereby considered and adopted.”
Item No. 2 - Adoption of Audited Financial Statements (Consolidated)
To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 and the Report of the Auditors thereon.
“RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of Auditors thereon as circulated to the Members be and are hereby considered and adopted.”
Item No. 3 – Declaration of Dividend
To declare a final dividend of H 2 per equity share of the face value of H 10 each (20%), of the Company for the year ended March 31, 2023.
“RESOLVED THAT dividend at the rate of H 2 per equity share of face value of H 10 each (20%) each fully paid-up, be and is hereby declared for the financial year ended March 31, 2023 and the same be paid as recommended by the Board of Directors of the Company, subject to deduction of tax at source and, in accordance with the provisions of Section 123 and the other applicable provisions, if any of the Companies Act, 2013.”
Item No. 4 – Appointment of a Director retiring by rotation
To appoint a Director in place of Mr. Chandrakant Gupta (DIN: 01636981), who retires by rotation and, being eligible, offers himself for re-appointment.
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Chandrakant Gupta (DIN: 01636981), be and is hereby re-appointed as a Director (Non-Executive Non Independent) of the Company, liable to retire by rotation.”
By Order of the Board of Directors for Route Mobile Limited
Date: August 10, 2023 Place: Mumbai
Rathindra Das Group Head-Legal, Company Secretary and Compliance Officer
FCS 12663
2
Notice
NOTES:
1. The Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 10/2022 dated December 28, 2022 in relation to “Clarification of holding of Annual General Meeting (“AGM”) through video conferencing (“VC”) or other audio visual means (“OAVM”)” [(read with Ministry's General Circular Nos. 2/2022 dated May 5, 2022, 20/2020 dated May 5, 2020 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021 and 21/2021 dated December 14, 2021)] (hereinafter referred to as “MCA Circular”) and Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Reg.” (hereinafter referred to as “SEBI Circular”) (read with other SEBI circular no. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022) (together referred as “Applicable Circulars”), have permitted the holding of the AGM by VC/OAVM up to September 30, 2023, without the physical presence of the Members at a common venue and without sending physical copies of the financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith). Hence, in compliance with the Applicable Circulars, the AGM of the Company for the FY 2022-23 is being held through VC/OAVM.
2. In compliance with the Applicable Circulars, the Notice of the AGM alongwith the Annual Report for the Financial Year 2022-23 are being sent through electronic mode (by e-mail) to those Members whose e-mail addresses are registered with the Company/ Depository Participants ("DPs"). The Company shall send the physical copy of the Annual Report for FY 2022-23 only to those Member who specifically request for the same at investors@ routemobile.com mentioning their Folio No/DP ID and Client ID. The registered office of the Company shall be deemed venue for the AGM. Since the AGM will be held through VC, the Route Map is not annexed in this Notice. Members may note that the Notice of the AGM and the Annual Report for the Financial Year 2022-23 will also be available on the Company’s website at www.routemobile.com, websites of the Stock Exchanges, i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also available on the
website of National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com.
3. NSDL will be providing facility for voting through remote e-Voting, for participation in the AGM through VC/OAVM facility and e-Voting during the AGM. The Members will be able to view the proceedings on National Securities Depository Limited’s (‘NSDL’) e-Voting website at www.evoting.nsdl.com.
4. A Member logging-in to the VC facility using the remote e-Voting credentials shall be considered for record of attendance of such Member at the AGM and such Member attending the AGM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 (the “Act”). Since this AGM is being held pursuant to the Applicable Circulars through VC/OAVM, physical attendance of Members has been dispensed with and there is no provision for the appointment of proxies. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the AGM and hence the Proxy Form, Attendance Slip etc. are not annexed to this Notice. Members of the Company under the category of Institutional Investors are encouraged to attend the AGM.
Pursuant to Section 152 and other applicable provisions of the Act, only the Non-Independent Directors would be reckoned for the purpose of retirement by rotation. Hence, in terms of Section 152 of the Act, and the Articles of Association of the Company, Mr. Chandrakant Gupta (DIN: -01636981), Director (Non-Executive Non-Independent), retires by rotation at the AGM and being eligible, offers himself for re-appointment. A statement providing additional details of the Director along with his brief profile who is seeking re-appointment as set out at Item No. 4 of the Notice is annexed herewith as required under the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’).
5. Members may note that the Board, at its meeting held on May 19, 2023, has recommended a final dividend of H 2 per equity share of the face value of H 10 each (20%) for the financial year 2022-23. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of shareholders with effect from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates.
3
For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with Registrar & Share Transfer Agent ("RTA") KFin Technologies Limited ("KFintech") (in case of shares held in physical mode) and Depository Participant (“DP”) (in case of shares held in demat mode).
-
(a) An email communication informing the Shareholders regarding the relevant procedure to be adopted by them to avail the applicable tax rate has been sent by the Company at the registered email IDs of the Shareholders on May 31, 2023. In general, to enable compliance with TDS requirements, Members were requested to complete and/or update their Residential Status, Permanent Account Number (“PAN”), Category etc. as per the IT Act with their Depository Participants (“DPs”) or in case shares are held in physical form, with KFintech, by sending documents through e-mail by July 10, 2023.
-
(b) Kindly note that the Company vide an Email dated August 10, 2023 has further extended the opportunity for the shareholders to submit the applicable declarations and documents up to 5:00 P.M. (IST) on August 30, 2023 in order to enable the Company to determine and deduct appropriate TDS/withholding tax rate. No communication/ documents on the tax determination / deduction shall be considered post 5:00 PM (IST) of August 30, 2023.
-
(c) For further details and formats of declaration, please refer to ‘General Communication on Tax Deduction’ dated August 10, 2023 available on Company’s website at https://routemobile. - -
-
com/wp content/uploads/2023/08/General Co mmuni cati o n- o n-Ta x-D educti o n- atSource-on-final-Dividend.pdf. The aforesaid documents such as Form 15G/ 15H, documents under Section 196, 197A, etc. can also be uploaded on the link https://ris.kfntech.com/ form15/default.aspx. The aforesaid documents are subject to verification by the Company and in case of ambiguity, the Company reserves its right to deduct the TDS as per the provisions of the Income Tax Act, 1961.
6. Record Date: The Record Date for the purposes of the final dividend will be September 6, 2023.
7. Dividend: If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made within 30 days of AGM, as under:
-
(a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories”, as at the close of business hours on September 6, 2023; and
-
(b) To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as at the close of business hours on September 6, 2023.
8. SEBI has made it mandatory for all Companies to use the bank account details furnished by the Depositories and the bank account details maintained by the RTA for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through Electronic Clearing Service ("ECS")/National Electronic Clearing Service ("NECS")/ Real Time Gross Settlement ("RTGS")/ Direct Credit/ IMPS/ NEFT etc. The final dividend, if approved by the Members in the ensuing AGM, will be paid within 30 days of the AGM electronically through various online transfer modes to those Members who have updated their bank account details.
9. Norms for furnishing of PAN, KYC, Bank details and Nomination:
Pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023, issued in supersession of earlier circulars issued by SEBI bearing nos. SEBI/HO/MIRSD/ MIRSD RTAMB /P/CIR/2021/655 and SEBI/HO/ MIRSD/MIRSD RTAMB/ P/CIR/2021/687 dated November 3, 2021 and December 14, 2021, respectively, SEBI has mandated all listed companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securities. The folios wherein any one of the cited documents/details is not available on or after October 1, 2023, shall be frozen by the RTA.
4
Notice
The securities in the frozen folios shall be eligible:
-
To lodge any grievance or avail of any service, only after furnishing the complete documents / details as mentioned above;
-
To receive any payment including dividend, interest or redemption amount (which would be only through electronic mode) only after they comply with the above stated requirements.
The forms for updation of PAN, KYC, bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI circular are available on our website https://routemobile.com/registrarshare-transfer-agent/. In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The Company has dispatched a letter to the Members holding shares in physical form in relation to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs.
Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, after December 31, 2025.
10. Updation of mandate for receiving dividend directly in bank account through Electronic Clearing System or any other means in a timely manner:
To avoid delay in receiving dividend, Members are requested to update their bank account details with their depositories (where shares are held in dematerialized mode) and with KFintech, Company’s Registrar and Transfer Agent ("RTA") (where shares are held in physical mode) to receive dividend directly into their bank account.
-
Through Post- Hard copies of selfattested documents.
-
Through Electronic Mode with e-sign- In case the email address is already registered with RTA, the Shareholder(s) may send the scanned copies of their KYC documents/ service requests with e-sign at RTA's email-id [email protected] with the subject line: RML_KYC updation – Shares.
Shares held in demat form: All the eligible shareholders holding shares in demat mode are requested to update with their respective DPs, before September 6, 2023, their correct Bank Account Number, including 9 Digit MICR Code and 11 digit IFSC Code, e-mail ID and mobile no(s).
Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the RTA will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/ deletion in such bank details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form. Members may, therefore, give instructions to their respective DP regarding bank accounts in which they wish to receive dividend. For Members who are unable to receive the dividend directly in their bank accounts through ECS or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/demand draft to such Members, through postal or courier services.
11. Any person who has not registered his/her e-mail address or has become a Member of the Company after despatch of this Notice, and therefore annual report and this AGM Notice could not be sent, may write to [email protected] to receive the copies of the Annual Report of FY 2022-23 and AGM Notice.
Shares held in Physical Mode:
- Through "In Person Verification" (IPV)- The authorized person of the RTA shall verify the original documents furnished by the investor and retain copy (ies) with IPV stamping with date and initials.
12. Non-resident shareholders:
-
Non-resident shareholders are requested to immediately notify:
-
i. Indian address for sending all communications, if not provided so far;
5
-
ii. Change in their residential status on return to India for permanent settlement; and
-
iii. Particulars of their Non-resident rupee account, whether repatriable or not, with a bank in India, if not furnished earlier.
13. Members wishing to claim dividends that remain unclaimed are requested to correspond with the RTA at [email protected], or with the Company Secretary by writing at investors@ routemobile.com. Members are requested to note that dividends, if not en-cashed for a consecutive period of seven (7) years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, the shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/Claimants are requested to claim their dividends from the Company, within the stipulated timeline. The Members whose dividend/shares are transferred to the IEPF may claim the dividend/shares by making an application to the IEPF Authority by following the procedure as detailed in the IEPF Rules and as enumerated on the website of IEPF at http://www. iepf.gov.in/IEPF/refund.html. In terms of the IEPF Rules, there is no unclaimed or unpaid dividend, and therefore, no details available for the Company requiring any transfer to the IEPF as on date or for uploading on its website.
14. 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 who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website -
https://www.routemobile.com/wp content/ uploads/2021/06/Form-SH-13-Nomination-Form. pdf. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form/demat mode and to KFintech, in case the shares are held in physical form. If a Member desires to cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form SH-14. Members who are either not desiring to register Nomination or would want to opt out, are requested to fill and submit Form No. ISR-3. The said forms can be downloaded from the Company’s website at https://routemobile. com/registrar-sharetransfer-agent/. Members are requested to submit the said form to their DP in
case the shares are held in electronic form and to the RTA in case the shares are held in physical form, quoting their folio no.
15. The format of the Register of Members prescribed by the MCA under the Act requires the Company/ Registrars and Share Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividends, etc. Form No. ISR-1 for capturing additional details is available on the Company’s website. Members holding shares in physical form are requested to submit the filled-in Form No. ISR-1 to the RTA. Members holding shares in electronic form are requested to submit the details to their respective DP only and not to the Company or RTA.
16. In terms of Regulation 40(1) of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate, claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement, Sub-division/ Splitting of securities certificate, Consolidation of securities certificates/ folios, Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website under the weblink at https://routemobile.com/registrar-share-transferagent/. Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares/issuance of equity shares in physical form have been disallowed by SEBI. SEBI vide its earlier amendment notification dated January 24, 2022 has mandated that all requests for transfer, transmission and transposition requests shall be processed only in dematerialized form. Members can contact the Company or RTA, for assistance in this regard.
17. Members are requested to send all communications relating to shares and unclaimed dividends, change of address, bank details, e-mail address etc. to the RTA at the following address: KFin Technologies Limited Selenium Building, Tower B, Plot Nos. 31-32, Gachibowli, Financial District,
6
Notice
Nanakramguda, Hyderabad, Telangana – 500 032 in prescribed Form No. ISR-1, quoting their folio number and enclosing the self-attested supporting document. If the shares are held in electronic form, then change of address and change in the bank accounts etc. should be furnished to their respective DPs. For permanent registration of their email address, Members are requested to register their email address, in respect of electronic holdings, with their concerned DPs and in respect of physical holdings, with the RTA.
18. Members holding shares in physical form, in identical order of names, in more than one folio, if any, are requested to send to the Company or KFintech, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. Members are requested to use the share transfer Form SH-4 for this purpose.
19. 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.
20. 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, maintained under Section 189 of the Act, and Certificate from Secretarial Auditors of the Company, under SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for inspection in the electronic form (scanned copy) without any fee by the Members from the date of circulation of this Notice up to the date of AGM (during business hours except Saturday, Sunday and National Holiday), i.e. September 22, 2023, subject to restrictions, if any, that may be imposed by local authorities. Members seeking to inspect such documents can send an email to [email protected]. Members seeking any statutory information or any other matter/ documents/ registers, etc. in connection with the AGM of the Company, may please send a request to the Company via email at investors@ routemobile.com.
21. Submission of Questions / Queries prior to e-AGM: Members desiring any additional information with regard to financial statements or any matter to be
placed at the AGM are requested to write to the Company Secretary on the Company’s email-id [email protected], before 5:00 P.M. (IST), September 15, 2023 so as to enable the Management to keep the information ready. Please note that, Member’s questions will be answered only if they continue to hold the shares as on Cut-off Date.
22. VOTING THROUGH ELECTRONIC MEANS:
-
a. 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 (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Applicable Circulars, and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to the ‘e-Voting Facility to be provided by Listed Entities’, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by National Securities Depository Limited (“NSDL”) on all resolutions set forth in this Notice, from a place other than the venue of the Meeting (‘remote e-Voting’). Resolution(s) passed by Members through e-Voting is/are deemed to have been passed as if it/they have been passed at the AGM.
-
b. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes Member of the Company after the dispatch of this Notice and holding shares as of the Cut-off Date i.e. September 15, 2023, may obtain the login ID and password by sending a request at [email protected].
However, if the person is already registered with NSDL for remote e-Voting, then the existing user ID and password of the said person can be used for casting vote. If the person forgot his/ her password, the same can be reset by using 'Forgot user Details/Password' or 'Physical user Reset Password' option available at www. evoting.nsdl.com or by calling on 022 4886 7000 and 022 2499 7000. In case of Individual Members holding securities in Demat mode who acquire shares of the Company and becomes a Member of the Company after sending the Notice and holding shares as of the Cut-off Date i.e. September 15, 2023, may follow steps mentioned in the notes to Notice under 'Access to NSDL e-Voting system'.
7
-
c. The Cut-Off Date for determining the eligibility of shareholders to cast vote through e-Voting is September 15, 2023.
-
d. Members are provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, are eligible to exercise their right to vote at the AGM.
23. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E- VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
-
a. The Members, whose names appear in the Register of Members / Beneficial Owners as on the Cut-off Date i.e. September 15, 2023, may cast their vote electronically. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date only shall be entitled to avail the facility of remote e – Voting, as well as voting at the meeting. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date, being September 15, 2023. The remote e-Voting period begins on 9.00 A.M. (IST), September 19, 2023 and ends on 5.00 P.M. (IST), September 21, 2023. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change in subsequently.
-
b. If a person was a Member as on the date of dispatch of the notice but has ceased to be a Member as on the Cut-off Date i.e. September 15, 2023, he/she shall not be entitled to vote. Such person should treat this Notice for information purpose only.
- signature of the duly authorized signatory(ies) who are authorized to attend & vote at the AGM, to the Scrutinizer by e-mail latest by September 21, 2023, to prakashshenoy@ sapcorpllp.com , with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Route Mobile Limited19[th] AGM/September/2023”. Corporate Members/ Institutional shareholders (i.e. other than individuals, HUF’s, NRI’s etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.
-
d. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
-
e. In case of any queries/ grievances connected with the voting by electronic means, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited, Trade World, “A” Wing, 4[th] Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400013 at the designated e-mail ID [email protected].
-
f. The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
-
c. Institutional Investors/ Corporate Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen
8
Notice
Step 1: Access to NSDL e-Voting system
(A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:
In terms of the Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 issued by the Securities and Exchange Board of India dated December 9, 2020, on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual Demat account holders, by
way of single login credential, through their Demat accounts/websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual Demat account holders would be able to cast their vote without having to register again with the e-Voting service provider ("ESP") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Members are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.
-
Type of Members Log-in Method For Members who hold 1. User already registered for IDeAS facility: shares in Demat mode with I. Go to URL: https://eservices.nsdl.com NSDL II. Click on the “Beneficial Owner” icon under “Login” available under ‘IDeAS’ section.
-
III. On the new page, enter existing User ID and Password. Post successful authentication, click on “Access to e-Voting”
-
IV. Click on company name or e-Voting service provider i.e NSDL and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
-
2. User not registered for IDeAS e-Services i. To register click on link: https://eservices.nsdl.com (Select “Register Online for IDeAS Portal”) or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp
-
ii. Proceed with completing the required fields.
3. First Time Users: By visiting the e-Voting website of NSDL: i. Go to URL: https://www.evoting.nsdl.com/ ii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iii. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen.
iv Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.
v. 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.
- Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience
==> picture [179 x 89] intentionally omitted <==
9
| Type of Members | Log-in Method |
|---|---|
| For Members who hold shares in Demat mode with CDSL |
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 Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then useryour existingmyeasi username &password. |
| 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-Votingserviceproviders’ website directly. |
|
| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand 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. |
|
| Through Depository Participant(S) |
i) You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. ii) Upon 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. iii) 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. |
Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through depository i.e. NSDL and CDSL:
Individual shareholders holding Please contact NSDL helpdesk by sending a request at [email protected] or call securities in demat mode with NSDL at. 022 - 4886 7000 and 022 - 2499 7000 Individual shareholders holding Please contact CDSL helpdesk by sending a request at helpdesk.evoting@ securities in demat mode with CDSL cdslindia.com or contact at toll free no. 1800 22 55 33 Important note: Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” and “Forgot Password” option available on the above-mentioned website.
(B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode
-
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, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl. com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
10
Notice
| Manner of |
holding | |
|---|---|---|
| shares i.e. Demat (NSDL or CDSL) or |
Your User ID is: | |
| Physical | ||
| a) For Members |
8 Character DP ID followed by 8 Digit | |
| who | hold | Client ID |
| shares in account NSDL. |
demat with |
For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold |
16 Digit Benefciary ID For example, if your Benefciary ID |
|
| shares in | demat | is 12** then your user ID is |
| account | with | 12** |
| CDSL. | ||
| c) For Members holding shares |
EVEN Number followed by Folio Number registered with the company |
|
| in Physical Form. | For example, if folio number is 001*** | |
| and EVEN is 101456 then user ID is | ||
| 101456001*** |
-
Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
- a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option is available on www. evoting.nsdl.com. - b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. - c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address. - d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box. 8. Now, you will have to click on ‘Login’ button. -
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will prompt you to change your password.
-
c) How to retrieve your ‘initial password’?
-
i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
-
ii) If your email ID is not registered, please follow the steps under the ‘Process for those shareholders whose email ids are not registered’.
-
-
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
-
After you click on the ‘Login’ button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system:
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
-
After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
-
Select ‘EVEN’ of the company for which you wish to cast your vote during the remote e-Voting period/ during the Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
-
Now you are ready for e-Voting as the Voting page opens.
-
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
-
Upon confirmation, the message ‘Vote cast successfully’ will be displayed.
11
-
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
-
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
24. Process for those shareholders whose email ids are not registered with the depositories for procuring User ID and Password for e-voting on the resolutions set out in this notice:
-
a) Shareholders/ Members may send a request to [email protected] for procuring User ID and Password for e – Voting by providing below mentioned documents:
-
In case shares are held in physical form, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN Card), Aadhaar Card (self-attested scanned copy of Aadhaar Card).
-
In case shares are held in DEMAT mode, please provide DP ID CLIENT ID (16 digit DP ID + CLIENT ID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card).
-
-
b) If you are an Individual shareholder, holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. “Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode”. In terms of SEBI circular dated December 9, 2020 on 'e-Voting facility provided by Listed Companies', Individual shareholders holding securities in demat mode are allowed to vote through their demat account/ website of Depositories/ Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
25. INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
-
a) Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/ OAVM link” placed under “Join Meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of the Company will be displayed. Please note that the Shareholders who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in this Notice. During the AGM, the Chairman will announce the start of voting through e-Voting facility provided at the AGM.
-
b) The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the AGM by following the procedure mentioned in the Notice. The Company may close the window for joining the VC/ OAVM facility thirty (30) minutes after the scheduled time to start the 19[th] AGM. The Members will be able to view the proceedings on National Securities Depository Limited’s (‘NSDL’) e-Voting website at www.evoting.nsdl.com. 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 and Key Managerial Personnel etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
-
c) Members are encouraged to join the Meeting through Laptops for better experience. Further, Members will be required to grant access to the web-cam/ camera to enable two-way video conferencing. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants
12
Notice
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 WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
-
d) Members who need assistance before or during the AGM, can contact Ms. Pallavi Mhatre, Senior Manager, NSDL on email ID: [email protected] or call on 022 - 4886 7000 and 022 - 2499 7000.
-
e) Members who would like to express their views or ask questions during the AGM may post their queries in the window ‘Ask Your Question’, by mentioning their name and demat account number/folio number.
26. Speaker Registration: In addition to the abovementioned step, the Members may register themselves as a speaker for the AGM to express their views / ask questions during the AGM. Accordingly, the Members may follow the steps as mentioned under “Step 1: Access to NSDL e-Voting system” between 9:00 A.M. (IST), September 19, 2023 and 5:00 P.M. (IST), September 21, 2023 i.e. the remote e-Voting period. After successful login, Members will be able to register themselves as a speaker shareholder by clicking on the Speaker registration link available against the EVEN of Route Mobile Limited and entering their contact details. Alternatively, Members may preregister themselves by sending a request from their registered email ID mentioning their names, DP ID and Client ID/folio number, PAN and mobile number to investors@ routmobile.com. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of the time at the AGM. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM in relation to the agenda to be transacted at the AGM.
Due to limitations of transmission and coordination during the AGM, the Company may have to dispense with or curtail the Speaker Session. Hence, Members are encouraged to send their questions/ queries in advance to the Company at investors@ routemobile.com.
27. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: (a) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-Voting.
-
(b) The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-Voting.
-
(c) Only those Members who are present in the meeting through video conferencing facility and have not cast their vote on the resolutions through remote e-Voting, shall be allowed to vote through e-Voting system during the meeting/AGM. The Members who have cast their votes by remote e-Voting prior to the AGM, may attend and participate in the AGM but they shall not be entitled to cast their vote again at the AGM.
-
(d) Members can opt for only one mode of voting i.e. either by remote e-Voting or voting at the AGM by electronic voting. In case Members cast their votes through both the modes, voting done by remote e-Voting shall prevail and the votes cast at the AGM shall be treated as invalid.
28. OTHER INFORMATION
-
a) The Board of Directors has appointed Mr. Prakash Shenoy (Membership No. F12625, Certificate of Practice No.: 22619), Partner of M/s SAP & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.
-
b) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of electronic voting for all those Members who are present at the AGM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
-
c) The Scrutinizer shall, immediately after the conclusion of the voting at the AGM, first count the votes cast during the AGM,
13
-
thereafter unblock the votes cast through remote e-Voting in the presence of at least two (2) witnesses not in the employment of the Company and provide, not later than two working days of conclusion of the AGM, a consolidated Scrutinizer’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 and declare the result of the voting forthwith.
-
d) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.routemobile.com and on the website of NSDL on www.evoting.nsdl. com immediately after the submission with the Stock Exchanges, where the shares of the Company are listed. Subject to receipt of the requisite number of votes, the resolutions shall be deemed to have been passed on the date of the AGM, i.e. September 22, 2023.
-
e) The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by allowing Companies to send documents to their Members in electronic mode. To support this green initiative and to receive
communications from the Company in electronic mode, Members who have not registered their e-mail addresses and are holding shares in physical form are requested to contact the RTA of the Company and register their e-mail address. Members holding shares in demat form are requested to contact their DPs. Members may please note that notices, annual reports, etc. will be available on the Company’s website at www.routemobile.com.
by Order of the Board of Directors
for Route Mobile Limited Rathindra Das
Group Head-Legal, Company Secretary and Compliance Officer
FCS- 12663
Date: August 10, 2023 Place: Mumbai
Registered Office:
4[th] Dimension, 3[rd] Floor, Mind Space, Malad (West), Mumbai – 400 064 CIN: L72900MH2004PLC146323 Email: [email protected] Website: www.routemobile.com Tel: 022 - 40337676 Fax: 022 - 40337650
14
Notice
Annexure 1
PROFILE OF DIRECTOR SEEKING RE-APPOINTMENT
[Pursuant to regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meetings issued by the ICSI]
Name of the Director
==> picture [95 x 91] intentionally omitted <==
Mr. Chandrakant Gupta
DIN 01636981 Designation/Category of Directorship Director (Non-Executive Non-Independent) Age 70 years Date of first appointment on the Board February 15, 2007 Qualification H.S.C. Expertise in specific functional areas Mr. Chandrakant Gupta has experience in general corporate management and administrative matters. He has been a Director on our Board since 2007 and steered the company through manifold growth in the last decade. Mr. Chandrakant Gupta is a seasoned entrepreneur, business strategist, and Investor in early-stage tech and hospitality businesses spread across India. Remuneration proposed to be paid Sitting Fees as approved by the Board from time to time. Last drawn Remuneration Sitting Fees as approved by the Board from time to time. Please also refer to Corporate Governance Report. Relationship with other Directors, Manager and other Father of Mr. Rajdipkumar Gupta, MD & Group CEO and Key Managerial Personnel Mr. Sandipkumar Gupta, Chairman (Non-Executive Non-Independent). Number of Board Meetings attended during the FY Five (5) 2022-23 Directorships held in other Companies 1. Send Clean Private Limited 2. Route Ledger Technologies Private Limited 3. Call 2 Connect India Private Limited 4. Route Connect Private Limited
- Sanraj Family Ventures Private Limited Member/ Chairperson of committees of the Company None Names of listed entities from which resigned in the Not Applicable past three years No. of shares held: (a) Own 23,00,000 (b) For other persons on a beneficial basis NIL Terms and Conditions of appointment/re-appointment Re-appointment in terms of Section 152(6) of the Companies Act, 2013, as a Director, liable to retire by rotation. Skills and capabilities required for the role and the Not applicable. manner in which the proposed person meets such requirements
Note: The Directorship, Committee Memberships and Chairmanships do not include positions in foreign companies, position as advisory board member(s) and position in Companies under Section 8 of the Companies Act, 2013, if any.
15