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Sangam (India) Ltd — Proxy Solicitation & Information Statement 2024
Oct 29, 2024
61492_rns_2024-10-29_5d18c848-948a-45ff-bde8-c7ec7e42f3e6.pdf
Proxy Solicitation & Information Statement
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SANGAM (INDIA) LIMITED
CIN : L17118RJ 1984PLC 003173
E - mail : [email protected]
Website : www.sangamgroup.com I Ph : +91-1482-245400-06
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Ref: SIL/SEC/2024-25 Date: 29[th] October, 2024
The Manager, The Manager, Department of Corporate Services Department of Corporate Services, The National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers Plot No. C/1, G Block, Bandra Kurla Complex, 25th Floor, Dalal Street, Bandra (E), Mumbai – 400051 Mumbai - 400 001 Scrip Code: SANGAMIND Scrip Code: 514234
Dear Sir/Madam,
Sub.: Postal Ballot Notice
Dear Sir,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Postal Ballot Notice being sent electronically to Shareholders. Kindly note that the Postal Ballot Notice shall also be uploaded on the Company website at www.sangamgroup.com.
The aforesaid Notice is being sent by email only to those Shareholders who have registered their email addresses with the Company Registrar and Share Transfer Agent or their respective Depository Participants as on Friday, 25[th] October, 2024 (Cut-Off date).
The e-voting period will commence from Wednesday, 30[th] October, 2024 at 09.00 a.m. and will end on Thursday, 28[th] November, 2024 at 05:00 p.m.
The information regarding dispatch of Postal Ballot Notice and voting period will be published in the newspapers in accordance with the provisions of Companies Act, 2013 and rules made thereunder and other applicable provisions, if any, for the benefit of the Shareholders of the Company.
This is for your information and appropriate dissemination.
Thanking you
Yours faithfully For Sangam (India) Limited
ARJUN Digitally signed by ARJUN AGAL AGAL Date: 2024.10.29 18:22:13 +05'30'
(Arjun Agal) Company Secretary & Compliance Officer M. No. 74400
Registered Office : Sangam House, Atun, Chittorgarh Road, Bhilwara - 311001 (Raj.) INDIA
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
NOTICE OF POSTAL BALLOT TO THE SHAREHOLDERS
[Pursuant to Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
To,
The Members of the Company,
NOTICE is hereby given that the resolutions set out below are proposed for approval by the members of Sangam (India) Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”) , Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice is also attached.
The Board of Directors has appointed CS Brij Kishore Sharma, a Practicing Company Secretary (Membership No.: FCS-6206) of B K Sharma & Associates, Company Secretaries as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.
The Company has engaged the services of CDSL as the agency to provide e-voting facility.
Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:
| Commencement of e-voting | 9:00 a.m. (IST) on Wednesday, 30th October, 2024 |
|---|---|
| End of e-voting: | 5:00 p.m. (IST) on Thursday, 28th November, 2024 |
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Friday, 29th November, 2024 , and will be displayed on the Company’s website at https://sangamgroup.com and the website of CDSL at https://www.evotingindia.com the results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
SPECIAL BUSINESS:
1. Re-appointment of Mr. Ram Pal Soni (DIN: 00401439) as Whole-time Director designated as Chairman of the Company
To consider and pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or reenactment thereof for the time being in force), the Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions as may be prescribed by any of the concerned authorities (if any) while granting such approvals, the consent of the members of the Company, be and is hereby accorded to the re-appointment of Shri Ram Pal Soni (DIN: 00401439) as Whole-time Director designated as Chairman of the Company for a period of three years effective from September 01, 2024 at the remuneration and on such other terms and conditions as set out in the statement annexed to the Notice convening this Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and / or vary the terms and conditions of the said reappointment and / or enhance, enlarge, alter or vary the scope and quantum of remuneration including commission, perquisites, benefits and amenities payable to Shri Ram Pal Soni, which shall be in accordance with the provisions of the Act and the prescribed rules made thereunder (including any statutory modifications(s) or re-enactment thereof), for the time being in force, subject to the same not exceeding the limits specified in this resolution.
RESOLVED FURTHER THAT in the event of any statutory amendment, modification or relaxation by the Central Government to Schedule V of the Act or any other relevant Statutory enactment(s) thereof in this regard, the Board of Directors be and is hereby authorized to vary or increase the remuneration including salary, commission, perquisites, allowances etc. within such prescribed limit subject to that the same does not exceed the ceiling as provided in the said resolution and the said agreement between the Company and Shri Ram Pal Soni be suitably amended to give effect to such modification, relaxation or variation without any further reference to the members for their approval in the general meeting. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution, do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution.”
Date: 25[th] October, 2024 Place: Atun, Chittorgarh road Bhilwara, (Raj.) 311001 NOTES:
By Order of the Board of Directors For Sangam (India) Limited Sd/Arjun Agal (Company Secretary) M. No.: 74400
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06
Web: www.sangamgroup.com, Email: [email protected]
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A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.
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In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, 25[th] October, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
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This Postal Ballot Notice will also be available on the Company’s website at https://sangamgroup.com, websites of the Stock Exchange, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL at https://www.evotingindia.com
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Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e- voting. A person, who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
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Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
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Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
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The e-voting period commences at 9:00 a.m. (IST) on Wednes day, 30[th] October, 2024 and ends at 5:00 p.m. (IST) on Thursday, 28[th] November, 2024 . The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.
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The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Thurs day, 28[th] November, 2024.
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All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting.
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Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.
11. PROCEDURE FOR E-VOTING FOR POSTAL BALLOT:
- i. The Company is providing e-voting facility of Central Depository Services (India) Limited [CDSL] to its members to exercise their right to vote on the proposed resolutions by electronic means.
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
- ii. The e-voting facility will be available during the following voting period:
Commencement of e-voting 9:00 a.m. (IST) on Wednesday, 30[th] October, 2024 End of e-voting: 5:00 p.m. (IST) on Thurs day, 28[th] November, 2024
The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period.
The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, 25[th] October, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 25[th] October, 2024.
- How do I vote electronically using CDSL e Voting system?
The way to vote electronically on CSDL e-Voting system consists of “Two Steps” which are mentioned below:
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Step 1: Access to CDSL e Voting system
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A) Login method for e Voting for Individual shareholders holding securities in demat mode
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(i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Type of shareholders Login Method
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders holding through their existing user id and password. Option will be made
securities in Demat available to reach e-Voting page without any further
mode with CDSL authentication. The users to login to Easi / Easiest are requested to
Depository visit cdsl website www.cdslindia.com and click on login icon & New
System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to access the
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
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system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in
progress and also able to directly access the system of all e-Voting
Service Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the
Shareholders holding e-Services website of NSDL. Open web browser by typing the
securities in demat following URL: https://eservices.nsdl.com either on a Personal
mode with NSDL Computer or on a mobile. Once the home page of e-Services is
Depository launched, click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register Online
for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the
remote e-Voting period.
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
|---|---|
Important Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free No. 1800 2109911 |
| 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 |
- Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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(i) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
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For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
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| For Physical shareholders and other than individual shareholders holding shares in Demat. | For Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|---|
| PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
||
| (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) |
Dividend Bank Details OR Date of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
| After entering these details appropriately, click on “SUBMIT” tab. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. Click on the EVSN for the relevant on which you choose to vote. 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. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. 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. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. 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. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification. |
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, and 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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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06
Web: www.sangamgroup.com, Email: [email protected]
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Shri Ram Pal Soni has appointed as Whole-time Director designated as Chairman of the Company for a period of three year w.e.f. September 01, 2021 and his term of appointment has been expired on 31[st] August, 2024 as Whole-time Director of the Company.
On the recommendation of Nomination and Remuneration Committee of the Board, the Board of Directors of the Company has approved the re-appointment of Shri R.P. Soni as Whole-time Director designated as Chairman of the Company for a period of three year effective from September 01, 2024, subject to the approval of the shareholders.
Section 196(3) read with schedule V of the Companies Act, 2013, provides that a person, who has attained the age of 70 years, can be appointed as a Whole time Director, if approved by the members by passing Special Resolution.
Keeping in view that Shri R.P. Soni has rich and varied experience of more than 40 years in the textile industry and has been leading and guiding the operations of the Company, over a long period of time, it would be in the interest of the Company to continue the employment of Shri R.P. Soni as a Wholetime Director designated as Chairman of the Company. The Board is confident about Shri R.P. Soni being able to function and discharge his duties in an able and competent manner.
Shri Ram Pal Soni is a B.Sc., Diploma in Civil Engineering and has extensive working experience of about 40 years in Textile Industry. He is also Managing Trustee of Smt. Kesarbai Soni Charitable Trust, which runs a 100 beded facility Hospital namely Smt. Kesarbai Soni Hospital, Shri Badri Lal Soni Charitable Trust, established with a view to provide Technical and Management education to the youths of the Region and is running an University, namely, Sangam University. Shri Ram Pal Soni is also associated with Engineers Association, Bhilwara, Shree Aditya Vikram Birla Memorial Vyapaar Sahyog Kendra, Chennai, P.H.D. Chamber of Commerce and Industries, Confederation of Indian Textile Industry, New Delhi, Synthetic Weaving Mills Association, Mewar Chamber of Commerce & Industries, Rajasthan Chamber of Commerce and Industries, Indian Agro Industries Foundation, Pune and FICCI, New Delhi.
Shri Ram Pal Soni was also the President, Rajasthan Pradeshik Maheshwari Sabha, President, Harni Mahadev Vikas Samiti, Bhilwara, Vice President, Patron, Manav Seva Sansthan, Bhilwara, Member (WC) Akhil Bhartiya Maheshwari Seva Sadan, Pushkar, Trustee, Shri Krishna Das Jajoo Smarak Trust, Kolkata, Founder Member & Trustee, Giriraj Dharan Maheshwari Seva Trust, Vrindavan, President, Akhil Bharat Varshiya Maheshwari Maha Sabha, Senior Vice President (National), All India Vaish Federation, New Delhi, Director, Advisory Board Pacific College, Udaipur, Affiliated to MLS University,
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
Udaipur, Director, Advisory Board Pacific Institute of Management, Udaipur Affiliated to MLS University, Udaipur & Approved by AICTE, New Delhi, Member, Governing Body, MLV Textile & Engineering College, Bhilwara (Nominated by Government of Rajasthan) and many more.
Shri Ram Pal Soni is the Chairman of CSR Committee and the Members of Nomination & Remuneration Committee, Stakeholders’ Relationship Committee and Audit Committee of the Board of Directors of the Company. In view of the substantial time and effort required to be spent by the Chairman in the affairs relating to the Company, the Board of Directors upon recommendation of Nomination and Remuneration Committee have re-appointed Shri Ram Pal Soni as Whole time Director designated as Chairman of the Company. The remuneration and terms and conditions of reappointment of Shri R.P. Soni, as approved and recommended by the Nomination & Remuneration Committee of the Board of Directors of the Company in pursuance to the Schedule V of the Companies Act, 2013is as under:
Basic Salary
Rs. 20,76,360/- per month w.e.f. September 01, 2024 which shall be increased 10% of Basic Salary in every year thereafter.
Commission
Commission upto 1% of Net Profit as computed in the manner laid down in the Companies Act, 2013.
Perquisite
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a. Suitable residential accommodation, free of cost with all facilities, amenities and services (including gas, electricity, water and furnishing). In case he does not opt for company provided accommodation at any time, he shall be paid house rent allowance of a sum not exceeding 30% of his basic salary. The expenditure incurred by the Company on gas, electricity, water and furnishings provided to him shall be evaluated as per the Income-tax Rules, 1962.
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b. He shall be paid fixed allowance a sum not exceeding 10% of his Basic Salary.
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c. Reimbursement of all medical expenses incurred, including premium paid on health insurance policies, whether in India or abroad, for self and family including hospitalization.
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d. Personal accident insurance premium not to exceed Rs. 10,000/- per annum.
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e. Servant allowance not exceeding Rs. 60,000/- per annum.
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f. Club fees payable subject to a maximum of two clubs except entrance and life membership fees.
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g. Encashment of leave as per policy of the Company.
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h. Contribution to provided fund, superannuation fund or annuity fund and any other retirement benefits as per policy of the Company.
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i. Gratuity payable as per policy of the Company.
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j. Free use of the Company’s car along with the driver, personal use of car shall be billed by the Company.
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k. Such other perquisites and allowances in accordance with the rules of the Company or as may be agreed to by the Board of Directors and Shri Ram Pal Soni.
Other Terms
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For the purpose of perquisites stated herein above, family means the spouse and dependents children and dependent parents.
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No sitting fees shall be paid to Shri Ram Pal Soni, Chairman for attending the Meetings of Board of Directors or any committee thereof.
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Shri Ram Pal Soni shall be liable to retire by rotation as a Director, subject to the provisions of Section 152 of the Companies Act, 2013.
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Subject to provisions of Section 197 of the Companies Act, 2013, (including any statutory modification or reenactment thereof, for the time being in force) the Board of Directors of the Company may alter/vary the terms and conditions of the said appointment from time to time, at its discretion.
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
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Such alteration or variation, in terms however, shall not exceed the limits specified in Schedule V of the Companies Act, 2013.
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The term of appointment will be effective for a period of three years from the date of his appointment. - Where in any financial year, the Company has no profits are inadequate, the foregoing amount of remuneration and benefits shall be paid to Shri Ram Pal Soni, Chairman, subject to the applicable provisions of Schedule V of the said Act.
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Shri Ram Pal Soni will perform the duties and exercise the powers, which from time to time may be assigned to or vested in him by the Board of Directors of the Company.
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Either party giving the other party three-month prior notice in writing to that effect may terminate the agreement
Minimum Remuneration
In the event of any loss or inadequacy of profits in any financial year during his tenure, the Company will pay remuneration to the Chairman by way of salary, perquisites or allowances as specified above, subject to the applicable limit as stipulated in Schedule V of the Companies Act, 2013 and as amended by Special Resolution passed by the members in their Extra-Ordinary General Meeting held on 27[th] March, 2024.
Shri Soni, satisfied all the conditions as set out in Part I of Schedule V referred to in Section 196 of the Companies Act, 2013 for being eligible to be re-appointed as a whole-time director (designated as “Chairman”) of the Company. He is not disqualified from being re-appointed as a Director in terms of Section 164 of the Companies Act, 2013.
In the opinion of the Board of Directors, the re-appointment of Shri Ram Pal Soni as Whole-time Director designated as Chairman is in the best interest of the Company and accordingly, Board of Directors recommend this Resolution for approval of the Members as Special Resolution.
The foregoing may be treated as an abstract of the draft agreement for the appointment of Shri Ram Pal Soni as a whole time director designated as Chairman of the Company.
Save and except Shri Ram Pal Soni and his relatives, namely Shri Anurag Soni, Managing Director, Son and Shri S. N. Modani, Vice-Chairman, and Shri V.K. Sodani, Executive Director being son-in-law of Shri Ram Pal Soni, none of the other Directors, Key Managerial Personnel of the Company and/ or their relatives is concerned or interested, financially or otherwise, in the proposed Resolution set out at Item no. 1 of this Notice.
By Order of the Board of Directors For Sangam (India) Limited Sd/Arjun Agal (Company Secretary) M. No.: 74400
Date: 25[th] October, 2024 Place: Atun, Chittorgarh road Bhilwara, (Raj.) 311001
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
The specified information while seeking approval/consent of the shareholders as required under Part-II of Schedule V of the Companies Act, 2013 is given below:
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II. Information about the Appointee
1. Background details Shri R.P. Soni, aged 78 years holds a Bachelor’s degree in
Science and he has also a Diploma in Civil Engineering.
Further, His Director Identification Number is 00401439.
He is the Whole-time Director designated as Chairman of
the Company and has rich experience about the affairs of
the Company
2. Past remuneration Financial Year Remuneration Paid (Rs. In Lakhs)
2023-24 463.44
2022-23 492.31
2021-22 550.14
3. Recognition or awards The Company has received various awards and
recognition during his tenure as a Chairman of the
Company.
4. Job profile and his suitability He is rendered multifarious services and guidance to the
Company on a continuous basis, to the tangible
advantage of the Company. The Company attributes its
business performance and growth to the leadership,
efforts and contribution provided by the Executive
Chairman, on a sustained and continuous basis. Thus, he
is ideally suited for the job.
5. Remuneration proposed As per Explanatory Statement
6. Comparative remuneration The proposed remuneration is in tune with the current
profile with respect to remuneration packages of managerial personnel of
industry, size of the companies belonging to the similar industry, size and
company, profile of the with effective capital comparative to the company.
position and person Further, it is commensurate with the qualification and
experience of the appointee and in accordance with the
highly competitive business scenario requiring
recognition and reward of performance and achievement
for retention of best talent and motivation towards
meeting the objectives of the company.
7. Pecuniary relationship Besides the remuneration proposed, Shri R.P. Soni, does
directly or indirectly with not have any pecuniary relationship with the Company.
the company or relationship Shri Anurag Soni, Managing Director is Son and Shri S. N.
with the managerial Modani, Vice-Chairman and Shri V.K. Sodani, Executive
personnel, if any Director being son-in-law of Shri R.P. Soni.
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Sangam (India) Limited
Regd. Off: Atun, Chittorgarh Road, Bhilwara-311001 (Raj.) CIN: L17118RJ1984PLC003173 Phone: 01482-245400-06 Web: www.sangamgroup.com, Email: [email protected]
PURSUANT TO REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, INFORMATION ABOUT THE DIRECTOR PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:
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Name of Director Shri R.P. Soni
Position/Post Chairman
Date of Re-appointment September 01, 2024
DIN 00401439
Qualification B.Sc., Diploma in Civil Engineering
Expertise in specific functional areas He has rich and varied experience more than 40
years in textile industry
Directorship held in other public companies Sangam Capital Services Limited
(excluding foreign companies) Sangam Energy Limited
Sangam E-Com Limited
Kalyan Sangam Infratech Limited
Saptrishi Commercial Company Limited
Membership/ Chairmanship of committees of NA
other Indian public Companies
Number of share held in the company 2153950
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By Order of the Board of Directors For Sangam (India) Limited Sd/Arjun Agal (Company Secretary) M. No.: 74400
Date: 25[th] October, 2024 Place: Atun, Chittorgarh road Bhilwara, (Raj.) 311001
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