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Servotech Renewable Power System Limited — Proxy Solicitation & Information Statement 2025
Jul 22, 2025
62223_rns_2025-07-22_1e4963f9-4630-453a-b006-c68ddc83ac3f.pdf
Proxy Solicitation & Information Statement
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22[nd] July, 2025
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To, National Stock Exchange of India Limited Exchange Plaza, NSE Building, Bandra Kurla Complex, Bandra East, Mumbai-400051
Trading Symbol: SERVOTECH
Sub: Corrigendum/Addendum to the Postal Ballot Notice dated 01[st ] July 2025 Dispatched on 01[st] July 2025
Dear Sir/Madam,
This is with reference to the Postal ballot notice dispatched on 01[st] July 2025, we are submitting herewith the corrigendum/addendum to the said notice.
This corrigendum (enclosed herewith) shall be read in conjunction with the Notice as dispatched on 01[st ] July 2025, together with explanatory statement.
This corrigendum is also available on the company’s website viz. www.servotech.in.
SERVOTECH RENEWABLE POWER SYSTEM LIMITED (Formerly known as Servotech Power Systems Limited)
Rupinder Digitally signed by Rupinder Kaur Kaur Date: 2025.07.22 18:34:47 +05'30' RUPINDER KAUR COMPANY SECRETARY ICSI MEMBERSHIP NO.: A38697 Place: New Delhi
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Addendum/Corrigendum to the Postal Ballot Notice dispatched on 01[st] July 2025
The Company had circulated/dispatched the Postal Ballot Notice on 01[st] July 2025, together with Explanatory Statement to the members of the Company, pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Companies Act”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), (including any statutory modification or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings (“SS-2”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable laws and regulations, for seeking approval of members of the Company by way of special resolutions through remote e-voting by way of postal ballot process.
This corrigendum is being issued to inform the members of the Company about certain Addition/changes in the Item No. 1 of Notice and Explanatory Statement of Postal Ballot Notice as detailed below:
- Addition in the Item No. 1 of the Notice:
RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) read with Regulation 17(1C) of the SEBI Listing Regulations and other applicable provisions if any, consent of member be and is hereby accorded to appoint Mr. Girish Kumar Ahuja (DIN: 00446339), Non‐ Executive Independent Director of the Company for the said term of 5 years, notwithstanding the fact that he has already attained the age of 75 years as on 2905-2021.
- Addition in the Item No. 1 of the Explanatory Statement :
In terms of Regulation 17(1A) read with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), effective from April 1, 2019, the consent of the Members by way of a Special Resolution is required for the appointment or continuation of a Non-Executive Independent Director who has attained the age of 75 years or more.
Mr. Girish Kumar Ahuja (DIN: 00446339) has already attained the age of 75 years as on May 29, 2021, and therefore, the approval of the Members by way of Special Resolution is required for his appointment as an Independent Director.
The Board is of the view that Mr. Girish Kumar Ahuja’s extensive and invaluable professional experience, coupled with his deep expertise in matters of finance, taxation, and corporate governance, will bring significant value to the Company. His presence on the Board will enable the Company to benefit from his strategic insights, independent judgment, and guidance, which the Board believes will contribute meaningfully to the Company’s long-term growth and governance standards. Accordingly, the Board considers it desirable and in the best interest of the Company to recommend the appointment of Mr. Girish Kumar Ahuja as an Independent Director, as proposed in Resolution No. 1, for the approval of the Members by way of a Special Resolution.
For the sake of utmost clarity and understanding, the revised resolution at item no.1 along with the explanatory statement of the same are reproduced after incorporating all the above changes as follows:–
ITEM NO. 1: Regularization of Appointment of Mr. Girish Kumar Ahuja (DIN: 00446339) as Non‐ Executive Independent Director of the Company.
To consider and if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions, if any, of The Companies Act, 2013 (“the Act”) read with Rule 8 and 14 of the Companies (Appointment and
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Qualification of Directors) Rules, 2014, [including any statutory modification(s) or reenactment thereof for the time being in force] and Schedule IV to the Act and various Regulation 16, 17, 25 and other relevant regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulation”), as amended from time to time and the Articles of Association of the Company, Mr. Girish Kumar Ahuja ((DIN: 00446339), who was appointed pursuant to Section 161 of the Act as an Additional Non- Executive Independent Director w.e.f May 06, 2025 by the Board on recommendation of Nomination and Remuneration Committee, and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and the Listing Regulations and who is eligible for appointment, be and is hereby appointed as the “Non-Executive Independent Director” of the Company to hold office for a first term of 5 (five) consecutive years, and that he shall not be liable to retire by rotation and that he shall be paid sitting fees as approved by the Board and reimbursement of expenses (if any) as may be permissible under the law from time to time.”
RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of the SEBI LODR Regulations and other applicable provisions, if any, the consent of the Members be and is hereby accorded for the appointment of Mr. Girish Kumar Ahuja (DIN: 00446339) as an Independent Director of the Company for the said term of five (5) consecutive years, notwithstanding that he had already attained the age of 75 years as on May 29, 2021.
RESOLVED FURTHER THAT any Director and/or Key Managerial Personnel of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate
EXPLANATORY STATEMENT-ITEM NO. 1:
Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and nomination by the Board of Directors at its meeting held on 06th May, 2025, it is recommended to appoint Mr. Girish Kumar Ahuja (DIN: 00446339) as a Non-Executive Independent Director, not liable to retire by rotation, for a term of Five years i.e. upto 5th May 2030, if approved by the Members in the General Meeting by postal ballot dated 31st July, 2025. According to the provisions of Section 161(1) of the Companies Act, 2013 ('the Act').
In terms of Regulation 17(1A) read with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), effective from April 1, 2019, the consent of the Members by way of a Special Resolution is required for the appointment or continuation of a Non-Executive Independent Director who has attained the age of 75 years or more.
Further, Mr. Girish Kumar Ahuja (DIN: 00446339) has attained the age of 75 years as on 29-052021 and approval of members is required for his appointment. The Board is of the view that Mr. Girish Kumar Ahuja’s extensive and invaluable professional experience, coupled with his deep expertise in matters of finance, taxation, and corporate governance, will bring significant value to the Company. His presence on the Board will enable the Company to benefit from his strategic insights, independent judgment, and guidance, which the Board believes will contribute meaningfully to the Company’s long-term growth and governance standards. Accordingly, the Board considers it desirable and in the best interest of the Company to recommend the appointment of Mr. Girish Kumar Ahuja as an Independent Director, as proposed in Resolution No. 1, for the approval of the Members by way of a Special Resolution.
The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing his candidature for the office of Director. The profile and specific areas of expertise of Mr. Girish Kumar Ahuja are provided as Annexure to this Notice.
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Mr. Girish Kumar Ahuja has given his declaration to the Board that he meets the criteria of independence as provided under Section 149( 6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), and is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority and is eligible to be appointed as a Director in terms of Section 164 of the Act.
He has also given his consent to act as a Director. In the opinion of the Board, Mr. Girish Kumar Ahuja is a person of integrity, possesses the relevant expertise/experience, and fulfils the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director and he is independent of the management. In terms of Regulation 25(8) of Listing Regulations, Mr. Girish Kumar Ahuja has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.
Keeping in view the above, it is proposed to seek approval of the Members to appoint Mr. Girish Kumar Ahuja as Independent Directors on the Board of the Company, not liable to retire by rotation.
Brief Profile of Mr. Girish Kumar Ahuja:
Mr. Girish Ahuja is a Practicing Chartered Accountant primarily in the field of Direct Taxes, he has made significant contributions to tax law and policy in India. He was nominated by the Government of India as a member of the Task Force for the re-drafting of the Income Tax Act, submitting a comprehensive report to the Finance Minister.
His expertise led to his appointment as an Independent Director on the Central Board of Directors ofthe State Bank ofIndia for two terms, as well as to the Board of Directors of UNITECH LTD with the approval of the Supreme Court.
An accomplished author, he has written over 25 books on Direct Taxation, including titles such as "Concise Commentary on Direct Taxes" and "Direct Taxes Law and Practice.
He has also served as the President of the SRCC Alumni Association for over 30 years.
The terms and conditions of appointment of the Independent Directors are uploaded on the website of the Company and is available for inspection by members at the Registered Office of the Company.
Details of Mr. Girish Ahuja is provided in the "Annexure" to the Notice, pursuant to the provisions of (i) SEBI Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.
Given his humongous experience, the Board considers it desirable and in the interest of the Company to have Mr. Girish Ahuja on the Board of the Company and accordingly the Board recommends the appointment of Mr. Girish Ahuja as an Independent Director as proposed in the Resolution No. 1 for approval by the Members as a Special Resolution .
Except for Mr. Girish Ahuja and/or his relatives, none of the Directors or Key Managerial Personnel (KMP) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the accompanying Notice.
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All other particulars and details remain unchanged. The corrigendum shall be read in conjunction with the Notice dispatched as on 01[st] July 2025, together with explanatory statement. This corrigendum is also available on the company’s website viz. www.servotech.in, and on the website of National Stock Exchange of India Limited viz. www.nseindia.com. It shall also be sent electronically to all the registered members as on the cut- off date i.e. Friday, 27th June, 2025.
It may be please note that Shareholders who have not voted are required to vote by logging in on www.evotingindia.com. However, Shareholders who have already voted before the issue of this corrigendum notice, may ask their queries, if any and change their vote decision by sending an email to the Scrutinizer on email address i.e. [email protected].
FOR AND ON BEHALF OF SERVOTECH RENEWABLE POWER SYSTEM LIMITED (Formerly Known As Servotech Power Systems Limited)
Date: 22[nd] July, 2025 Place: New Delhi
‐Sd‐ RUPINDER KAUR COMPANY SECRETARY ICSI MEM. NO.: A38697 Add.: 806, 8[th ] Floor, Crown Heights, Hotel Crown Plaza, Sector-10, Rohini, New Delhi-110085
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