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Sobhagya Mercantile Ltd. Proxy Solicitation & Information Statement 2024

Nov 13, 2024

63927_rns_2024-11-13_96d5a18e-c0e5-4394-b5b5-843c4c1d9c41.pdf

Proxy Solicitation & Information Statement

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SOBHAGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details: - Phone - 022-22882125 email - [email protected] website: www.sobhagyaltd.com

To, Date: 13[th] November, 2024 The Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Subject: Submission of Postal Ballot Notice.

Scrip Code: 512014 (SOBHAGYA MERCHANTILE LTD.)

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find attached herewith a copy of the Postal Ballot Notice of Sobhagya Mercantile Limited (“the Company”) dated November 13, 2024 along with explanatory statement, for seeking approval of the Members of the Company to transact the special business as set out below and as contained in the Postal Ballot Notice (“Notice”) by passing Special Resolution,

through Postal Ballot only by way of remote e-voting process.

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----- Start of picture text -----

Sr. No. Description of Resolution Type of Resolution
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Regulations, 2015, as amended, please find attached herewith a copy of the Postal Ballot Notice of
Sobhagya Mercantile Limited (“the Company”) dated November 13, 2024 along with explanatory
statement, for seeking approval of the Members of the Company to transact the special business as
set out below and as contained in the Postal Ballot Notice (“Notice”) by passing Special Resolution,
through Postal Ballot onlybywayof remote e-voting process.		 Regulations, 2015, as amended, please find attached herewith a copy of the Postal Ballot Notice of
Sobhagya Mercantile Limited (“the Company”) dated November 13, 2024 along with explanatory
statement, for seeking approval of the Members of the Company to transact the special business as
set out below and as contained in the Postal Ballot Notice (“Notice”) by passing Special Resolution,
through Postal Ballot onlybywayof remote e-voting process.		 Regulations, 2015, as amended, please find attached herewith a copy of the Postal Ballot Notice of
Sobhagya Mercantile Limited (“the Company”) dated November 13, 2024 along with explanatory
statement, for seeking approval of the Members of the Company to transact the special business as
set out below and as contained in the Postal Ballot Notice (“Notice”) by passing Special Resolution,
through Postal Ballot onlybywayof remote e-voting process.
Sr. No.
Description of Resolution
Type of Resolution
1. Re-appointment
of
Mr.
Prashantkumar
Lahoti
(DIN:
00091140) as a Non-Executive Independent Director of the
Company		 Special

The said Notice is also being made available on the website of the Company at www.sobhagyaltd.com. and on the website of NSDL at www.evoting.nsdl.com.

Following are the major timelines, as mentioned in the Postal Ballot Notice:

Cut-offdatefore-voting Friday,November08,2024
RemoteE-voting start date and time Friday,November 15,2024at10:00 a.m.(IST)
Remote E-voting end date and time Saturday, December 14, 2024 at 05:00 p.m. (IST)
SubmissionofScrutinizer’sReport OnorbeforeTuesday,December 17,2024
Announcement of Postal Ballotresults OnorbeforeTuesday,December 17,2024

SOBHAGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office - B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Contact Details: - Phone - 022-22882125 email - [email protected] website: www.sobhagyaltd.com

This is for your information and records.

Yours faithfully

FOR SOBHAGYA MERCANTILE LIMITED

Digitally signed by SHRIKANT MITESH BHANGDIYA DN: c=IN, postalCode=440012, st=MAHARASHTRA, street=PLOT NO, 20-2, 526 SHRIKANT BHANGDIYA HOUSE ,NAGPUR,DHANTOLI ,440012, l=NAGPUR, o=Personal, serialNumber=5d9e0a7427e258d928753f6f2dd3 MITESH f35d97e8f4192305e1d47303181093fe472e, pseudonym=3d8fb2c5387b401396515bb27a595 64f, 2.5.4.20=1df5c197c66f143b5ec23b6ff6d820ee2d BHANGDIYA c9406054b3ab550ae5213d582dd06c, [email protected], cn=SHRIKANT MITESH BHANGDIYA Date: 2024.11.13 17:06:43 +05'30'

SHRIKANT BHANGDIYA MANAGING DIRECTOR (DIN-02628216)

Encl.: As above

SOBHAGYA MERCANTILE LIMITED

CIN: L45100MH1983PLC031671

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125

Email: [email protected] Website: www.sobhagyaltd.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended] Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“Rules”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), in compliance with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), read with applicable circulars issued by the Securities and Exchange Board of India (“SEBI Circulars”) and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, as amended from time to time and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) for seeking the approval of the Members of Sobhagya Mercantile Limited (“The Company”) to transact the Special Business as set out below and as contained in the Postal Ballot Notice dated November 13, 2024 (“Notice”), by passing Special Resolution through postal ballot, only by way of remote e-voting process.The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing remote e-voting facilities to the Members, enabling them to cast their vote electronically and in a secure manner.

This Notice is being sent only through electronic mode to those Members whose email addresses are registered either with the Company or the Registrar & Share Transfer Agent (“RTA”) of the Company (Purva Sharegistry (I) Private Limited) or their respective Depository Participants as on Friday, November 08, 2024 (i.e. “Cut-off Date”).

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The remote e-voting facility will be available during the following period:

Commencement of e-Voting Friday, November 15, 2024 at 10:00 A.M.(IST)
End of e-Voting Saturday,December 14,2024 at 05:00 P.M.(IST)

Members are requested to record their assent (FOR) or dissent (AGAINST) through the remote e- voting process not later than 5.00 p.m. (IST) on Saturday, December 14, 2024. Remote e-voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

The process and manner for remote e-voting are detailed in the Notes forming part of this Notice.

SPECIAL BUSINESS:

1. Re-appointment of Mr. Prashantkumar Lahoti (DIN: 00091140) as a Non-Executive Independent Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the Companies (Appointment and Qualification of Directors), Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, in line with the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Prashantkumar Lahoti (DIN: 00091140) who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commenced from September 21, 2019 to September 20, 2024 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years, on the Board of the Company commencing from September 21, 2024 upto September 20, 2029 (both days inclusive)

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

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By order of the Board of Directors For Sobhagya Mercantile Limited

Shrikant Bhangdiya Managing Director

Place: Nagpur Date: November 13, 2024

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125 Email: [email protected] Website: www.sobhagyaltd.com CIN: L45100MH1983PLC031671

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NOTES:

  1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Rules, as amended, setting out the material facts relating to the aforesaid resolution and the reason thereof is annexed hereto and forms part of this Notice. Further, relevant information pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, as amended from time to time, in respect of Director seeking re-appointment vide this Postal Ballot is furnished as Annexure to this Notice.

  2. In compliance with the MCA Circulars and the SEBI Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose email addresses are registered either with the Company or the Registrar & Share Transfer Agent (“RTA”) of the Company (Purva Sharegistry (I) Private Limited) or their respective Depository Participants as on Friday, November 08, 2024 (i.e., “Cut-off Date”). The members holding shares in dematerialized mode are requested to register / update their KYC details including email address with their respective depository through their Depository Participant(s). The members holding shares in physical form are requested to register / update their KYC details including email address by writing to the Company’s Registrar & Share Transfer Agent, M/s. Purva Sharegistry (I) Private Limited at [email protected].

  3. The Company is providing the facility of remote e-voting to its members and has engaged the services of National Securities Depository Limited (“NSDL”) for this purpose. The members are requested to go through the detailed “INSTRUCTIONS FOR E-VOTING” and Notes appended to the Postal Ballot Notice.

  4. Members may note that the Postal Ballot Notice will also be available on the website of the Company (www.sobhagyaltd.com) and also on the website of the Stock Exchange where the equity shares of the Company are listed i.e., BSE Limited (www.bseindia.com) and on the website of the e- voting agency, NSDL (www.evoting.nsdl.com).

  5. The remote e-voting period shall commence on Friday, November 15, 2024 at 10:00 a.m. (IST) and shall end on Saturday, December 14, 2024, at 5.00 p.m. (IST). Members are requested to record their Assent or Dissent on the resolution set out in this Postal Ballot Notice through the remote e-Voting process not later than 5.00 p.m. (IST) on Saturday, December 14, 2024. Remote e-Voting shall be disabled by NSDL immediately thereafter. During this period, the members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. .

  6. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e- voting . The voting rights of eligible members shall be in proportion to their share(s) in the paid-up equity share capital of the Company as on the Cut-off Date. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

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  1. The manner of voting, including voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under “INSTRUCTIONS FOR E-VOTING” in this Notice. Members are requested to read the same carefully.

  2. The Board of Directors of the Company has appointed Mr. Parag Dasarwar, Practicing Company Secretary, Nagpur, as a Scrutinizer (“Scrutinizer”) to scrutinize the remote e-voting process in a fair and transparent manner.

  3. The Scrutinizer will submit his report to the Chairperson of the Board Meeting, or any person/director authorized by the Chairperson of the Board Meeting, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced within two working days of conclusion of the remote e-voting process, i.e. on or before Tuesday, December 17, 2024 and will be communicated to the Stock Exchange and uploaded on the Company’s website at www.sobhagyaltd.com and on the website of the NSDL at www.evoting.nsdl.com.

  4. The resolution passed by the members through postal ballot are deemed to have been passed as if they have been passed at a general meeting of the members.

  5. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Saturday, December 14, 2024.

  6. All the material documents referred to in the Notice and the Explanatory Statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to [email protected].

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13. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting 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 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.		 1. ExistingIDeASuser can visit the e-Services website
of NSDL Viz.https://eservices.nsdl.com either on a
Personal Computer or on a mobile. On the e-Services
home page click on the “Beneficial Owner”icon
under“Login”which is available under‘IDeAS’
section, this will prompt you to enter your existing
User
ID
and
Password.
After
successful
authentication, you will be able to see e-Voting
services under Value added 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 i.e. NSDLand you will be
re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option
to register is available athttps://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’

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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 i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

  1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities 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 website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly.

  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on

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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-VotingService Providers.
Individual Shareholders
(holding securities in
demat mode) login through
their depository
participants		 You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon logging in, you will
be able to see e-Voting option. 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
i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting
period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
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
Individual Shareholders holding
securities in demat mode with
CDSL		 Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll free
no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. 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.

  4. 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.

  5. Your User ID details are given below:

Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical		 Your User ID is:
a) For Members who hold shares in
demat account with NSDL.		 8 Character DP ID followed by 8 Digit
Client ID
For example, if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in
demat account with CDSL.		 16 Digit Beneficiary ID
For example, if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in
Physical Form.		 EVEN Number followed by Folio
Number registered with the company
For example, if folio number is 001
and EVEN is 101456 then user ID is
101456001

  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. 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. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the

9

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. Open the .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 steps mentioned below in **process for those shareholders whose email ids are not registered**

  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  4. 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 etc.

  5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. 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.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

  1. Institutional shareholders (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 signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

  2. 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.

  3. In case of any queries, 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 or send a request to NSDL at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders 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 for Individual shareholders holding securities in demat mode .

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. 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 maintained with Depositories and 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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Item No. 1:

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on September 20, 2024, approved the re-appointment of Mr. Prashantkumar Lahoti (DIN: 00091140) as a Non-Executive Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years, with effect from September 21, 2024 to September 20, 2029 (both days inclusive), subject to approval of the Members as per the provisions of the Act and the Listing Regulations.

The Company has received a declaration from Mr. Prashantkumar Lahoti (DIN: 00091140) confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and the Listing Regulations. In the opinion of the Board and based on the declaration of independence submitted by him, Mr. Prashantkumar Lahoti fulfills the conditions specified in the Act, the Rules made thereunder and the Listing Regulations for his re-appointment as an Independent Director and is independent of the management.

The Company has, in terms of Section 160(1) of the Act, received a notice in writing from a Member, proposing his candidature for the office of Director. Mr. Prashantkumar Lahoti (DIN: 00091140) has consented for his re-appointment as an Independent Director of the Company and has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

He is not debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

A brief profile including specific areas of expertise of Mr. Prashantkumar Lahoti (DIN: 00091140) and other details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI), as amended from time to time, is provided as Annexure to this Notice. The Board accordingly recommends the said Resolution for approval by way of a Special Resolution.

Except Mr. Prashantkumar Lahoti and/or his relatives, none of the other Directors, Key Managerial Personnel of the Company or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

By order of the Board of Directors For Sobhagya Mercantile Limited

Sd/-

Shrikant Bhangdiya Managing Director (DIN: 02628216)

12

Place: Nagpur Date: November 13, 2024

Registered Office: B-61, Floor 6, Plot No. 210, B-Wing, Mittal Tower, Free Press Journal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India Tel: 022-22882125 Email: [email protected] Website: www.sobhagyaltd.com CIN: L45100MH1983PLC031671

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ANNEXURE TO THE POSTAL BALLOT NOTICE

Brief profile of the Director seeking re-appointment, in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard, is furnished below:

Mr. Prashantkumar Lahoti :

Mr. Prashantkumar Lahoti:
DIN 00091140
Date of Birth/Age 27/05/1965, 59years
Date of First Appointment on the Board 21/09/2019
Qualification Master’s
Diploma
in
Business
Administration
from
Institute
of
Management
Development
&
Research,
Poona
Expertise in specific functional areas/ Brief Profile
Experience		 Mr. Prashantkumar Lahoti holds Master’s
Diploma in Business Administration from
Institute of Management Development &
Research, Poona. He is a professional with
good experience in Art, Culture, Hospitality
and also managingskills and handlingteam.
Directorships held in other companies as on the date of
this Notice		 1.Sree
Indirakshini
Enterprises
Private
Limited
2.Saloni Vyapaar Pvt Ltd
3.Artqube Retail Private Limited
4.Art Cafe Private Limited
5.Maheshwari Connect Forum
6.Vishal Developers & Builders Private
Limited
7.Giftosis Online Services Private Limited
8.Museum
of
Technology
Innovation
Foundation
Membership/ Chairmanship of Statutory Committees of
the Board of other companies as on the date of this Notice		 None
Terms and conditions of Re-appointment As set out in the Resolution and the
ExplanatoryStatement
Number of shares held in the Company None
Number of Board Meetings attended for the F.Y. 2024-25
till the date of this Notice		 06
Remuneration proposed to be paid Sitting Fees for attending Board and
Committee meetings
Listed entities from which the Director has resigned in the
past threeyears		 None
Disclosure of relationship with other Directors, Manager
and other KeyManagerial Personnel of the company		 Not related to any of the Directors and KMP
of the Company

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