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Steelcast Ltd. — Proxy Solicitation & Information Statement 2023
Feb 24, 2023
63098_rns_2023-02-24_402b3097-c049-430b-a2c0-a25a7172ae8f.pdf
Proxy Solicitation & Information Statement
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AC/2079
24.02.2023
The Secretary, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers, Plot No.C/1, G Block, Dalal Street, Bandra-Kurla Complex, MUMBAI - 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 513517 Scrip Symbol: STEELCAS
Dear Sir/Madam,
Subject: Notice of Extra Ordinary General Meeting of the Company to be held on Thursday, 23rd March, 2023.
On the captioned subject, we attach herewith a copy of the email sent to the shareholders along with the Notice of Extra Ordinary General Meeting (“EGM”) of the Company to be held on Thursday, 23rd March, 2023 at 04:00 p.m. through Video Conferencing (VC)/Other Video Visual Means (OAVM).
The Notice of the EGM has been hosted on the website of the Company at the following link:
Final_EGM_Notice.pdf (steelcast.net)
Kindly take the above on your record.
Thanking you,
For STEELCAST LIMITED,
Bhatt Digitally signed by Bhatt Umeshkumar Umeshkum Vasantray Date: 2023.02.24 ar Vasantray 10:38:05 +05'30' (Umesh V Bhatt) COMPANY SECRETARY
L:\AC\2079\COMPLIANCES\SECRETARIAL\MEETINGS\BOARD MEETING\2023.01.23 BM\Directors' Appointments\EGM\EGM Notice to Stock Exchanges.docx
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STEELCAST LIMITED (CIN: L27310GJ1972PLC002033) Regd. Off: Ruvapari Road, Bhavnagar, 364005, Gujarat, India
Dear Member(s),
We are pleased to inform you that the Extra Ordinary General Meeting (EGM) of the Company is scheduled on Thursday, March 23, 2023, at 04:00 p.m. through Video conferencing (“VC”)/Other Audio Visual Means (“OAVM”), in accordance with applicable provisions of the Companies Act, 2013 and in compliance with the procedure prescribed in Circular Nos. 14/2020, 17/2020, 20/2020, 2/2021, 2/2022 and 3/2022 dated April 8, 2020, April 13, 2020 May 5, 2020, January 13, 2021 and May 05, 2022 respectively (collectively referred to as the MCA Circulars) and the SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 12, 2020, January 15, 2021 and May 13, 2022 respectively issued by the Securities and Exchange Board of India (hereinafter collectively to be referred as the “circulars”). According to the said circulars, the EGM Notice of the Company is being sent only via electronic mode and no physical copies would be dispatched.
Soft copy of the EGM Notice can be downloaded from the website of the Company i.e. www.steelcast.net
EGM NOTICE : https://www.steelcast.net/pdf/EGM/Final_EGM_Notice.pdf
The EGM Notice can also be downloaded from websites of stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also available on the website of BIGSHARE - IVOTE (agency for providing the remote e-voting facility) i.e. https://ivote.bigshareonline.com
Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the circulars referred above, the Company is offering prior to and during the EGM remote e-voting facility to its Members in respect of all business to be transacted at the EGM. The detailed process and manner of attending the EGM through VC and remote e-voting are given in the Notes of the Notice of the EGM dated February 22, 2023.
The Company has engaged with Bigshare Services Pvt. Ltd for facilitating Remote e-Voting to enable the Members to cast their votes electronically in respect of all the resolution as set out in the EGM Notice.
As per the SEBI circular dated 9[th] December 2020 on e-voting facility, 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 the Depositories / Depository Participants (DPs) in order to increase the efficiency of the voting process. Members are advised to update their mobile number and email address with their respective DPs in order to access e-voting facility. Detailed instructions for login methods of remote e-voting are provided in the EGM Notice.
| Commencement of Remote e-voting | Monday, 20th March, 2023 at 9.00 a.m. IST |
| End of Remote e-voting | Wednesday, 22th March, 2023 at 5.00 p.m. IST |
During this period, the Members holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, March 17, 2023 , may cast their votes electronically. The remote e-voting module will be disabled by BIGSHARE for voting after the said period. Once the votes on a resolution are cast by the Members, no change will be allowed subsequently. Only the Members who have not cast their votes through remote e-voting may cast their votes during the EGM by attending the EGM through VC.
| Your E-voting Information: | ||
|---|---|---|
| (EVSN) Electronic Voting Sequence Number |
||
| User ID | Password/PIN | |
| 32 | Combination of DP ID & Client ID |
USE YOUR EXISTING PASSWORD |
The Members who have cast their vote by remote e-voting prior to the EGM may also attend/participate in the EGM but shall not be entitled to cast their vote again.
The process and manner for generating or receiving the password and for casting of vote in a secure manner is provided in the Notice of the EGM. The result of the voting will be announced on or before Friday, 25[th ] March, 2023 and will also be available on the website of the Company
We thank you for registering your email address and contributing to the cause of Green Initiative.
Thank you, Yours sincerely, For STEELCAST LIMITED Sd/- (Umesh V Bhatt) COMPANY SECRETARY
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NOTICE OF EGM
Notice is hereby given that the Extra Ordinary General Meeting (“EGM”) of the members of Steelcast Limited (“Steelcast” or “the Company”) will be held on Thursday, 23rd March, 2023 at 04:00 P.M. through Video Conferencing („VC‟)/Other Audio-Visual Means („OAVM‟) facility to transact the following business:
Special Business:
1. Appointment of Mr. Harsh R Gandhi (DIN: 00133091) as Non-Executive Independent Director:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 („Listing Regulations‟) and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Harsh R Gandhi (DIN: 00133091), who was appointed as the additional director of the Company with effect from 23rd January, 2023 and who hold office as such up to the date of this EGM and who has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Companies Act, 2013 read with the Listing Regulations, as amended from time to time, and who is eligible for appointment under the provisions of the Companies Act, 2013, Rules made thereunder and Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a period of 5 (Five) consecutive years on the Board of the Company for a term effective from 23rd January, 2023 up to 22nd January, 2028 and he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorized „Committee‟ thereof) be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”
2. Appointment of Mr. Mr. Rajiv D Gandhi (DIN: 00438037) as Non-Executive Independent Director:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and
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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 („Listing Regulations‟) and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Rajiv D Gandhi (DIN: 00438037), who was appointed as the additional director of the Company with effect from 23rd January, 2023 and who hold office as such up to the date of this EGM and who has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Companies Act, 2013 read with the Listing Regulations, as amended from time to time, and who is eligible for appointment under the provisions of the Companies Act, 2013, Rules made thereunder and Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a period of 5 (Five) consecutive years on the Board of the Company for a term effective from 23rd January, 2023 up to 22nd January, 2028 and he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorized „Committee‟ thereof) be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”
3. Appointment of Mr. Ashutosh H Shukla (DIN: 02544350) as an Executive Director, liable to retire by rotation:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) (including any statutory modification or re-enactment thereof) read with Schedule V to the Act and the rules framed thereunder and Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, the approval of the members of the Company be and is hereby accorded for the appointment of Mr. Ashutosh H Shukla (DIN: 02544350) as Executive Director of the Company, liable to retired by rotation, for a period of 5 (Five) years with effect from 23rd January, 2023, on the terms and conditions hereinafter mentioned, with liberty to the Board to alter and vary the remuneration and terms and conditions of said appointment to the extent recommended by the Nomination and Remuneration Committee, from time to time, as may be considered appropriate, so long as the alterations are in conformity with the provisions of the Companies Act, 2013 and other all other applicable statutes:
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Mr. Ashutosh H Shukla will be paid-
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i) A sum of Rs. 250,000/- per month as Remuneration.
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ii) Annual Bonus as per the policy of the Company which may vary as per the performance of the Company.
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iii) Key Results Area Reward (KRAR) as per the policy of the Company which may vary as per the performance of the Company.
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iv) The Remuneration, Annual Bonus and KRAR as above will be effective from 23/01/2023, future increases being as may be decided by the Nomination & Remuneration Committee and Board of Directors.
RESOLVED FURTHER THAT Mr. Ashutosh H Shukla shall not, during the period of his employment and without the previous consent in writing of the Board, engage or interest himself either directly or indirectly (except as a shareholder or debenture holder of any limited liability Company and provided that such shares or debentures, as the case may be, are dealt in on a recognized stock exchange and the nature of such shareholding or holding of debentures shall have been disclosed to and approved by the Board) in the business or affairs of any other person, firm, company, body corporate, or in any undertaking or business of a nature similar to or competing with the Company's business and further shall not, in any manner, whether directly or indirectly use, apply or utilize his knowledge or experience for or in the interest of any such person, firm, company, body corporate as aforesaid or any such competing undertaking or business as aforesaid.
RESOLVED FURTHER THAT, subject to the superintendence and guidance of the Board of Directors, Mr. Ashutosh H Shukla will have the overall responsibility and authority for day-to-day operations of the Company.
RESOLVED FURTHER THAT the Company shall be at liberty, from time to time, to appoint a person or persons to be Executive Director(s) of the Company jointly with Mr. Ashutosh H Shukla.
RESOLVED FURTHER THAT if before the expiration of this agreement the tenure of office of Mr. Ashutosh H Shukla shall be determined by any reason of a reconstruction or amalgamation, whether by winding up of the Company or otherwise, Mr. Ashutosh H Shukla shall have no claim against the Company for damages.
RESOLVED FURTHER THAT Mr. Chetan M Tamboli, Chairman & Managing Director of the Company, be and is hereby authorized to execute the Agreement, including any supplementary agreement as may be required at a future date, on behalf of the Company with Mr. Ashutosh H Shukla and the common seal of the Company be affixed on the said agreement in the presence of him."
RESOLVED FURTHER THAT Mr. Chetan M Tamboli, Chairman & Managing Director and Mr. Umesh V Bhatt, Company Secretary of the Company be and are hereby authorized severally to file all forms, returns and other relevant documents with various statutory authorities.”
4. Appointment of Mr. Subhash R Sharma (DIN: 07871467) as an Executive Director, liable to retire by rotation:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) (including any statutory
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modification or re-enactment thereof) read with Schedule V to the Act and the rules framed thereunder and Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company, the approval of the members of the Company be and is hereby accorded for the appointment of Mr. Subhash R Sharma (DIN: 07871467) as Executive Director of the Company, liable to retired by rotation, for a period of 5 (Five) years with effect from 23rd January, 2023, on the terms and conditions hereinafter mentioned, with liberty to the Board to alter and vary the remuneration and terms and conditions of said appointment to the extent recommended by the Nomination and Remuneration Committee, from time to time, as may be considered appropriate, so long as the alterations are in conformity with the provisions of the Companies Act, 2013 and all other applicable statutes:
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Mr. Subhash R Sharma will be paid-
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i) A sum of Rs. 118,000/- per month as salary
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ii) House Maintenance Allowance of Rs. 3,000/- per month.
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iii) Conveyance Allowance of Rs. 5,600/- per month.
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iv) Additional Allowance of Rs. 78,000/- per month.
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v) Medical Allowance of Rs. 2,000/- per month.
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vi) Key Results Area Reward (KRAR) as per the policy of the Company which may vary as per the performance of the Company.
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vii) Annual Bonus as per the policy of the Company which may vary as per the performance of the Company.
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viii) Leave Travel Allowance as per the policy of the Company
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ix) Provident Fund as applicable to other Executives of the Company.
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x) Gratuity in accordance with the rules and policy specified by the Company.
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xi) Mediclaim & Personal Accident Insurance as applicable to other Executives of the Company and in accordance with the Company‟s policy.
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xii) The salary, allowances and other emoluments as above will be effective from 23/01/2023, future increases being as may be decided by the Nomination & Remuneration Committee and Board of Directors.
RESOLVED FURTHER THAT Mr. Subhash R Sharma shall not, during the period of his employment and without the previous consent in writing of the Board, engage or interest himself either directly or indirectly (except as a shareholder or debenture holder of any limited liability Company and provided that such shares or debentures, as the case may be, are dealt in on a recognized stock exchange and the nature of such shareholding or holding
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of debentures shall have been disclosed to and approved by the Board) in the business or affairs of any other person, firm, company, body corporate, or in any undertaking or business of a nature similar to or competing with the Company's business and further shall not, in any manner, whether directly or indirectly use, apply or utilize his knowledge or experience for or in the interest of any such person, firm, company, body corporate as aforesaid or any such competing undertaking or business as aforesaid.
RESOLVED FURTHER THAT, subject to the superintendence and guidance of the Board of Directors, Mr. Subhash R Sharma will have the overall responsibility and authority for support services of the Company.
RESOLVED FURTHER THAT the Company shall be at liberty, from time to time, to appoint a person or persons to be Executive Director(s) of the Company jointly with Mr. Subhash R Sharma.
RESOLVED FURTHER THAT if before the expiration of this agreement the tenure of office of Mr. Subhash R Sharma shall be determined by any reason of a reconstruction or amalgamation, whether by winding up of the Company or otherwise, Mr. Subhash R Sharma shall have no claim against the Company for damages.
RESOLVED FURTHER THAT Mr. Chetan M Tamboli, Chairman & Managing Director of the Company, be and is hereby authorized to execute the Agreement, including any supplementary agreement as may be required at a future date, on behalf of the Company with Mr. Subhash R Sharma and the common seal of the Company be affixed on the said agreement in the presence of him."
RESOLVED FURTHER THAT Mr. Chetan M Tamboli, Chairman & Managing Director and Mr. Umesh V Bhatt, Company Secretary of the Company be and are hereby authorized severally to file all forms, returns and other relevant documents with various statutory authorities.”
By Order of the Board of Directors,
For STEELCAST LIMITED,
Bhatt Digitally signed by Bhatt Umeshkumar Umeshkumar Vasantray Date: 2023.02.22 Vasantray 18:55:05 +05'30' Place: Bhavnagar (Umesh V Bhatt) Date: 22nd February, 2023 COMPANY SECRETARY
Notes:
- Pursuant to the General Circular No 11/2022 dated 28.12.2022, 20/2021 issued in continuation to MCA General Circular No. 14/2020 dated 8 April 2021 , 17/2020 dated 13 April 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September, 2020 and 39/2020 dated 31 December 2020 and 10/2021 dated 23 June 2021 and 20/2021 dated December 08, 2021 in this regard and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by SEBI (hereinafter collectively referred to as the Circulars), companies are
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allowed to hold Extra Ordinary General Meeting (“EGM”) through VC/OAVM, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the EGM of the Company is being held through VC/OAVM.
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The Company has appointed Bigshare Services Private Limited (“ BIGSHARE ”) to provide Video Conferencing and e-Voting facilities for the EGM.
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The relevant Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013, in respect of the special business is annexed hereto.
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A statement giving the relevant details of the Directors seeking appointment is annexed hereto.
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Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this EGM is being held through VC/OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not provided herewith.
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The attendance of the members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the Quorum under Section 103 of Companies Act, 2013.
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The Members will be allowed to pose questions during the course of the Meeting. The queries shall be sent at least 10 days in advance before the date of EGM at [email protected] or at [email protected]
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Since the EGM will be held through VC/OAVM, the route map of the venue of the Meeting is not provided herewith.
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In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, this Notice of the Company for the EGM are being sent by e-mail to those Members who have registered their e-mail address with the Company‟s Registrars and Share Transfer Agents (RTA) (in respect of shares held in physical form if any) or with their Depository Participants (DPs) (in respect of shares held in electronic form) and made available to the Company by NSDL and CDSL.
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Mr. Dinesh G Bhimani, Proprietor of D G Bhimani & Associates, Practicing Company Secretaries, Membership No. F8064 and having his address at 207, Nathwani Chambers, Sardar Gunj, Anand-388001, Gujarat, has been appointed as the Scrutinizer to scrutinize the remote e-Voting process in a fair and transparent manner.
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Institutional/Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC/OAVM on its behalf and to vote through remote e-Voting. The said Resolution/Authorization shall be sent to the Company either at [email protected] or at [email protected]
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- All the documents which are relevant and referred in the Notice or Explanatory Statement will be available for Inspection of members at the registered office of the Company during the working hours on all working days upto the date of EGM.
THE INTRUCTIONS TO SHAREHOLDERS FOR REMOTE e-VOTING ARE AS UNDER:
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i. The remote e-Voting period will begin on Monday , 20th March, 2023 at 09.00 a.m. and will end on Wednesday, 22nd March, 2023 at 5.00 p.m. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 17th March, 2023 may cast their vote electronically. The e-Voting module shall be disabled by Bigshare for voting thereafter.
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ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
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iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-Voting facility to its shareholders in respect of all shareholders‟ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-Voting service providers (ESPs) providing e- Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.
- iv. 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.
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- Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given as follows:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest, user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of BIGSHAREthe e-Voting service provider and you will be re- directed toi-Votewebsite 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 i.e.BIGSHARE, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link www.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 e-Voting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click onBIGSHAREand you will be re-directed toi- Votewebsite for casting your vote during the remote e-Voting period. |
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| Individual Shareholders holding securities in demat mode withNSDL |
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under „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 nameBIGSHAREand you will be re-directed toi-Vote website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is 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‟ 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 nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting |
|---|---|
| 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. 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. |
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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 withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43. |
| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:
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You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
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Click on “ LOGIN ” button under the „ INVESTOR LOGIN ‟ section to Login on e-Voting Platform.
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Please enter your „ USER ID’ (User id description is given below) and „ PASSWORD’ which is shared separately on you register email id.
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Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.
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Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.
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Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.
Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).
Click on I AM NOT A ROBOT (CAPTCHA) option and login.
NOTE : If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.
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If you have forgotten the password: Click on „ LOGIN ‟ under „ INVESTOR LOGIN ‟ tab and then Click on „ Forgot your password ?
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Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on „ Reset ‟. (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).
Voting method for shareholders on i-Vote e-Voting portal:
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After successful login, Bigshare e-Voting system page will appear.
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Click on “ VIEW EVENT DETAILS (CURRENT) ” under „ EVENTS ‟ option on investor portal.
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Select event for which you desire to vote under the dropdown option.
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Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.
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Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.
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Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.
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Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.
3. Custodian registration process for e-Voting on i-Vote Portal:
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You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
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Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.
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Enter all required details and submit.
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After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” . NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.
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If you have forgotten the password: Click on „ LOGIN ‟ under „ CUSTODIAN LOGIN ‟ tab and further Click on „ Forgot your password ?
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Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on „ RESET .
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(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).
- - Voting method for Custodian on i Vote portal for e Voting:
- After successful login, Bigshare e-Voting system page will appear.
Investor Mapping:
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First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.
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Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).
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Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”. Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)
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Your investor is now mapped and you can check the file status on display.
Investor vote File Upload:
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To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.
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Select the Event under dropdown option.
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Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).
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Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.
- Helpdesk for queries regarding e Voting:
| Login type | Helpdesk details |
|---|---|
| Shareholder„s other than individual shareholders holding shares in Demat mode & Physical mode. |
In case shareholders/ investor have any queries regarding e-Voting, you may refer the Frequently Asked Questions („FAQs‟) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us to [email protected] or call us at: 1800 22 54 22. |
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4. Procedure for joining the EGM through VC/ OAVM:
For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:
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The Members may attend the EGM through VC/ OAVM at https://ivote.bigshareonline.com under Investor login by using the e-Voting credentials (i.e., User ID and Password).
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After successful login, Bigshare E-Voting system page will appear.
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Click on “ VIEW EVENT DETAILS (CURRENT) ” under „ EVENTS ‟ option on investor portal.
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Select event for which you are desire to attend the EGM under the dropdown option.
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For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “ VIDEO CONFERENCE LINK” option.
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Members attending the EGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
The instructions for Members for e-Voting on the day of the EGM are as under:-
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The Members can join the EGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e- Voting.
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Only those members/shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
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Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
Helpdesk for queries regarding virtual meeting:
In case shareholders/ investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions („FAQs‟) available at https://ivote.bigshareonline.com, under download section or you can email us to [email protected] or call us at: 1800 22 54 22.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 1 OF THE NOTICE RELATING TO THE APPOINTMENT OF MR. HARSH R GANDHI AS AN INDEPENDENT DIRECTOR FOR FIVE YEARS:
Mr. Harsh R Gandhi (DIN: 00133091), aged 45 years, is an Indian Businessman who graduated from Purdue University in Bachelor of Science and Owner President Management (OPM 47) from Harvard Business School.
Since 2001, he is holding the position of Joint Managing Director in GRP Limited, Mumbai which is a manufacturer of sustainable materials, focused on using end of life tyre & plastic waste to make raw materials for use in automotive, electrical, transportation and defence sectors.
GRP is part of a diversified family group of companies spanning real estate development and industrial raw materials in Mumbai. The group foundation manages education institutions, health centers and religious trusts across Mumbai and Gujarat.
He also worked as an Associate with the Boston Consulting Group in the Mumbai office during the period 1999 to 2001 advising clients on strategy & market entry in projects across industrial goods, telecom and FMCG.
He was also associated with Kotak Securities, New York as an Analyst and handled the sales desk of Indian equities, GDRs & ADRs to American institutional investors
Mr. Harsh is a member of the Committee of FICCI Circular Economy, Material Recycling Association of India and is also a member of YPO Mumbai Connect, Indian Rubber Institute.
His Hobbies & Interests include Triathlete, Start-up investing and Travel.
Based on skills, rich experience and knowledge of Mr. Harsh R Gandhi, Nomination and Remuneration Committee has recommended to the Board and the Board, at their meeting held on 23rd January, 2023, has appointed Mr. Harsh R Gandhi, as an Additional Director in the capacity of Independent Director for a period of 5 (Five) years w.e.f. on 23rd January, 2023 subject to approval by the members at this EGM.
Further, Mr. Harsh R Gandhi shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. The Company has received a declaration from Mr. Harsh R Gandhi, being eligible for appointment as Independent Director. Mr. Harsh R Gandhi has also provided his consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. The Company has also received a declaration from Mr. Harsh R Gandhi confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Harsh R Gandhi is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfils the conditions specified in the Companies Act,
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2013 and is independent of the management. The Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out below the Explanatory Statement. The Board considers that his appointment would provide immense benefit to the Company and it is desirable to avail his services. Accordingly, consent of the Members is sought for passing Special Resolution as set out in this item of the Notice for appointment of Mr. Harsh R Gandhi as an Independent Director of the Company. The Directors recommend this appointment subject to your approval at this EGM. Except Mr. Harsh R Gandhi, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 1. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.
Details of Directors seeking appointment at forthcoming EGM: (In pursuance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015)
| Name of the Director | Mr. Harsh R Gandhi |
|---|---|
| **Date of Birth ** | 17.07.1977 |
| Nationality | Indian |
| Date of Appointment on Board |
23.01.2023 |
| Qualification | Bachelor of Science from Purdue University and Owner President Management (OPM 47) from Harvard Business School. |
| Experience | More than 23 years |
| Shareholding | NIL |
| Terms and conditions of appointment along with details of remuneration |
Independent Director for five years w.e.f. 23rd January, 2023 with sitting fees as applicable to other non-executive directors for attending meeting(s) of the Board of Directors and its Committees |
| Remuneration last drawn (during FY 2021-22) |
NIL |
| No. of Meetings of the Board attended during the **year ** |
1 (One) |
| Directorship of other Listed Companies |
1. GRP Limited 2. Ultramarine & Pigments Limited |
| Membership/Chairmanship of Committees of other Listed Companies |
1. Member of Audit Committee of GRP Limited 2. Member of Stakeholders Relationship Committee of GRP Limited 3. Member of Business Review Committee of Ultramarine & Pigments Limited |
Mr. Harsh R Gandhi is not related to any of the Directors of the Company.
No Director, Key Managerial personnel or their relatives, except Mr. Harsh R Gandhi (DIN: 00133091), to whom the resolution relates, is interested or concerned in the resolution.
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ITEM NO. 2 OF THE NOTICE RELATING TO THE APPOINTMENT OF MR. RAJIV D GANDHI AS AN INDEPENDENT DIRECTOR FOR FIVE YEARS:
Mr. Rajiv D Gandhi (DIN: 00438037), born in 1962, is a first generation entrepreneur.
A B.com graduate from Bombay University, he started a proprietary trading company in 1985 in Mumbai for distributing animal health products with no experience or knowledge in animal health business.
He then transformed that proprietary business into Asia‟s largest single location animal vaccine and health products manufacturing company based in Ahmedabad under the name of Hester Biosciences.
Hester is now a 500 people strong organization which recorded a turnover of INR 219.35 crores in the financial year 2021-22, earning a net profit of INR 39.52 crores.
Hester subsequently expanded its animal vaccine manufacturing activities by setting up plants in Nepal and in Tanzania respectively. The Tanzania plant is funded by the Bill & Melinda Gates Foundation.
Besides managing Hester Biosciences, Mr. Rajiv has a keen interest in aviation. He invested in acquiring a defunct flying school and transformed it into Gujarat‟s leading General Aviation company involved in flying training, offering charter services and maintaining aircrafts. Today, Blue Ray, the aviation company, has 60 students enrolled for getting Commercial Pilot License out of Mehsana airfield.
In 2016, Mr. Rajiv was awarded the „Outstanding Entrepreneur of the Year‟ by the Ahmedabad Management Association (AMA).
Mr. Rajiv is an active member of the governing council for Ahmedabad Management Association (AMA), Chimanbhai Patel Institute, Ahmedabad, Kamdhenu University, Gandhinagar & Sardar Vallabhbhai National Institute of Technology, Surat.
He is the incoming chairperson for Federation of Indian Chambers of Commerce & Industry (FICCI) Gujarat State Chapter.
He is also the member of the National Advisory Committee for Animal Husbandry and Dairying Sector, constituted by The Government of India.
Mr. Rajiv D Gandhi is a strong proponent of Indian culture. He enjoys discussions on history and politics. He believes that the role of a leader is not to create more followers, but to create more leaders.
Based on skills, rich experience and knowledge of Mr. Rajiv D Gandhi, Nomination and Remuneration Committee has recommended to the Board and the Board, at their meeting held on 23rd January, 2023, has appointed Mr. Rajiv D Gandhi, as an Additional Director in the capacity of Independent Director for a period of 5 (Five) years w.e.f. on 23rd January, 2023 subject to approval by the members at this EGM.
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Further, Mr. Rajiv D Gandhi shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. The Company has received a declaration from Mr. Rajiv D Gandhi, being eligible for appointment as Independent Director. Mr. Rajiv D Gandhi has also provided his consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. The Company has also received a declaration from Mr. Rajiv D Gandhi confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Rajiv D Gandhi is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfils the conditions specified in the Companies Act, 2013 and is independent of the management. The Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out below the Explanatory Statement. The Board considers that his appointment would provide immense benefit to the Company and it is desirable to avail his services. Accordingly, consent of the Members is sought for passing Special Resolution as set out in this item of the Notice for appointment of Mr. Rajiv D Gandhi as an Independent Director of the Company. The Directors recommend this appointment subject to your approval at this EGM. Except Mr. Rajiv D Gandhi, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 2. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.
Details of Directors seeking appointment at forthcoming EGM: (In pursuance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015)
| **Name of the Director ** | Mr. Rajiv DGandhi |
|---|---|
| **Date of Birth ** | 11.07.1962 |
| Nationality | Indian |
| Date of Appointment on Board | 23.01.2023 |
| **Qualification ** | BachelorofCommerce |
| Experience | More than 37 years |
| Shareholding | NIL |
| Terms and conditions of appointment along with details of remuneration |
Independent Director for five years w.e.f. 23rd January, 2023 with sitting fees as applicable to other non- executive directors for attending meeting(s) of the Board of Directors andits Committees |
| Remuneration last drawn (during FY 2021-22) |
NIL |
| No. of Meetings of the Board **attended during the year ** |
1 (One) |
| Directorship of other Listed Companies |
1. Hester Biosciences Limited |
| Membership/Chairmanship of Committees of other Listed Companies |
1. Chairman of Risk Management Committee of Hester Biosciences Limited 2. Chairman of Corporate Social Responsibility Committee of Hester BiosciencesLimited |
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Mr. Rajiv D Gandhi is not related to any of the Directors of the Company.
No Director, Key Managerial personnel or their relatives, except Mr. Rajiv D Gandhi (DIN: 00438037), to whom the resolution relates, is interested or concerned in the resolution
ITEM NO. 3 OF THE NOTICE RELATING TO THE APPOINTMENT OF MR. ASHUTOSH H SHUKLA AS AN EXECUTIVE DIRECTOR FOR FIVE YEARS:
Mr. Ashutosh H Shukla (DIN: 02544350) is B. E. Mechanical Engineer from M S University, Baroda and Post Graduate Diploma in Business Administration. He is self-motivated, wellorganized and highly analytical professional with 35 years of vast experience in managing the various Roles & Responsibilities and held various positions in various organizations. Mr. Shukla likes to take challenging responsibilities and discharge the same in a well dignified manner with evergreen willingness to learn.
Mr. Shukla has been with STEELCAST since 1997 and presently working in the capacity of Executive Director (Operations) and looking after complete operations of all the Plants apart from looking after Human Resources (“HR”) & Overall supervision of all the plants. During his tenure, the Company has seen a good improvement in productivity, on time Delivery and optimum utilization of machines shop with quality output. On HR front, he is responsible for formulation & implementation of Policies, ensuring positive climates across the plants, to have healthy relation with Unions and to conducting Negotiation & Settlements with the unions (short term & long term), to have best HR Practices in the Company.
Before joining STEELCAST, he worked with CADMACH Machinery, Ahmedabad, Gujarat Gas Corporation Ltd., Ahmedabad and Elecon Engineering Co. Ltd, Vallabh Vidhyanagar and held various position and worked in different departments.
To recognize long association of Mr. Ashutosh H Shukla with the Company and contribution made to the growth of the Company, the Nomination & Remuneration Committee had recommended to the Board the appointment of Mr. Ashutosh H Shukla as an Additional Director in the capacity of Executive Director and as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 23rd January, 2023, has appointed Mr. Ashutosh H Shukla as an Additional Director in the capacity of Executive Director to hold office up to ensuing General Meeting. The consent letter of Mr. Ashutosh H Shukla for this purpose had also been received.
It would be in Company‟s interest to appoint Mr. Ashutosh H Shukla as Executive Director of the Company for a period of 5 (five) years effective from 23.01.2023. The Directors recommend this appointment subject to your approval at this EGM.
Details of Directors seeking appointment at forthcoming EGM: (In pursuance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015)
| **Name of the Director ** | Mr. Ashutosh H Shukla |
|---|---|
| **Date of Birth ** | 28.02.1963 |
| Nationality | Indian |
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| Date of Appointment on Board |
23.01.2023 |
|---|---|
| Qualification | Bachelor of Engineering and Post Graduate Diploma in BusinessAdministration |
| Experience | More than 35 years |
| Shareholding | NIL |
| Terms and conditions of appointment along with **details of remuneration ** |
Executive Director for five years w.e.f. 23rd January, 2023 with remuneration particularly described in the resolution No. 3 of the Notice of this EGM. |
| Remuneration last drawn (during FY 2021-22) |
16.45 Lakhs (In other capacity and not as a Board Member) |
| No. of Meetings of the Board attended during the **year ** |
1 (One) |
| Directorship of other Listed Companies |
None |
| Membership/Chairmanship of Committees of other Listed Companies |
None |
ITEM NO. 4 OF THE NOTICE RELATING TO THE APPOINTMENT OF MR. SUBHASH R SHARMA AS AN EXECUTIVE DIRECTOR FOR FIVE YEARS:
Hailing from Rajasthan and aged 56 years, Mr. Subhash R Sharma (DIN: 07871467) is Master of Commerce and a Cost & Management Accountant and a Fellow member of the Institute of Cost Accountants of India (ICAI), formerly known as ICWAI.
Mr. Sharma has been working with STEELCAST since July 2016 and currently designated Executive Director & Chief Financial Officer (“CFO”). He handles diverse functions such as Bank Finance, Audit, Investor meetings, Maintenance of books of accounts, audits, discharging statutory duties as CFO and overseeing additional duties related to Secretarial functions, factory canteen, material & stores, admin & security departments.
During his tenure in STEELCAST, the Company has shown a good improvement in the functioning of support services.
Before joining STEELCAST, he has held different positions in various organizations such as C Doctor Group – Engaged in manufacturing and EPC business, Doshion Veolia Water Solutions Pvt Ltd, an EPC Company, Diwanji & Associates, Cost Accountants for more than 12 years.
He also served for 20 years in Indian Air Force as Senior Non-Commissioned Officer where he got experience of working in Tri-service Organisation (Army, Navy and Air Force), Departmental Promotion Board, Logistics and Training Wing.
Additionally, Mr. Sharma is currently pursuing Company Secretaryship course to keep himself updated about regulatory changes taking place at an unprecedented pace.
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To recognize the contribution made by Mr. Subhash R Sharma to the growth of the Company, the Nomination & Remuneration Committee had recommended to the Board the appointment of Mr. Subhash R Sharma as an Additional Director in the capacity of Executive Director and as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 23rd January, 2023, has appointed Mr. Subhash R Sharma as an Additional Director in the capacity of Executive Director to hold office up to ensuing General Meeting. The consent letter of Mr. Subhash R Sharma for this purpose had also been received.
It would be in Company‟s interest to appoint Mr. Subhash R Sharma as Executive Director of the Company for a period of 5 (five) years effective from 23.01.2023. The Directors recommend this appointment subject to your approval at this EGM.
Details of Directors seeking appointment at forthcoming EGM: (In pursuance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015)
| Name of the Director | Mr. Subhash R Sharma |
|---|---|
| **Date of Birth ** | 24.08.1966 |
| Nationality | Indian |
| Date of Appointment on Board |
23.01.2023 |
| Qualification | Master of Commerce and Fellow member of the Institute of Cost Accountants of India (ICAI) |
| Experience | More than32years |
| Shareholding | 10 shares |
| Terms and conditions of appointment along with **details of remuneration ** |
Executive Director for five years w.e.f. 23rd January, 2023 with remuneration particularly described in the resolution No. 4oftheNotice ofthisEGM. |
| Remuneration last drawn (during FY 2021-22) |
21.82 Lakhs (In other capacity and not as a Board Member) |
| No. of Meetings of the Board attended during the **year ** |
1 (One) |
| Directorship of other Listed Companies |
None |
| Membership/Chairmanship of Committees of other Listed Companies |
None |
By Order of the Board of Directors,
For STEELCAST LIMITED,
Place: Bhavnagar Date: 22nd February, 2023
Bhatt Digitally signed by Bhatt Umeshkumar Umeshkumar Vasantray Date: 2023.02.22 Vasantray 18:55:48 +05'30' (Umesh V Bhatt) COMPANY SECRETARY
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