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Urja Global Limited — AGM Information 2021
Aug 2, 2021
63674_rns_2021-08-02_1dba71d5-ff1b-4cf5-b37f-8c56e0e49502.pdf
AGM Information
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Date: 02[nd] August, 2021
To The Manager (Listing) BSE LIMITED
PhirozeJeejeebhoy Towers 25[th] Floor, Dalal Street Mumbai - 400001
To The Manager (Listing) NATIONAL STOCK EXCHANGE OF INDIA Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra(E), Mumbai-400051
BSE Scrip Code- 526987
Ref: NSE Symbol -URJA
Subject: Prior Intimation of the 29[th ] Annual General Meeting in compliance with Regulation 29 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
Dear Sir/Madam
With reference to above mentioned subject, we wish to inform you that the Twenty Ninth Annual General Meeting (AGM ) of Urja Global Limited (“the Company”) is scheduled to be held on Wednesday, 25[th] day of July, 2020 at 11:00 A.M. by electronic means to transact the following businesses:
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To receive, consider and adopt:
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a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon; and
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b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021and the Report of the Auditors thereon.
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Re-appointment of Mr. Yogesh Kumar Goyal (DIN: 01644763) as a Whole-Time Director of the Company.
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Alteration in Main Object Clause of the Memorandum of Association of the Company.
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Alteration in Articles of Association (AOA) of the Company.
The Register of Members and Share Transfer Books of the Urja Global Limited will remain closed from Thursday, 19[th] August, 2021 to Wednesday, 25[th] August, 2021 (both days inclusive) for the purpose of 29[th] Annual General Meeting (AGM) of the Company.
The cut-off date for the purpose of E-Voting is Wednesday, 18[th] August, 2021 for determining the eligibility of Members, holding shares either in physical form or in dematerialized form, who will be
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Entitled to cast their votes electronically during 22[nd] August, 2021 (09.00 A.M.) to 24[th] August, 2021 (5.00 P.M.) in respect of business to be transacted at the AGM.
This is submitted for your information and records.
Thanking You
Yours Sincerely
For URJA GLOBAL LIMITED
NEHA Digitally signed by NEHA SHUKLA SHUKLA Date: 2021.08.02 19:05:41 +05'30' _______ NEHA SHUKLA Company Secretary/Compliance officer M. No. 46721
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URJA GLOBAL LIMITED
CIN: L67120DL1992PLC048983
Regd. Off.: 487/63, 1[st] Floor, National Market, Peeragarhi, New Delhi - 110087 Phone No.: +91 11 25279143/45588275, Fax No.: +91 11 25279143 Website: www.urjaglobal.in, E-mail: [email protected]
NOTICE
NOTICE is hereby given that the (Twenty Ninth) 29[th ] Annual General Meeting (“AGM”) of the Members of URJA GLOBAL LIMITED (CIN: L67120DL1992PLC048983) (“the Company”) is scheduled to be held on Wednesday, the 25[th] day of August, 2021 at 11.00 A.M. through two-way Video Conference (“VC”) / Other Audio-Visual Means (“OAVM”) (“hereinafter referred to as “Electronic Mode”) , to transact the following business (es):
ORDINARY BUSINESS:
1. To receive, consider and adopt:
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a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon; and
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b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 and the Report of the Auditors thereon.
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To re-appoint Mr. Yogesh Kumar Goyal, who retires by rotation and being eligible, offers himself for the same.
SPECIAL BUSINESS:
- Re-appointment of Mr. Yogesh Kumar Goyal (DIN: 01644763) as a WholeTime Director of the Company
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :
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“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and203 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee and subject to such other approvals as may be necessary, the consent of the Members of the Company be and is hereby given for the re-appointment of Mr. Yogesh Kumar Goyal (DIN: 01644763) as the Whole-Time Director of the Company for a period of one year, with effect from 01[st ] June, 2021 upto 31[st ] May, 2022, on such terms and conditions, including remuneration, as set out in the explanatory statement annexed hereto.
RESOLVED FURTHER THAT the board of directors on the recommendations of Nomination & Remuneration Committee of the Company be and are hereby authorized to alter & vary the terms and conditions of appointment and/or remuneration, subject to the same not exceeding the limit specified under schedule V to the Companies Act, 2013 or statutory modification(s) or reenactment thereof.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is here by authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable. ”
4. Alteration in Main Object Clause of the Memorandum of Association 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 Section 4, 13, 15 and 17 of the Companies Act, 2013 (“the Act”) read with the Companies (Management & Administration) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to necessary approvals if any, from the competent authorities, the consent of the Company be and is hereby accorded for the insertion of the below mentioned new Clauses in the Main objects in addition to the existing clauses, in the Clause III (A) of the Memorandum of Association (“the MOA”) of the Company.
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The following new Clauses III (A) 5 and 6 be hereby added to the existing main clauses be numbered accordingly.
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“5. To carry on the business of manufacturing, dealing, trading, fleet operating, leasing and renting of all:
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I. Electric Vehicles i.e. Two, Three, four and multi wheeler including electric Cycle, electric Scooters, Electric cars, Electric Buses, Electric heavy weight vehicles and other battery operated vehicles that can be charged through solar energy or electricity generated through any renewable/ nonrenewable source of power and
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II. Spare parts thereof inclusive of any equipment (like motors, controllers, power trains, batteries or any advanced energy storage devices like lithium-ion battery, Aluminium--ion battery, lead acid battery, super capacitors, which can store energy in form of electrical, chemical and mechanical.
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III. To carry on business such as manufacturing, installation, import, export, re-licenses, periodic inspections of sweeping/ charging station of all kinds of electric vehicles & batteries and to provide fleet services.
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To open Urja Kendra to provide training to the unemployed youth for trading, marketing of solar products, panels, batteries, e-vehicles and other products including installation of charging stations.”
RESOLVED FURTHER THAT the Memorandum of Association incorporating the aforesaid alterations placed before the Meeting be and is hereby approved.”
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be required for giving effect to this Resolution and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.”
5. Alteration in Articles of Association (AOA) of the Company
To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution :
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“RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 (“the Act”) read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded for the substitution and insertion of new clause to the existing Article of the Association of the company hereunder:
Following new Article no. 10 and 11 shall be inserted in the existing AOA:
“ Further issue of share capital”
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(i) The Company, as the case may be, may, in accordance with the Act and the Rules, issue further shares to:
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a. persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; or
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b. employees under any scheme of employees’ stock option, subject to approval by the shareholders of the company by way of a special resolution; or
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c. any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above, subject to approval by the shareholders of the company by way of a special resolution.
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(ii) A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the Rules.
“Sweat equity shares”
- Subject to the provisions of the Act and other applicable provisions of law, the Company may with the approval of the shareholders by a special resolution in general meeting issue sweat equity shares in accordance with such rules and guidelines issued by the Securities and Exchange Board of India and/or other competent authorities for the time being and further subject to such conditions as may be prescribed in that behalf.”
Further the existing Article no. 14 be deleted and replaced with the New Article No. 16 “ Calls on shares ” (Article no. 14 changed to no. 16 due to addition of new Articles) as follows:
- The Board may, from time to time, subject to the terms on which any share may have been issued, and subject to the provisions of Section 49 of the Act, make such calls as the Board thinks fit upon the members in respect of all
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moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the time and places appointed by the Board. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be made payable by instalments and shall be deemed to have been made when the resolution of the Board authorizing such call was passed.
Provided that not less than twenty-one days’ notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.”
RESOLVED FURTHER THAT the Board of Directors of the Company, including committee thereof, be and are hereby authorised to do all such acts, deeds and things as may be required for giving effect to this Resolution and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution.
RESOLVED FURTHER THAT a certified true of the resolution signed by any director / Company Secretary of the Company be provided to anyone concerned or interested in the matter.”
By the Order of the Board For URJA GLOBAL LIMITED
Date: 23.07.2021 Place: New Delhi
Sd/NEHA SHUKLA Company Secretary/Compliance Officer
Registered Office: 487/63, 1ST Floor, National Market, Peeragarhi, New Delhi – 110087
CIN: L67120DL1992PLC048983 E-mail: [email protected] Phone no.: 011-45588275
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NOTES:
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As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020.The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
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The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
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The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
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Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e- voting.
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.urjaglobal.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.
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The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
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In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January 13, 2021.
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Members who hold shares in dematerialized form are requested to intimate any change pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP) and Members holding shares in physical form are requested to intimate such changes to Company’s Registrar and Transfer Agent (RTA), i.e. Alankit Assignment Limited, along with relevant evidences or supporting documents for such changes.
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The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in
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securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Company’s Registrar and Transfer Agent (RTA), i.e. Alankit Assignment Limited.
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Book Closure: Pursuant to Section 91 of the Act and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the register of members and the share transfer books of the Company will remain closed from Thursday, 19[th] August, 2021 to Wednesday, 25[th] August, 2021 (both days inclusive) for the purpose of 29[th ] AGM of the Company.
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The Notice of AGM and Annual Report will be sent to those Members / beneficial owners whose name appears in the Register of Members / list of beneficiaries received from the Depositories/RTA as on Friday, 23 July 2021.
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Members seeking any information with regard to Accounts of the Company and proposed Resolutions are requested to send their queries in writing to the Company at its Registered Office, at least ten days before the date of the Meeting, to enable the Company to furnish the required information at the Meeting.
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All the documents referred to in the notice and the explanatory statement requiring the approval of the Members at the meeting and other statutory registers shall be available for inspection during business hours on all working days except Sundays and public holidays, from the date thereof up to the date of Annual General Meeting at the Registered Office of the Company.
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The annual accounts of the subsidiary companies along with the related detailed information are available for inspection at the Registered Office of the Company and copies will be made available to Shareholders upon request.
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Requisite declarations/consent have been received from Directors for seeking appointment/re-appointment and the Relevant details along with details of other Directorship, shareholding in Company and nature of their expertise in specific functional areas is provided as annexure to the Notice, pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards -2 on General Meetings issued by the Institute of Company Secretaries of India.
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Voting rights shall be reckoned on the paid up value of shares registered in the name of the member/beneficial owners (in case of electronic shareholding) as on the cut- off date i.e. 18[th] August, 2021.
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The Company has appointed Ms. Nupur Jain, Proprietor of M/s Nupur Jain & Associates, Company Secretaries (COP No. 20313) as the Scrutinizer of the Company, to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.
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The following documents will be available for Inspection by the members electronically during the 29[th] AGM. Members seeking to inspect documents can send an email to [email protected]:-
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a. Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the companies act, 2013.
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b. All Such documents referred to in the accompanying Notice and the Explanatory Statement.
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In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them.
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The Scrutinizer will submit his report to the Chairman of the Company (“the Company”) or to any other person authorized by the Chairman after the Completion of the scrutiny of the e-voting (votes cast during the AGM and votes cast through remote e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchanges and will also be displayed on the Company’s website, www.urjaglobal.in.
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As the 29[th] AGM is being held through VC and in accordance with circulars, the Route Map, proxy form and attendance slip are not attached to this Notice
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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:
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(i) The voting period begins on 22[nd] August, 2021 (9:00 A.M. IST) and ends on 24th August, 2021(5:00 P.M. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18[th] August, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL 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.
Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can
Individual login through their existing user id and password. Option will
Shareholders
be made available to reach e-Voting page without any further
holding
authentication. The URL for users to login to Easi / Easiest are
securities in
https://web.cdslindia.com/myeasi/home/login or visit
Demat mode
with CDSL www.cdslindia.com and 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 evoting
is in progress as per the information provided by company.
On clicking the evoting option, the user will be able to see e-
Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is
also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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/EasiRegistra
tion
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available on www.cdslindia.com home page or
click on https://evoting.cdslindia.com/Evoting/EvotingLogin
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
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1) If you are already registered for NSDL IDeAS facility, please
Individual visit the e-Services website of NSDL. Open web browser by
Shareholders
typing the following URL: https://eservices.nsdl.com either on
holding
a Personal Computer or on a mobile. Once the home page of e-
securities in
Services is launched, click on the “Beneficial Owner” icon
demat mode
with NSDL under “Login” which is available under ‘IDeAS’ section. A new
screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click
on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A
new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding NSDL/CDSL for e-Voting facility. After Successful login, you
securities in will be able to see e-Voting option. Once you click on e-Voting
demat mode) option, you will be redirected to NSDL/CDSL Depository site
login through after successful authentication, wherein you can see e-Voting
their feature. Click on company name or e-Voting service provider
Depository name and you will be redirected to e-Voting service provider
Participants website for casting your vote during the remote e-Voting
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period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43. |
| 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 toll free no.: 1800 1020 990 and 1800 22 44 30 |
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(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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- 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in Demat. |
|
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
| Dividend Bank Details ORDate of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
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(vi) After entering these details appropriately, click on “SUBMIT” tab.
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(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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(ix) Click on the EVSN for the relevant on which you choose to vote.
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(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
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A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.
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The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
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Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
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Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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Only those shareholders, who are present in the AGM/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 available during the EGM/AGM.
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If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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For Physical shareholders- please provide necessary details like 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 Company/RTA email id .
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For Demat shareholders -, please update your email id & mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.
By the Order of the Board For URJA GLOBAL LIMITED
Date: 23.07.2021 Place: New Delhi
Sd/NEHA SHUKLA Company Secretary/Compliance Officer
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EXPLANATORY STATEMENT IN COMPLIANCE OF SECTION 102(1) OF THE ACT
As required by Section 102 of the Act, the following Explanatory Statements sets out all material facts relating to the business mentioned under Itemsof the accompanying Notice.
ITEM NO. 3: Re-appointment of Mr. Yogesh Kumar Goyal as Whole Time Director
Mr. Yogesh Kumar Goyal holds master degree in Commerce from Rajasthan University. He is heading the Sales along with Solar Projects of the Company. He has been the guiding force behind Company’s Fastrack growth since long and responsible for various tie-ups with Government bodies.
The tenure of Mr. Goyal as Whole Time Director of the Company was expired on 31[st] May 2021 and having regard to his valuable services rendered to the Company, the Board of Directors re-appointed him as Whole Time Director of the Company w.e.f 1[st] June 2021 for a period of One year at their meeting held on 31[st] May, 2021 subject to the approval of Members. Accordingly, the Board of Directors has placed the resolution for re-appointment of Mr. Yogesh Kumar Goyal for the consent of Members of the Company.
Mr. Yogesh Kumar Goyal is not disqualified from being appointed as Director in terms of Section 164 of the Act.
The principal terms & conditions of Mr. Yogesh Kumar Goyal for re-appointment are proposed to be as follows:
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A. Tenure : From 1[st] June, 2021 to 31[st] May, 2022
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B. Compensations: As per the recommendations of the Nomination and Remuneration Committee, The Board has approved following Compensations:
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i. Fixed Salary: Mr. Yogesh Kumar Goyal will get Fixed Salary of Rs. 50,000/- (Rupees Fifty Thousand Only) per month;
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ii. Commissions: 5% on net profit;
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iii. Reimbursement of expenses: Re-imbursement of telephone and/or mobile phone(s) bills, conveyance, or other out of pocket expenses incurred in course of the official duties shall be reimbursed and not considered as perquisites.
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The Directors recommend the aforesaid resolution for the approval by the members as an Ordinary Resolution.
None of the other Directors/Key managerial Personnel of the Company /their relatives except Mr. Yogesh Kumar Goyal himself is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.3 of the Notice.
ITEM NO. 4: Alteration in Main Object Clause of the Memorandum of Association of the Company
In order to make the main object clause of the Memorandum of Association comprehensive and concise and to include new business activities, it is proposed to insert new clauses in the main object in addition to the existing clause, in the Clause III (A) of the Memorandum of Association of the Company (“the MOA”) of the Company.
The Board at its meeting held on 23[rd] July, 2021 has approved alteration of the Memorandum of Association (“the MOA”) of the Company and the Board now seek Members’ approval for the same.
The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013.
A copy of the proposed MOA of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between 10.00 a.m. to 5.00 p.m. till the date of AGM. The aforesaid documents are also available for inspection at the AGM.
None of the Directors, Key Managerial Persons (KMPs) of the Company or any relatives of such Director or KMPs, shall be considered to be concerned or interested in the proposed Special Resolutions.
The Board recommends the Special Resolution set forth in Item No. 4 of the Notice for approval of the Members.
ITEM NO. 5 Alteration in Articles of Association (AOA) of the Company
In view of the growth prospects of the company and to define the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors company has inserted new article no. 10 and 11 in the existing AOA of the Company. Further the Company is in need of the funds to be utilized for business activities carried out by the Company. For this purpose, the Company proposed to amend its article No. 14 “Calls on
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shares” with the new article no. 16. (Article no. 14 changed to no. 16 due to addition of new Articles)
The Board at its meeting held on 23[rd] July, 2021 has approved alteration of the AOA of the Company and the Board now seek Members’ approval for the same.
Pursuant to Section 14 of the Act, the consent of the Members by way of Special Resolution is required for alteration of AOA of the Company.
The Board recommends the Special Resolution set forth in Item No. 5 of the Notice for approval of the Members.
A copy of the proposed set of new AOA of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between 10.00 a.m. to 5.00 p.m. till the date of AGM. The aforesaid documents are also available for inspection at the AGM.
None of the Directors, Key Managerial Personnel of Company and their relatives are concerned or interested, financially or otherwise in the said resolution.
By the Order of the Board For URJA GLOBAL LIMITED
Date: 23.07.2021 Place: New Delhi
Sd/NEHA SHUKLA Company Secretary/Compliance Officer
Registered Office:
487/63, 1[ST] Floor, National Market, Peeragarhi, New Delhi – 110087 CIN: L67120DL1992PLC048983 E-mail: [email protected] Phone no.: 011-45588275
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ANNEXURE TO THE NOTICE
Details of Directors seeking Appointment/Re-appointment (In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
==> picture [447 x 537] intentionally omitted <==
----- Start of picture text -----
Name of the Director MR. YOGESH KUMAR GOYAL
DIN 01644763
Father’s Name Shri Chhagan Lal Goyal
Date of Birth 20.03.1989
Date of Appointment 12th May, 2012
Nationality Indian
Educational Qualification Post Graduate in Commerce
Experience & expertise in specific Extensive knowledge
functional area & experience in marketing and brand
development.
Disclosure of relationship NIL
between directors inter-se
List of the Directorship held 1. Urja Batteries Ltd.
in Other companies 2. Sahu Minerals & Properties Ltd.
3. Urja Solar Technology Pvt. Ltd.
4. Nandanvan Commercial Pvt. Ltd.
5. Core Portfolio Advisory Services Pvt. Ltd.
6. MW Electrosoft Pvt. Ltd.
7. Mansa BPO Services Private Limited
8. Urja Digital World Limited
Chairman/ Member in the 1. Stakeholder Relationship Committee
committees of Board of our Co. & (Member)
other Companies in which he/she 2. Risk Management Committee
is the Director
(Chairperson)
Shareholding in Company NIL
(Number & %)
----- End of picture text -----
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