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WPIL Ltd — Proxy Solicitation & Information Statement 2023
Nov 21, 2023
62191_rns_2023-11-21_03fd8c44-e052-4c88-8e4e-50f3a74d2360.pdf
Proxy Solicitation & Information Statement
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November 21, 2023
Department of Corporate Services- Listing BSE Limited Phiroze Jeejeebhoy Tower 25" Floor, Dalal Street, Mumbai -400001
Dear Sirs,
Enclosed please find a copy of Postal Ballot Notice dated 3 November, 2023 being sent to the Shareholders of the Company on date through e-mail via NSDL platform for seeking their approval in terms of Regulation 30 of the SEBI (LODR) Regulations, 2015.
The above is for your information and records.
Thanking you.
Yours faithfully
For WPIL Limited
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(U.Chakravarty) General Manager (Finance) and Company Secretary Compliance Officer
Enclo. As above
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WORKS : PANIHATI: 22, FERRY FUND ROAD (PANIHATI), KOLKATA- 700 114, TEL. : (033) 2583 3459 GANIPUR: BIREN ROY ROAD (WEST), GANIPUR, 24 PGS (S), KOLKATA- 700 141, PH.: 8100391197, (033) 24880976 GHAZIABAD : A-5, SECTOR - XX1I, MEERUT ROAD, GHAZIABAD - 201 003, UTTAR PRADESH, TEL.: (0120) 3015 784 / 703 / 711, FAX: (0120) 3015 740
CIN L36900WB1952PLC020274 Regd. Office : Trinity Plaza, 3rd Floor, 84/1A, Topsia Road (South), Kolkata – 700 046 Phone : 033 40556800, Fax : 033-40556835 email : [email protected] Website: www.wpil.co.in
NOTICE OF POSTAL BALLOT
[Pursuant to Sections 108, 110 of the Companies Act, 2013 and Rules 20 and 22 of the the Companies (Management and Administration) Rules, 2014, as amended.]
| VOTING STARTS ON | VOTING ENDS ON |
|---|---|
| Wednesday, November 22, 2023, at 9:00 a.m. (IST) | Thursday, December 21, 2023, at 5:00 p.m. (IST) |
Dear Member(s),
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory amendment(s), modification(s), variation(s) or reenactment(s) thereto for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) each as amended, and other applicable laws and regulations if any, (including any statutory modification(s) or re-enactment(s) thereto for the time being in force), the special resolution appended below is proposed to be passed by the Members of WPIL Limited (the ‘Company’)by the way postal ballot through remote voting by electronic means only.
SPECIAL BUSINESS:
Alteration of the Object Clause of the Memorandum of Association of the Company
To consider, and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION
“RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any of the Companies Act, 2013 (the Act) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment thereto for the time being in force, and subject to such other approvals as may be required, consent of the Members be and is hereby accorded for effecting the alteration in the existing Object Clause of the Memorandum of Association (the ‘MoA’) by appending following new sub-clauses numbered (38),(39),(40),(41) and (42) after the existing sub-clause (37) of Clause 3 of MoA of the Company :
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(38) To carry on the business of Drinking water systems including treatment and distribution, irrigation systems including lift, piped and micro irrigation and industrial process water systems.
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(39) To carry on the business of wastewater systems including drainage and sewage treatment and distribution systems.
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(40) To carry on business in India and abroad as civil engineers, electrical engineers, mechanical engineers, structural engineers, architects, planners , consultants, developers and to build , construct, acquire, install, survey, design, layout, establish, provide, manage, maintain, handle, operate, administer, lease, transfer all infrastructural projects, water treatment projects, irrigation projects, industrial projects, wastewater projects including demolition, development and construction work and to carry on business as turnkey construction contractors, designers, fabricators, manufacturers, dealers in water treatment machinery, equipment and plants, process and design engineers with or without the use of ultramodern technology such as drones and spatial data mapping for survey, computer aided simulation and system designs and software in system design for treatment and distribution of water for industrial , domestic and other purposes, municipal water treatment, water supply, sewage treatments plants, highways, roads, bridges, underground tunnels, warehouses, storage plants, buildings, townships, wells, dams , canals, power transmission lines, communication centers, earthwork and irrigation infrastructure or any other infrastructural facilities either
on build, operate and transfer ( B.O.T ) basis and to collect annuity thereon or otherwise and render all services in connection with such infrastructural facilities of industries and community.
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(41) To provide information technology based and enabled services of all kinds including Internet based web activities and transactions, to design, develop, sell, provide, maintain, market, buy, import, export, sell and license computer software, hardware and program products and services or otherwise deal in all kinds of end to end solutions and condition monitoring in connection with the business of process water and drinking water treatment and distribution projects or in the field of engineering.
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(42) To acquire by purchase, lease, exchange, rent or otherwise, to develop, improve, administer, gift, possess, build on, mortgage, charge or otherwise deal in lands, buildings and any estate or interest therein and any rights over or connected with lands so situate and to turn the same to account as may be expedient and in particular by laying out, developing or assist in developing and preparing land for building purposes and preparing building sites by planning, paving, drawing and by constructing, reconstructing, pulling down, altering, improving, decorating, furnishing and by consolidating or connecting or subdividing properties, leasing, letting or renting, selling (by instalments, ownership, hire purchase basis or otherwise) and otherwise disposing off the same including entering into contracts and arrangements with any Person, Firms, Companies, Government or others as may be necessary for this purpose.”
“FURTHER RESOLVED THAT the Board of Directors of the Company (the “ Board ” which term shall be deemed to include its committees also) or any officer(s) so authorized by the Board, be and are hereby authorized to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same.”
NOTES & INSTRUCTTIONS:
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The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ( ‘Act’ ) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 ( ‘Rules’ ), each as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice.
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The Company is sending this Notice to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/MCS Share Transfer Agent Limited, the Company’s Registrars and Transfer Agent ( ‘RTA’ ) as on Friday, November 17, 2023 ( ‘Cut-Off Date’ ). The voting rights of the Members shall be in proportion to their s hare of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, November 17, 2023.
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In terms with MCA Circulars, this Postal Ballot Notice is being sent only by e-mail to all those Members, whose e-mail addresses are registered with the Company or with NSDL/CDSL or the Company's RTA i.e. MCS Share Transfer Agent Limited and whose names appear in the Register of Members/list of Beneficial Owners as on the Cut-Off Date i.e. Friday, November 17, 2023. The Postal Ballot Notice along with Statement for the proposed Resolution and instructions and manner of e-voting process can also be downloaded from the website of the Company i.e., www.wpil.co.in/investor-services.php and on the website of NSDL, i.e., https://www.evoting.nsdl.com.
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Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.
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in terms with MCA Circulars Physical copy of the Notice is not being sent to Members. To facilitate such members to receive this Notice electronically and cast their vote electronically, members who have not registered their e-mail addresses with the Company can now register the same by sending an e-mail to the Company's RTA at [email protected]. Members holding shares in Demat form are requested to register their e-mail addresses with their respective depository participant(s) only.
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In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, and SS-2, the Company is pleased to provide remote e- voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in note no. 14 of this Notice.
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The voting shall commence on Wednesday, November 22, 2023, at 9:00 a.m. (IST) and shall end on Thursday, December 21, 2023, at 5:00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically only. The remote e-voting module shall be disabled by NSDL for voting thereafter.
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The Board of Directors of the Company, appointed Mr P.V.Subramanian, (CP No.2077), Company Secretary in whole-time practice, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Managing Director, or any other person authorized by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by the Managing Director or any other person authorized by him, on or before Saturday, December 23, 2023. The Scrutinizer’s decision on the validity of votes cast will be final.
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The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.wpil.co.in/investor-services.php and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Company and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed viz. BSE Limited (‘BSE’) .
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The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., December 21, 2023 . Further, Resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.
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Voting by e-voting can be exercised only by the Members or duly constituted attorney or in case of Body corporates, by the duly authorized person.
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The vote in this Postal Ballot cannot be exercised through proxy.
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All the material documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch of this notice until the last date of e- voting. Alternately, Members may also send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period through e-voting.
14. Process to cast votes through remote e-voting:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
| Individual Shareholders holding securities in demat mode with CDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon |
| & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Logintype | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000 |
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL
in demat mode with CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL **or CDSL) or Physical ** |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12** |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] Please mention the e-mail ID of Scrutinizer> with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 0224886 7000 and 022-2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to (RTA email id at [email protected]).
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (RTA email id at [email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step
- 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Registered Office : By Order of the Board Trinity Plaza, 3rd Floor, 84/1A, Topsia Road (South) Kolkata- 700046.
U. Chakravarty General Manager (Finance) and Company Secretary FCS- 5127
Date: 3[rd] November, 2023 Place: Kolkata CIN : L36900WB1952PLC020274
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 SETTING OUT ALL MATERIAL FACTS RELATING TO SPECIAL BUSINESS IN THE NOTICE
The business landscape in the Flow solution and engineered pump sector has witnessed a paradigm shift in the last decade with increasing application of digital tools as well as the propensity of the consumers to opt for digital solutions. With growing penetration of high speed internet connectivity and increasing digital proficiency among customers, our target audiences’ buying behaviour has evolved to prefer digital solutions across the value chain. Furthermore, changing products model have impacted the mobility needs of the customers, whereby novel solutions are being sought in addition to the traditional pump ownership model. In parallel, the flow solution business continues to explore growth opportunities in becoming an end to end solution provider and hence needs to extend its gamut of offerings.
Your Board of Directors considers from time to time proposals for diversification into newer range of business areas which would be beneficial and conducive to the growth of business of the Company. Accordingly, the Board of Directors of the Company at its Meeting held on 3" November, 2023 had approved subject to the approval of shareholders and such other approvals as may be necessary, alteration of the Object Clause in the Memorandum of Association (MOA) of the Company so as to include additional new range of objects to enable it to consider new projects and business activities. Therefore, the 'Main Object' clause of the MOA is proposed to be amended by appending the aforesaid sub-clauses (38), (39), (40), (41) and (42) after the existing sub-clause (37) of clause 3 of the MoA.
The draft Copy of the MOA (with proposed amendment) is available for inspection at the Registered Office during business hours on all working days upto the last date for voting. The Special Resolution passed by postal ballot shall be filed with the Registrar of the Companies, West Bengal who shall register the alteration of the MoA with respect to the objects of the Company and certify the registration.
The proposed change in object clause requires approval of Members through Special Resolution pursuant to the provisions of Section 13 of The Companies Act, 2013.
The Board has recommended approval of the resolution as set out in the accompanying Notice as a special resolution. In light of the above facts, the approval of the Members is sought through remote e-voting via postal ballot for effecting the alteration in the existing Object Clause of the MoA of the Company as stated above.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.
Registered Office : Trinity Plaza, 3rd Floor, 84/1A, Topsia Road (South) Kolkata- 700046. Date: November 03, 2023 Place: Kolkata CIN : L36900WB1952PLC020274
By Order of the Board U. Chakravarty General Manager (Finance) and Company Secretary FCS- 5127