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YASHO INDUSTRIES LIMITED — Proxy Solicitation & Information Statement 2025
Jun 26, 2025
61821_rns_2025-06-26_749df594-5bfc-4e2c-b1c1-b1b6528c392a.pdf
Proxy Solicitation & Information Statement
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Date: June 26, 2025
To, To, BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai– 400 001. Mumbai – 400 051. Scrip Code: 541167 Symbol: YASHO Dear Sir/Madam,
Subject : Notice of Postal Ballot.
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated June 19, 2025, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“e-voting”) for Re-appointment of Dr. Prakash Bhate (DIN: 08739162) as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years, commencing from May 19, 2025 to May 18, 2030 (both days inclusive).
In compliance with the various Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the Company is sending this Postal Ballot Notice only in electronic form to those members whose names appear on the register of members / register of beneficial owners, as on Friday, June 20, 2025 (“Cut-Off Date”), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.
The Company has engaged the services of National Securities Depository Limited (‘NSDL’) as the agency to provide remote e-voting facility to its Members.
The e-voting facility will be available during the following voting period:
| E-VOTING STARTS ON | E-VOTING ENDS ON |
|---|---|
| Sunday, June 29,2025,at 9:00 a.m.(IST) | Monday, July28,2025,at 5:00p.m.(IST) |
The Notice is also available on the Company's website at www.yashoindustries.com and on the website of NSDL at www.evoting.nsdl.com
This is for your information and records.
Thanking You, For Yasho Industries Limited Rupali Digitally signed by Rupali Sugriv Sugriv Verma Date: 2025.06.26 Verma 12:45:56 +05'30'
_________
Rupali Verma Company Secretary and Compliance Officer Membership No.: A42923
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 and 108 of the Companies Act, 2013 read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014, as amended]
| E-VOTING STARTS ON | E-VOTING ENDS ON |
|---|---|
| Sunday, June 29,2025,at 9:00 a.m.(IST) | Monday, July28,2025,at 5:00p.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, (‘the Act ’) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘ SS-2 ’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/conducting postal ballot process through e-voting vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and various subsequent circulars issued, read with Circular No. 9/2024 dated September 19, 2024 (collectively referred to as (‘ MCA Circulars ’), and Circular No. SEBI/HO/CFD/CFD-PoD2/P/ CIR/2024/133 dated October 3, 2024 issued by Securities and Exchange Board of India (‘ SEBI Circulars ’), the Resolution as set out hereunder is proposed for approval of the Members of Yasho Industries Limited (‘the Company ’), through postal ballot by way of remote electronic voting (‘ remote e-voting ’) process only.
The Explanatory Statement pursuant to Sections 102 and 110 and other applicable provisions of the Act, pertaining to the said Resolution setting out the material facts and the reasons/rationale thereof is annexed to this Notice.
In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice (‘ Notice ’) is being sent by the Company only through electronic mode to those Members whose email addresses are registered with the Company / Registrar and Transfer Agent (‘RTA’) / Depository Participants (DPs). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The process for registration of email address is appended in the Notes to this Notice.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The Company has engaged the services of the National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e- voting facility to its Members.
Members desiring to exercise their vote through the remote e-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 5:00 p.m. (IST) on Monday, July 28, 2025. The remote e-voting facility will be disabled by NSDL immediately thereafter and voting shall not be allowed beyond the said time and date.
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
The Board of Directors of the Company has appointed Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. After completion of scrutiny of the votes cast, the Scrutinizer will submit their report to the Chairman. The results of voting conducted through Postal Ballot (remote e-voting process) along with the Scrutinizer’s Report, shall be announced by the Chairman or such authorised person within the stipulated timelines. The Scrutinizer’s decision on the validity of votes cast will be final. The said results along with Scrutinizer’s Report will be displayed on the website of the Company at www.yashoindustries.com, the website of NSDL at www.evoting.nsdl.com and shall also be communicated to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE Limited (‘BSE’) and The National Stock Exchange of India Limited (‘NSE’). The results shall also be displayed on the Notice Board at the Registered Office of the Company. The Resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e., Monday, July 28, 2025.
SPECIAL BUSINESS:
1. Re-appointment of Dr. Prakash Bhate (DIN: 08739162) as an Independent Director 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 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Rules’) (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time and based on the recommendation of the Nomination and Remuneration Committee, Dr. Prakash Bhate (DIN: 08739162), who was appointed as an Independent Director at the 34[th] Annual General Meeting of the Company held on July 29, 2020 and who holds office up to May 18, 2025 and who is eligible for re- appointment and meets the criteria for independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing with effect from May 19, 2025 up to May 18, 2030 (both days inclusive).
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI Listing Regulations, approval be and is hereby given for continuation of Dr. Prakash Bhate, beyond October 7, 2028, as an Independent Director of the Company on account of his attaining the age of 75 years on the said date.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations, Dr. Prakash Bhate, be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits prescribed from time to time.
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other officer(s)/authorized representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”
By Order of the Board, Sd/-
Parag Vinod Jhaveri Managing Director and CEO DIN: 01257685
Registered Office: Office No.101/102 Peninsula Heights, CD Barfiwala Marg, Juhu Lane, Andheri (West), Mumbai - 400058 Email – [email protected]
Date: June 19, 2025 Place: Mumbai
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YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
NOTES:
-
The Explanatory Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’) and additional information as required under SS-2 on General Meetings with respect to Director seeking appointment and reappointment as Non-Executive Independent Director is annexed hereto and forms part of this Notice.
-
In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode only to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, June 20, 2025 (‘Cut-Off date’) and whose e-mail addresses are registered with the Company / Depositories / RTA. A person who is not a member on the cutoff date should treat this notice for information purposes only. Members holding shares in dematerialised mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (‘DP’). Members may note that this Notice will also be available on the Company’s website at www.yashoindustries.com, 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.
-
In accordance with the MCA Circulars, physical copies of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.
-
In compliance with provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations and the Secretarial Standards on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India on General Meetings, the Company is pleased to provide evoting facility to the Members to exercise their votes electronically. For this purpose, the Company has availed the service of National Securities Depository Limited (NSDL) for facilitating e-voting to enable the Members to cast their votes electronically.
-
The Voting rights of members will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, June 20, 2025 , being the cut-off date . Only those Members whose names are recorded in the Register of Members/List of Beneficial Owners as received from NSDL and CDSL as on the Cut-off date will be entitled to cast their votes. Shareholders whose email IDs are not registered, are requested to contact the Depository.
-
The Company is pleased to provide remote evoting 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. 11 of this Notice.
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The e-voting period commences on Sunday, June 29, 2025, at 9:00 a.m. (IST) and shall end on Monday, July 28, 2025, at 5:00 p.m. (IST) . During this period, Members of the Company holding shares as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
-
The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e., Monday, July 28, 2025. Further, the resolution passed through this postal ballot shall be deemed to have been passed by the members at a General Meeting.
-
The declared results along with the Report of the Scrutinizer shall be uploaded on the Stock Exchange viz. BSE Limited and National Stock Exchange of India Limited and also on the website of the Company i.e., www.yashoindustries.com and website of NSDL.
-
Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their request to [email protected] from their registered email addresses mentioning their name, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this Postal Ballot.
-
Instructions for Members for voting electronically are as under:
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
-
A) Login method for e Voting for Individual shareholders holding securities in demat mode
-
In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are - advised to update their mobile number and email Id in their demat accounts in order to access e Voting facility.
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Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
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Type of shareholders |
Login Method |
Login Method |
|
|---|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. 2. |
For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting serviceprovider i.e. NSDLandyou will be re- |
|
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
-
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
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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. 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.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders holding securities in demat mode with CDSL
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Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
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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.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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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. The system will authenticate the user
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
|
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details | |||
|---|---|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in NSDL helpdesk by sending a request at or call at 022 - 4886 7000 |
login can contact [email protected] |
||
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
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?
-
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.
-
Your User ID details are given below :
| 4. | electronically. Your User ID details aregiven below : |
||
|---|---|---|---|
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: | ||
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected];
CIN No: L74110MH1985PLC037900
| 5. 6. 7. 8. |
b) For Members who hold shares in demat account with CDSL. |
||
| 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 |
||
| 9. | Afteryou click on the “Login” button,Homepage of e-Votingwill open. |
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YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
-
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 M/s Dhrumil M. Shah & Co. LLP at [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.
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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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]
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YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
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 [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 [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.
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YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND ADDITIONAL INFORMATION AS PER SCHEDULE IV OF THE ACT AND SS-2 ISSUED BY ICSI
The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:
Item No. 1:
Dr. Prakash Bhate (DIN: 08739162) was appointed as an Independent Director by the Members of the Company at the 34[th] Annual General Meeting of the Company held on July 29, 2020, for a term of five years with effect from May 19, 2020, up to May 18, 2025.
As per Section 149 of the Act, an Independent Director may hold office for two terms of up to 5 (Five) consecutive years each. Therefore, he is proposed to be re-appointed for a second term of 5 (Five) Consecutive years as an Independent Director of the Company.
The Nomination and Remuneration Committee (“NRC”), after taking into account the performance evaluation of Dr. Prakash Bhate and considering the vast experience and significant contributions made by him during his tenure as an Independent Director, as well as the belief that his continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the NRC, vide its meeting held on May 02, 2025 has approved the reappointment of Dr. Prakash Bhate as an Independent Director of the Company for a second term of 5 (Five) Consecutive years commencing from May 19, 2025 until May 18, 2030, subject to the approval of the Members of the Company. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director. In terms of Regulation 17(1C)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company is required to obtain the approval of Members for reappointment of a Director at the next General Meeting or within a period of three months from the date of reappointment, whichever is earlier. Further, In accordance with the provisions of Section 149(10) of the Act and Regulation 25(2A) of SEBI Listing Regulations, re-appointment of Independent Director will be subject to the approval of Members by way of a special resolution. Furthermore, pursuant to Regulation 17(1A) of SEBI Listing Regulations, no listed entity shall appoint a person, reappoint or continue the directorship of any person who has attained the age of seventy-five years, unless a special resolution is passed to that effect. Dr. Prakash Bhate will attain the age of 75 years during the continuation of his second term i.e., on October 7, 2028. Accordingly, the prior approval of the Members of the Company is being sought by way of as special resolution for the same.
Dr. Prakash Bhate served as a Scientist, Research head, Planning and General Manager and Professor in several Institute. In a career spanning 35+ years, he held several senior and responsible positions as Professor in Dyestuff Technology, Department of Dyestuff Technology, Institute of Chemical Technology, Mumbai, General Manager – R&D (Chemicals) Taloja, Vice President – Research and General Manager – R&D, BI Division, Scientist, Alchemie Research Centre, Thane, Maharashtra
The Company has received from Dr. Prakash Bhate
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(i) Consent to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (‘Rules’);
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(ii) Intimation in Form DIR-8 in terms of the Rules to the effect that he is not disqualified under the provisions of Section 164(2) of the Act;
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
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(iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’);
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(iv) Confirmation in terms of Regulation 25(8) of the SEBI Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge his duties and
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(v) Declaration pursuant to BSE Limited Circular No. LIST/COMP/14/2018-19 and National Stock Exchange of India Limited Circular No. NSE/ML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any order passed by Securities and Exchange Board of India or any other such authority.
Dr. Prakash Bhate has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Rules, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, Dr. Prakash Bhate fulfils the conditions specified under the Act read with Rules thereunder and the SEBI Listing Regulations for his appointment as Independent NonExecutive Director of the Company and is independent of the Management. Having regard to the qualifications, skill, experience, capabilities and knowledge, the Board considers that his association would be of immense benefit to the Company and hence, it is desirable to re-appoint him as an Independent Director.
The copy of draft letter of appointment setting out the terms and conditions of his appointment is available electronically for inspection by the Members.
Additional information in respect of Dr. Prakash Bhate pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is provided in this Notice.
The Board recommends the Special Resolution at Item No. 1 of the accompanying Notice for approval by the Members of the Company.
Except Dr. Prakash Bhate, none of the Directors, Key Managerial Personnel (‘KMP’) of the Company or their respective relatives are, in any way, concerned or interested in the Resolution mentioned at Item No. 1 of the accompanying Notice.
Dr. Prakash Bhate is not related to any Director or KMP of the Company.
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YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900
Details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by the Institute of Company Secretaries of India are as under:-
| Name of Director | Dr. Prakash Bhate | |
|---|---|---|
| DIN | 08739162 | |
| Date of birth and Age | October 07, 1953 (71 Years) |
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| Date of first appointment on the Board | May19,2020 | |
| Qualifications | Ph.D. (Organic Chemistry); B.Sc. (Tech.) (Dyes); B.Sc. (Hons) (Chemistry) |
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| Resume / Experience and Expertise in specific functional areas |
Please refer Explanatory Statement of this Notice | |
| Terms and conditions of appointment/ re appointment |
Re-appointment as an Independent Director for the second term commencing from May 19, 2025 up to May 18, 2030, not liable to retire byrotation. |
|
| In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
Please refer Explanatory Statement of this Notice | |
| Remuneration last drawn | The total amount paid as sitting fee and commission during FY 2024-25 is₹9.6 Lakhs. |
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| Remunerationproposed to bepaid | Eligible for sittingfees and commission as approved | |
| Number of Shares held in the Company | Nil | |
| Relationship between Directors inter se / Relationship with other Directors and other Key Managerial Personnel (KMP) of the Company |
He is not related to any of the Directors or Key Managerial Personnel of the Company. |
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| Number of Meetings of the Board attended during the FY 2024-25 |
7 (Seven) | |
| List of other Directorships held | Nil | |
| Listed companies from which Director has resigned in thepast 3years |
Nil | |
YASHO INDUSTRIES LIMITED
REGISTERED OFFICE: Office No. 101/102, Peninsula Heights, C.D Barfiwala Marg, Juhu lane, Andheri (West), Mumbai – 400058, India TEL: +91 22 62510100; FAX: +91 22 62510199; E-Mail: [email protected]; CIN No: L74110MH1985PLC037900