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HARSHIL AGROTECH LIMITED — Proxy Solicitation & Information Statement 2021
Aug 12, 2021
59446_rns_2021-08-12_32793159-7eae-4c38-baf4-ec73563a99c8.pdf
Proxy Solicitation & Information Statement
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: MIRCH TECHNOLOGIES (INDIA) LIMITED
'Aurus Chambers'. 8 Wing, 701, 7th Floor, S.S. Amrutwar Marg, Worli, Mumbai - 400 013 Tel ; Off: +91-22-3246 9466 + Telefax : «91-22-2490 9003 » Email : uvwtskl @ gmail com
To, Dated: 12° August, 2021 The Manager, Listing Compliance Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
Security Code: 505336
Sub: Intimation Regarding 48" Annual General Meeting, Book Closure and E-voting Cut - off Dates.
Dear Sir/Madam,
With reference to above, we wish to inform you that the 48" Annual General Meeting of the Company is scheduled to be held on Monday, 06" day of September, 2021 at 11:30 a.m., at B-701, 7 Floor, Aurus Chambers, S. S. Amrutwar Marg, Worli, Mumbai — 400013. The Notice containing businesses to be transacted at the meeting is enclosed herewith.
The Register of Members and Share Transfer Book will remain closed from Friday, 03" September, 2021 to Monday, 06" September, 2021 (both days inclusive).
As per Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote(s) on all the resolutions set forth in the notice by electronic means ("e-voting"). The instructions for evoting are mentioned in the Notice attached.
Further, we hereby inform that the Company has fixed Monday, 30' August, 2021 as cut-off date for the purpose of remote e-voting, ascertaining the names of Shareholders holding shares either in physical form or in the register of beneficial owners maintained by the depositories who are entitled to cast their votes electronically.
The remote e-voting shall commence on Thursday, 024 September, 2021 at 10:00 a.m. and ends on Sunday, 05'" September, 2021 at 05:00 p.m.
This is for your kind information and record.
Thanking you, Yours faithfully,
For Mirch Technologies (India) Limited
Ushadevi Ladha Managing Director

Notice
Notice is hereby given that the 48" Annual General Meeting of the Company will be held on Monday, 06" September, 2021 at the Registered office of the Company at B -701,7" Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai — 400013, at 11:30 a.m. to transact the following business:
ORDINARY BUSINESS:
- To receive, consider and adopt the Standalone Audited Balance Sheet as at 31° March, 2021 and the Statement of Profit and Loss for the year ended on 31°' March, 2021 along with Directors' Report and Auditors' Report thereon and in this regard to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT the standalone audited financial statements of the Company for the financial year ended on March 31, 2021 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."
- To appoint a Director in place of Shri Kumar Sambhaw Ladha (DIN 00478616) who is liable to retire by rotation at this meeting and being eligible offered himself for re-appointment and in this regard to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Kumar Sambhaw Ladha (DIN 00478616), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."
SPECIAL BUSINESS:
- To ratify the appointment of Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company and in this regard to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, and as per the recommendation of Nomination & Remuneration Committee and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification (Ss) or re-enactment thereof for the time being in the force), read with Schedule V to the Companies Act, 2013 and the Articles of Association of the company, consent of the members of the company be and is hereby accorded to the appointment of Smt. Ushadevi Ladha (DIN 06964508) aged 76 years as the Managing Director and the Chairperson of the Company for a tenure of 5 years with effect from November 13, 2020 till November 12, 2025.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 and as per the recommendation of Nomination & Remuneration Committee and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory
modification (Ss) or re-enactment thereof for the time being in the force), read with Schedule V to the Companies Act, 2013 and the Articles of Association of the company, consent of the members of the company be and is hereby accorded to the payment of remuneration and perquisites and allowances as specified in schedule V of the Companies Act, 2013 to Smt. Ushadevi Ladha (DIN 06964508), the details of which are given in the explanatory statement annexed hereto.
RESOLVED FURTHER THAT, the Board of Directors of the Company or any Committee thereof be and is hereby authorized to do all such acts, deed and things as in its absolute discretion it may think necessary, expedient or desirable to settle any question or doubt that may arise in relation to give effect to the forgoing resolution."
By Order of the Board of Directors For Mirch Technologies (India) Limited
Place: Mumbai Ushadevi Ladha Dated: 28" June, 2021 Managing Director
Sd/-
NOTES:
- A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
- Members are requested to bring their attendance slip along with their copy of Annual Report to the meeting.
- Relevant documents referred to in the accompanying Notice open for inspection by the members at the Registered office of the Company on all working days, except Saturday, during business hours up to the date of the meeting.
- Corporate members intending to send their Authorized Representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
- The Register of Members and Share Transfer Book of the Company will be closed from 03" September 2021 to 06" September, 2021 (both days inclusive).
- Members holding share in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / RTA.
-
- The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant with whom they are maintaining demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.
- Members holding shares in the single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form will be sent by RTA on request to the respective shareholders.
-
- Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to RTA, for consolidation into a single folio.
Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communication including Annual Reports, Notices, and Circulars etc. from the Company electronically.
-
- Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the RTA or the Company at its registered office address.
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- As per Ministry of Corporate Affairs' (MCA) Green initiative, all the members are requested to intimate their e-mail address to the Company's Registrar and Share Transfer Agent whose e-mail ID is [email protected] mentioning the Company's name i.e., Mirch Technologies (India) Limited, so as to enable the Company to send the Annual Reports and Accounts, notices and other documents through electronic mode to their e-mail address in the future.
12. Voting through Electronic means
In compliance with the provisions of Section 108 of the Companies Act, 2013 ("the Act") and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) the Company is pleased to provide members, facility to exercise their right to vote at 48" Annual General Meeting by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Facility for voting by way of polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting may exercise their voting right at the meeting by using polling paper. The members who have cast their vote(s) by using remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.
The instructions for e-voting are as under:-
- In case of members receiving e-mail:
- (i) Log on to the e-voting website www.evotingindia.com
- (ii) Click on "Shareholders" tab.
- (iii) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
- (iv) Next enter the Image Verification as displayed and Click on Login.
- (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and vote on an earlier voting of any company, then your existing password is to be used.
- (vi) Ifyou are a first time user follow the steps given below:
| For Members holding shares in Demat Form and Physical Form | |
|---|---|
| PAN* | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
| Members PAN Company/Depository who updated have their with the not e Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field. |
|
| Incase the folio number is less than 8 digits enter the applicable number of 0's e before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RAQ0000100 in the PAN field. |
|
| DOB# | Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mnvyyyy format. |
| Dividend Bank Details# |
Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. |
| Please enter the DOB or Dividend Bank Details in order to login. If the details are e not recorded with the depository or company please enter the number of shares held by you as on the cutoff date in the Dividend Bank details field. |
- (vii) After entering these details appropriately, click on "SUBMIT" tab.
- (viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members 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.
- (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (x) Click on the EVSN for the relevant on which you choose to vote.
-
(xi) 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 asdesired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.
-
(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xiii) 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.
- (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
- (xvi) If demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https ://www.evotingindia.co.in and register themselves as Corporate.
- e They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].
- e After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.
- e The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- e They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they hadeve issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.
- The voting period begins on 02" September, 2021 at 10.00 a.m. and ends on 05" September, 2021 at 5.00 p.m. during this period shareholders of the Company holding shares either in physical form or in
dematerialized form, as on the cut-off date i.e. on 30" August, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].
By Order of the Board of Directors For Mirch Technologies (India) Limited
Place: Mumbai Ushadevi Ladha Dated: 28" June, 2021 Managing Director
Sd/-
ROUTE MAP TO THE AGM VENUE


Landmark : Mahindra Tower, Worli — Mumbai Distance from Lower Parel Railway Station - 1 Km (approx) Distance From Worli- 2 Km (approx)
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013.
The following statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:
Item No. 3
Shri Shiv Kumar Ladha was the Managing Director (DIN: 00478534) of the Company, due to his sad demise on 01°' October, 2020 he cased to be the Managing Director of the Company. For the smooth and efficient running of Business and as per the recommendation of the Nomination and Remuneration Committee the Board of Directors has appointed Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company for the period of five years with effect from 13" November, 2020 till 12'" November, 2025. The appointment was subject to the approval of members of the Company.
The remuneration may be paid to her in accordance with the provision of the Companies act, 2013 read with schedule V of the Act.
Smt. Ushadevi Ladha has attained the age of 76 years, the board as per the advice of the Nomination and Remuneration Committee, recommends members' approval by way of passing the resolution as a Special Resolution.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.
By Order of the Board of Directors For Mirch Technologies (India) Limited
Place: Mumbai Ushadevi Ladha Dated: 28" June, 2021 Managing Director
Sd/-
Form No. MGT-11 Proxy form
Name of the company: Mirch Technologies (India) Limited Registered office: B -701, 7in Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013.
| Form No. MGT-11 Proxy form |
||
|---|---|---|
| Administration) Rules, 2014] | [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and | |
| L27290MH1972PLC016127 CIN: Name of the company: Mirch Technologies (India) Limited |
Registered office: B -701, 7in Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013. | |
| Name of the member (s): Registered address: |
||
| E-mail ld: Folio No/ Client Id: DP ID: |
||
| IMWe, being the member (s) of | . Shares of the above named company, hereby appoint | |
| 1. Name: Address: |
E-mail Id: | |
| Signature: | or failing hin/her | |
| 2. Name: Address: |
E-mail Id: | |
| Signature: | or failing hin/her | |
| 3. Name: Address: |
E-mail Id: | |
| Signature: | or failing hin/her |
| 2. Name: | E-mail Id: | |
|---|---|---|
| Address: | Signature: | or failing hin/her |
| 3. Name: Address: |
E-mail Id: | |
| Signature: | or failing hin/her |
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 48" Annual general meeting/ Extra-Ordinarygenerat meeting of the company, to be held on the Monday, September 06, 2021 at 11.30 a.m. at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
Ordinary Business
-
To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 2021 and the Statement of Profit and Loss for the year ended 31°' March, 2021 along with Directors' Report and Auditors' Report thereon.
-
To appoint a Director in place of Shri Kumar Sambhaw Ladha (DIN 00478616) who is liable to retire by rotation at this meeting and being eligible offered himself for re-appointment.
Special Business
- To ratify the appointment of Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company.
Signed this...... day of......... 2021. - Affix
Signature of shareholder Revenue
Signature of Proxy holder(s)
Stamp
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
ATTENDENCE SLIP
MIRCH TECHNOLOGIES (INDIA) LIMITED
B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013. CIN: L27290MH1972PLC016127
PLEASE FILL ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUE Joint Shareholders may use photocopy of this attendance Slip
Folio No. /DP ID*/Client ID*:
Number of shares held:
| certify that | am a member / proxy for the member of the Company.
| hereby record my presence at the 48" Annual General Meeting of the Company at the Registered Office at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 on Monday, September 06, 2021 at 11.30 a.m.
(In BLOCK letters) (In BLOCK letters)
Name of the Member / Proxy Signature of the Member / Proxy
Note: Shareholder/Proxy holder desiring to attend the meeting should bring this copy of the Annual Report for reference at the Meeting.
* Applicable for investors holding shares in electronics form.