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MKVENTURES CAPITAL LIMITED — Proxy Solicitation & Information Statement 2021
Aug 24, 2021
62455_rns_2021-08-24_c3db9746-8833-4515-b6d7-de618b720339.pdf
Proxy Solicitation & Information Statement
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Regd. Off.: Raja Bahadur Compound, Building No. 5, 2nd Floor, 43 Tamarind Lane, Fort, Mumbai 400 001. © 4046 3500 / 01 * Fax : 4046 3502 + E-mail : [email protected] CIN No. : L17100MH1991PLC059848 » Website : www.ikabsecurities.com
Date: 24.08.2021
To The Deputy Manager (Listing - CRD) BSE Limited, PJ Tower Dalal Street, Fort Mumbai—400 001
Scrip code: 514238
Sub: Notice of 30 AGM scheduled to be held on 15.09.2021
Sir /Madam,
Pursuant to Section Reg. 30 of SEBI (LODR) Regulation, 2015, enclosed herewith Notice of 30" Annual General Meeting of the Company to be held on Wednesday, September 15, 2021 at 5:00 p.m. through video conference (VC) / other Audio Visual Means (OAVM).
The aforesaid Notice is also uploaded on website of the company att www.ikabsecurities.com
Kindly take the above information on record.
Thank you.
Yours truly, For Ikab Securities and Investment Limited
Abhishek Bagri Whole time Director
IKAB SECURITIES AND INVESTMENT LIMITED
CIN No.: L17100MH1991PLC059848
Regd. Office: Raja Bahadur Compound, Building No. 5, 43 Tamarind Lane, Mumbai – 400001 Tel No.: 022-4046 3500 Email: [email protected] Website: www.ikabsecurities.com
NOTICE
Notice is hereby given that the 30th Annual General Meeting of the Members of Ikab Securities and Investment Limited Company will be held on Wednesday, September 15, 2021 at 5:00 p.m. IST through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM') to transact the following business:
ORDINARY BUSINESS:
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To receive, consider and adopt the Audited Financial Statement of the Company for the year ended as at March 31, 2021 together with the Reports of the Board of Directors and the Auditor's thereon.
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To appoint a Director in place of Mr. Abhishek Bagri (DIN:00015897), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for reappointment.
SPECIAL BUSINESS:
- To consider, and if thought fit, to pass, the following Resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), as per the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and Board of Directors, the approval of the shareholders be and is hereby accorded for payment of remuneration to Mr. Anil Bagri, Director of the Company for the financial year 2020-21 including perquisites and allowance as applicable to other employees of the Company in terms of policy of the Company upto a sum of Rs. Seventy five Lakhs only as may be decided by the Board of Directors.
"RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby severally authorized to sign and execute documents /papers if any required in this regard and to do and perform all such acts, deeds and things as may be necessary in this regard."
- To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
"RESOLVED THAT in pursuance with the provision of Section 181 of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the Board of Directors to contribute to bonafide charitable and other funds, as they may decide from time to time provided that the aggregate amount of such contributions shall not exceed Rs. Seventy Lakhs in any financial year.
FURTHER RESOLOVED THAT the Board of the Directors be and are hereby authorized to decide and finalise the name of donee/s and amount of charity to be given and do all such acts, deeds and things as may be required to give effect to this resolution."
NOTES:
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- In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide its General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020 and April 13, 2020 and January 13, 2021 (collectively referred to as 'MCA Circulars') permitted holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC') facility or other audio visual means ('OAVM'), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India ('SEBI') vide its Circulars dated May 12, 2020 and January 15, 2021 ('SEBI Circulars') has also granted certain relaxations. In compliance with the provisions of the Companies Act, 2013 ('Act'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/OAVM on Wednesday, September15, 2021 at 5:00 p.m. The registered office of the Company shall be deemed to be the venue for the AGM.
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- The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and the relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking appointment/ reappointment as Director under Item No. 2 are annexed hereto.
- 3. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map for the AGM are not annexed to this Notice.
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- Institutional Members are encouraged to attend and vote at this AGM through VC/OAVM. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM or vote through remote evoting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to https://www.satellitecorporate.com and [email protected].
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- The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Shareholder and Transfer Committee, Auditors etc. who are allowed to attend the/AGM without restriction on account of first come first served basis. The Members will be able to view the
proceedings on Central Depository Services Limited's ('CDSL') e-voting website at www.cdslindia.com.
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- Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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- In compliance with the MCA Circular dated 5th May 2020 Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.ikabsecurities.com and website of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The Notice and Annual Report 2020-21 is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. https://www.cdslindia.com.
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- In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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- Register of Directors and Key Managerial Personnel and their Shareholding, and register of contracts or arrangement in which directors are interested will be available for inspection by the Members through email. The members are requested to send an email to [email protected] for the same.
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- Transfer of unpaid / unclaimed dividend etc. to the Investor Education and Protection Fund in terms of Section 124 of the Companies Act, 2013 is not applicable to the company.
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- Benefits of Dematerialization:
As per amended Regulation 40 of SEBI Listing Regulations securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition and relodged transfers of securities. Further, SEBI vide its notice dated September 7, 2020 and December 2, 2020 fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form.
- Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name and email address, etc., to their Depository Participants only and not to Company's Registrar and Transfer Agent. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records. Members holding shares in physical form are requested to intimate such changes to the Company's Registrar & Share Transfer Agents, Satellite Corporate Services Pvt. Ltd. SEBI has mandated the submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Satellite Corporate Services Pvt. Ltd.
Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to Satellite Corporate Services Pvt. Ltd., the details of such folios together with the
share certificates and self-attested copies of PAN card of the holders for consolidating their holding in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
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- As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form is enclosed herewith and is also available for download on the Company's website www.ikabsecurities.com. Members are requested to submit the said form to Satellite Corporate Services Pvt. Ltd. at [email protected] in case the shares are held in physical form and Members holding shares in electronic form are requested to contact their respective Depository Participants for the same.
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- At the 28th AGM held on 28/08/2019, the members approved appointment of M/s. A.V. Arolkar & Co., Chartered Accountants (FRN:100542W) as Statutory Auditors of the Company to hold office for a period of five consecutive years till the conclusion of the 33rd AGM to be held in the year 2024. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 30th AGM.
15. Registration of e-mail address permanently with Company / Depository Participant:
To support 'Green Initiative', Members who have not yet registered their e-mail addresses are requested to register the same with their concerned Depository Participants, in respect of electronic holding and with Company's Registrar & Share Transfer Agents, Satellite Corporate Services Pvt. Ltd., in respect of physical holding. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their Depository Participants/ Company's RTA to enable servicing of notices/documents/Annual Reports and other communications electronically to their e-mail address in future.
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- In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The facility of casting votes by a member using remote e-voting system before the Meeting as well as remote e-voting during the AGM will be provided by CDSL.
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- The remote e-voting period commences on Sunday, September 12, 2021 (9:00 a.m. IST) and ends on Tuesday, September 14, 2021 (5:00 p.m. IST).During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on cutoff date i.e.Wednesday , September 08 2021may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently. The voting rights of Members (for voting through remote e-voting before the AGM and e-Voting during the AGM) shall be in proportion to their shares held in the paid up equity share capital of the Company as on cut-off date i.e. Wednesday, September 08 2021.
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- Members will be provided with the facility for voting through electronic voting system during the VC/OAVM at the AGM and Members participating at the AGM, who have not already cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, will be
eligible to exercise their right to vote during such proceedings of the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM, but shall not be entitled to cast their vote again.
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- A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting before the AGM as well as remote e-voting during the AGM. Any person who is not a member as on the cut-off date should treat this Notice for information purposes only. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at helpdesk[email protected].
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- The Chairman shall, at the AGM, allow voting by use of remote e-voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes by availing the remote e-voting facility before the AGM. The remote e-voting module during the AGM shall be disabled by CDSL for voting 15 minutes after the conclusion of the Meeting.
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- Mr. J. U. Poojari (FCS: 8102) or failing him, Ms. Jigyasa N. Ved (FCS: 6488) of Parikh & Associates, Practicing Company Secretaries, have been appointed as the Scrutinizer to scrutinize the remote e-voting before and during the AGM, in a fair and transparent manner.
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- The Scrutinizer shall, immediately after the conclusion of remote e-voting at the AGM, first count the votes cast during the Meeting, thereafter unblock the votes cast through remote e-voting before the Meeting and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
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- The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.ikabsecurities.com and on the website of CDSL i.e. www.cdslindia.com immediately after the results are declared and the same shall be communicated to BSE Limited, where the shares of the Company are listed.
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- Subject to the receipt of requisite number of votes, the Resolutions forming part of the AGM Notice shall be deemed to be passed on the date of the AGM.
A. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:
- Members will be provided with a facility to attend the AGM through VC/OAVM or through the CDSL e-voting system and they may access the same at https://www.evotingindia.com under the Shareholders/members login by using their remote e-voting credentials where the EVEN of the Company will be displayed. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM.
Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush. Further, members can also use the OTP based login for logging into the e-voting system of CDSL.
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- Members may join the Meeting through Laptops, Smart phones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.
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- Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter to be placed at the 30th AGM from their registered e-mail address, mentioning their name, DP ID and Client ID number/folio number and mobile number to reach the Company's e-mail address at [email protected] on or before September 11, 2021. Such questions by the Members shall be suitably replied to by the Company.
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- Members who would like to express their views/ask questions as a speaker at the Meeting may preregister themselves by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] on or before September 11, 2021.Only those Members who have pre-registered themselves as a speaker will be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
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- Members who need assistance before or during the AGM, can contact on 022 28520461
B. INSTRUCTIONS FOR E-VOTING BEFORE / DURING THE AGM
INSTRUCTIONS FOR REMOTE E-VOTING BEFORE THE AGM ARE AS UNDER:
- (i) The voting period begins on Sunday, September 12, 2021 (9:00 a.m. IST) and ends on Tuesday, September 14, 2021 (5:00 p.m. IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on cut-off date i.e. Wednesday, September, 08 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
- (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
| Type of |
Login Method |
|---|---|
| shareholders | |
| Individual Shareholders holding securities in Demat mode with CDSL |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. |
| After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly. |
|
| If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration |
|
| 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 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. |
|
| Individual Shareholders holding securities in demat mode with NSDL |
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- |
| directed to e-Voting service provider website for casting your vote during the | |
|---|---|
| remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| If the user is not registered for IDeAS e-Services, option to register is available | |
| at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click |
|
| at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| Visit the e-Voting website of NSDL. Open web browser by typing the following | |
| URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a |
|
| mobile. Once the home page of e-Voting system is launched, click on the icon | |
| "Login" which is available under 'Shareholder/Member' section. A new screen | |
| will open. You will have to enter your User ID (i.e. your sixteen digit demat | |
| account number hold with NSDL), Password/OTP and a Verification Code as | |
| shown on the screen. After successful authentication, you will be redirected to | |
| NSDL Depository site wherein you can see e-Voting page. Click on company | |
| name or e-Voting service provider name and you will be redirected to e-Voting | |
| service provider website for casting your vote during the remote e-Voting period | |
| or joining virtual meeting & voting during the meeting | |
| Individual | You can also login using the login credentials of your demat account through |
| Shareholders (holding | your Depository Participant registered with NSDL/CDSL for e-Voting facility. |
| securities in demat |
After Successful login, you will be able to see e-Voting option. Once you click |
| mode) login through | on e-Voting option, you will be redirected to NSDL/CDSL Depository site after |
| their Depository |
successful authentication, wherein you can see e-Voting feature. Click on |
| Participants | company name or e-Voting service provider name and you will be redirected to |
| e-Voting service provider website for casting your vote during the remote e | |
| Voting period or joining virtual meeting & voting during the meeting. | |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43. |
| Individual Shareholders holding securities in Demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sendinga request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
- (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
- 1) The shareholders should log on to the e-voting website www.evotingindia.com.
- 2) Click on "Shareholders" module.
- 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
- 4) Next enter the Image Verification as displayed and Click on Login.
- 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
- 6) If you are a first-time user follow the steps given below:
| For Shareholders holding shares in Demat Form other than individual 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) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA |
| or contact Company/RTA. | |
| Dividend Bank Details OR Date of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v). |
- 7) After entering appropriate details, click on "SUBMIT" tab.
- 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- 10) Click on the EVSN for the relevant on which you choose to vote.
- 11) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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12) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
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13) 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.
- 14) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- 15) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
- 16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
17) Facility for Non – Individual Shareholders and Custodians –Remote Voting
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR E-VOTING DURING THE AGM ARE AS UNDER:
-
- The procedure for e-voting during the AGM is same as the instructions mentioned above for remote e-voting, since the Meeting is being held through VC/OAVM.
-
- Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting before the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
-
- For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] / [email protected] .
-
- For Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP)
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By Order of the Board For Ikab Securities and Investment Limited
Sd/- Ankita Phophaliya Company Secretary
Regd. Office Raja Bahadur Compound Bldg No. 5, 2nd Floor, Tamarind Lane, Fort Mumbai – 400 001
Date: 16.08.2021
ANNEXURE TO THE NOTICE
THE STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND THE INFORMATION REQUIRED AS PER REGULATION 36(3) OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETING (SS-2).
Item No. 2:
Details of Director seeking re-appointment at the ensuing Annual General Meeting:
| Name of the Director | Abhishek Bagri |
|---|---|
| Age | 43 years |
| DIN | 00015897 |
| Date of Birth | 27/07/1978 |
| Date of first appointment on the Board | 29/10/2007 |
| Qualifications | Bachelor of Arts (Economics) from Mumbai University |
| Expertise/Experience in specific |
Share Trading, Investments, Funds |
| functional area | Management and Operations Management. |
| Number of Meetings of the Board attended during the year |
06 |
| Directorships in other companies | 1. Emerging Equities Private Limited |
| Memberships of Committees in other | NIL |
| companies (Includes only Audit & |
|
| Stakeholders Relationship Committees) | |
| No. of shares held in the Company | NIL |
| Relationship between directors inter-se | Mr. Indra Kumar Bagri, Director (Father) & |
| and the KMPs | Mr. Anil Bagri, Director (Brother) |
| Terms and Conditions of appointment | N.A |
Item No. 3:
Mr. Anil Bagri, promoter Director was the Managing Director of the Company from July 2012 and he resigned from the post of Managing Director in January, 2019 and continued to be Director of the Company. However, he continued to provide his management expertise towards the business operations of the company. The Company has a standard remuneration policy comprising of Gratuity and ex-gratia payments for long-standing employees. At the time of his retirement the company had not paid Mr. Anil Bagri based on the company's standard policy applicable to all employees. Having regard to his contribution for the growth of the company, the Board of Directors on the recommendation of Nomination and Remuneration Committee and Audit Committee, approved the payment of remuneration not exceeding Rs. 75,00,000/- for the financial year 2020-21 including perquisites/allowance, gratuity/ex-gratia in terms of Company's Retirement Benefit policy.
Accordingly, the Ordinary Resolution for payment of aforesaid remuneration is being proposed for the approval of the members under Section 188 of the Companies Act, 2013 read with rules made thereunder at item No. 3 of the accompanying Notice.
The above particulars of the contracts/transactions are pursuant to para 3 of Explanation (1) to Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. The memorandum of terms and conditions of the transactions entered into with Mr. Anil Bagri is available for inspection by the members.
The related parties shall abstain from voting on this resolution.
Mr. Anil Bagri is concerned or interested in the said Resolution as it relates to payment of remuneration to him. Mr. Indra Kumar Bagri (Father) and Mr. Abhishek Bagri (Brother) being relatives of Mr. Anil Bagri are also deemed to be interested or concerned in the said resolution. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in this resolution.
The Board of Directors recommends the passing of ordinary resolution set forth in the Notice for the approval of members.
Item No. 4:
Pursuant to Section 181 of the Companies Act, 2013, prior approval of the members of the Company shall be required for contribution to bonafide charitable and other funds in case any amount the aggregate of which, in any financial year, exceed five percent of its average net profits for the three immediately preceding financial years. The approval of the Members of the Company is being sought, by way of Ordinary Resolution at item no. 4 of the accompanying Notice pursuant to Section 181 of the Act, authorizing the Board of Directors of the Company to make contributions to bona fide charitable and other funds upto an amount of Rs. seventy lakhs in any financial year as the Board of Directors may decide from time to time.
The Board of directors recommends passing of the resolution.
None of the Director, Key Managerial Personnel or their respective relatives is interested or concerned, financially or otherwise, in the resolution.
By Order of the Board For Ikab Securities and Investment Limited
sd/-
Ankita Phophaliya Company Secretary
Regd.Office Raja Bahadur Compound Bldg No. 5, 2nd Floor, Tamarind Lane, Mumbai – 400 001
Date: 16.08.2021