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VISTAR AMAR LIMITED NOTICE OF ANNUAL GENERAL MEETING 1. In terms of the MCA and SEBI Circulars,...

Posted: 28 Nov 2024

VISTAR AMAR LIMITED NOTICE OF ANNUAL GENERAL MEETING 1. In terms of the MCA and SEBI Circulars, physical attendance of the Members to the AGM venue is not required and General Meeting be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. 2. In terms of the MCA and SEBI Circulars, the Annual General Meeting is conducted through VC/OAVM, and since physical attendance of Member is dispensed with, there is no requirement of appointment of proxies. Therefore, the facility for appointment of Proxy by the Members is not available for this AGM and hence Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. Members attending through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. 3. In accordance with the Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”), read with clarification/ guidance note on applicability of Secretarial Standards – 2, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be deemed to be the venue of the AGM. 4. 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 Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 5. The Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013. 6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and relevant MCA Circulars and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has taken services of Purva Sharegistry (India) Private Limited (Purva) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by Purva. 7. Members holding shares in dematerialized mode are requested to intimate immediately all changes pertaining to their email address, Bank Mandates, nomination, power of attorney, change of address/ name etc. to their Depository Participants and not to the Company or its Registrar and Share Transfer Agent. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records. 8. The Company’s Registrar and Share Transfer Agent for its Share Registry Work (physical and electronic) is Purva Sharegistry (India) Private Limited (Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg, Lower Parel East, Mumbai – 400011 Maharashtra) 9. Members can avail of the nomination facility by filing Form SH-13, as prescribed under Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, with the Company. 10. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 and various circulars issued by the Company from time to time. 11. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/ Authorization etc., authorizing its representative to attend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Company by email through its registered email address, to roc.shubhra@gmail.com with a copy marked to evoting@purvashare.com. 12. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice for information. 13 The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act VISTAR AMAR LIMITED 3 ANNUAL REPORT F.Y.2023-24 will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be be available for electronic inspection without any fee by the members between 11:00 A.M. (IST) to 1:00 P.M. (IST) on any working day, from the date of circulation of this Notice up to the date of AGM, i.e. 20th Septmeber, 2024. Members seeking to inspect such documents can send an email to roc.shubhra@gmail.com. 14. Topreventfraudulenttransactions,membersareadvisedtoexerciseduediligenceandnotifyany changeinaddressordemiseof any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statementofholdingsshouldbeobtainedfromtheconcernedDepositoryParticipantandholdingsshouldbeverified. 15. As mandated by SEBI, effective April 01, 2019 except in case of transmission or transposition of securities, requests for effectingtransferof securities shallnotbeprocessedunless thesecuritiesareheldindematerialized mode withadepository. Accordingly,theMembersoftheCompanywererequestedtoopenademataccountandsubmitphysicalsecuritiestotheirDPs. 16. As required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) the relevant details of Directors retiring by rotation and/ or seeking appointment / re- appointment at the ensuing Annual General Meeting are given in the annexure to the notice of the Annual General Meeting. 17. The Company has notified closure of Register of Members and Share Transfer Books from Saturday 14th September, 2024 to Friday 20th September, 2024 (both days inclusive). 18. Members seeking any information/ desirous of asking any questions at the Meeting with regard to the accounts or any matter to be placed at the Meeting are requested to send email to the Company at roc.shubhra@gmail.com at least 7 days before the Meeting i.e. upto 13th September, 2024 (05:00 p.m. IST) mentioning their name, demat account number/folio number, email id, mobile number. The same will be replied by the Company suitably. 19. Non-Resident Indian Members are requested to inform RTAimmediately of: (a) Change in their residential status on return to India for permanent settlement. (b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPYOF ANNUAL REPORT: