AGM of Lava International Limited

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Document Summary

The document is a notice for the Fourteenth Annual General Meeting (AGM) of Lava International Limited, scheduled for Wednesday, August 14, 2024, at 12:00 P.M. (IST) via video conferencing/other audio-visual means ("VC/OAVM"). The notice outlines the agenda for the meeting, including both ordinary and special business items.

Ordinary Business:

Item 1: Adoption of Financial Statements: Consideration and adoption of the audited standalone and consolidated financial statements of the company for the financial year ended March 31, 2023, along with the reports of the Board of Directors and Auditors.
Item 2: Re-appointment of Mr. Shailendra Nath Rai (DIN: 00908417) as director liable to retire by rotation: Appointment of Mr. Shailendra Nath Rai, who is retiring by rotation, and being eligible, offers himself for re-appointment.
Item 3: Re-appointment of Mr. Sunil Bhalla (DIN: 00980040) as director liable to retire by rotation: Appointment of Mr. Sunil Bhalla, who retires by rotation and, being eligible, offers himself for re-appointment.
Item 4: Appointment of M/s Raj Gupta & Co. Chartered Accountants (FRN: 00203N) as statutory auditors of the company and to fix their remuneration: Appointment of M/s Raj Gupta & Co. as Statutory Auditors for five years commencing from the conclusion of this AGM until the conclusion of the 19th AGM, to be held for the financial year ending March 31, 2028, at a remuneration to be decided by the Board of Directors. The resolution also authorizes any Director and the Company Secretary to do all necessary acts to effect this resolution.

Special Business:

Item 5: Ratification of Remuneration of Cost Auditors of the Company for the financial year 2023-24: Ratification of the remuneration of ₹50,000 plus applicable taxes and expenses payable to M/s MM & Associates, Cost Accountants (Registration No. 000454), for conducting the audit of cost records for the financial year 2023-24. The Board is authorized to take all necessary steps to implement this resolution.
Item 6: Appointment of Mr. Sanjeev Agarwal (DIN: 07110183) as a Whole Time Director: Appointment of Mr. Sanjeev Agarwal as a Whole Time Director for a period of 3 years, effective from February 1, 2024, with a remuneration of up to Rs. 2,25,00,000 per annum, with provisions for perquisites, allowances, and reimbursement of expenses. His remuneration may be varied/altered by the Board of Directors on the recommendations of Nomination, Remuneration and Compensation Committee. Further, the board is authorized to take necessary steps to implement the resolution.
Item 7: Appointment of Mr. Anupam Shrivastava (DIN: 06590535) as an Independent Director: Appointment of Mr. Anupam Shrivastava as an Additional Non-Executive Independent Director for a period of 3 (three) years till 25th March 2027.
Item 8: Appointment of Mr. Ajay Kumar Singh (DIN: 07698288) as an Independent Director: Appointment of Mr. Ajay Kumar Singh as an Additional Non-Executive Independent Director for a period of 3 (three) years till 15th April 2027.
Item 9: Appointment of Ms. Deepika Gupta (DIN: 08850031) as Non-Executive Director: Appointment of Ms. Deepika Gupta as an Additional Non-Executive Director with effect from May 20, 2024, and liable to retire by rotation.

Other Important Information:

The AGM is being held through VC/OAVM due to MCA circulars, and physical presence of members is dispensed with. Therefore, proxy appointments are not applicable.
Institutional Investors are encouraged to attend and vote through VC/OAVM.
Attendance of members through VC/OAVM will be counted for quorum.
The AGM Notice and Annual Report for FY 2022-23 are available on the company's website (www.lavamobiles.com) and Link Intime India Private Limited's website (https://linkintime.co.in/).
Members are requested to update their contact details with their DP or RTA.
The cut-off date for determining voting rights is August 7, 2024.
Remote e-voting will be available from Sunday, August 11, 2024, at 9:00 a.m. until Tuesday, August 13, 2024, at 5:00 p.m.
The Board has appointed Mr. Sanjay Kumar as the Scrutinizer for the voting process.
Members who have not cast their vote through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.
Members can submit questions in advance by August 11, 2024, to Compliance1@lavainternational.in.
Guidelines are provided for joining the meeting through VC/OAVM.
Instructions for attending the General Meeting through InstaMeet, including registration process and voting instructions, are detailed.
Login methods for Individual shareholders holding securities in demat mode are provided for NSDL and CDSL.
Instructions for Institutional shareholders are outlined, including registration steps and investor mapping.

Explanatory statements pursuant to Section 102 of the Companies Act, 2013 are provided for special business items outlining the rationale, details, and interests of directors. These include: the appointment of cost auditors, the appointment of Mr. Sanjeev Agarwal as a Whole Time Director, and the appointments of Mr. Anupam Shrivastava, Mr. Ajay Kumar Singh and Ms. Deepika Gupta as Independent Directors. The remuneration and qualifications of the appointees are also detailed, with necessary disclosures regarding their relationships with the company and other directorships.

Details of directors retiring by rotation and seeking re-appointment, Mr. Shailendra Nath Rai and Mr. Sunil Bhalla, are also provided, including their qualifications, experience, directorships in other companies, shareholding, and remuneration.

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