EGM Notice of MSEI

Document Summary

The Metropolitan Stock Exchange of India Limited (MSE) will hold its 16th Annual General Meeting (AGM) on Thursday, December 19th, 2024, at 2:00 p.m. (IST) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

Ordinary Business

1. Adoption of Financial Statements: The AGM will receive, consider, and adopt the audited financial statements, including consolidated statements, for the fiscal year ending March 31, 2024, along with the reports from the Board of Directors and Auditors.
2. Re-Appointment of Non-Independent Director: Mr. Manoj Kunkalienkar (DIN: 00019200), a Non-Independent Director, will retire by rotation and, being eligible, offers himself for re-appointment, subject to SEBI approval.
3. Appointment of Auditors: A resolution will be considered to appoint M/s. R Kabra & Co LLP, Chartered Accountants (FRN: 104502W/W100721), as the Statutory Auditors for five years, concluding at the 21st AGM. Remuneration will be mutually agreed upon by the Board and Auditors, covering expenses and taxes.

Special Business

1. Appointment of Independent Director: Mr. Ashok Kumar Dogra (DIN: 07074297) is proposed as an Independent Director and Public Interest Director, effective January 16, 2024, for three years (until January 15, 2027), not subject to retirement by rotation. This is based on the Nomination and Remuneration Committee's recommendation, Board approval on January 16, 2024, compliance with Section 149 and 152 of the Companies Act, 2013, and SEBI approval dated January 8, 2024. He meets the criteria for independence under Section 149(6) of the Act and has submitted a declaration to that effect.

Any Director, Managing Director, CEO, CFO, Chief Regulatory Officer & Compliance Officer, and Head-Legal & Company Secretary are authorized to take necessary steps to give effect to the resolutions.

Additional Notes:

• An Explanatory Statement under Section 102(1) of the Companies Act, 2013, is annexed with details as per SEBI regulations.
• Documents are available for electronic inspection via email request to secretarial@msei.in.
• Physical attendance is not required due to the COVID-19 pandemic; the AGM will be held via VC/OAVM.
• Proxies are not allowed, but corporate bodies can appoint authorized representatives.
• VC/OAVM participation is limited to 1000 members on a first-come, first-served basis, excluding major shareholders, promoters, institutional investors, directors, key personnel, and committee chairs.
• Attendance via VC/OAVM counts towards quorum under Section 103 of the Companies Act, 2013.
• Remote e-voting is available under Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI Regulations, 2015, facilitated by National Securities Depository Limited (NSDL).
• The deemed venue is the Registered Office: 205(A), 2nd Floor, Piramal Agastya Corporate Park, Kamani Junction, L.B.S Road, Kurla (West), Mumbai - 400070.
• The Notice and Annual Report are available on www.msei.in and www.evoting.nsdl.com.
• Corporate/Institutional members must send a scanned copy of their Board resolution/authorization authorizing their representative to attend and vote through e-voting to ramakant.kini@sterlingassociates.in and/or evoting@nsdl.co.in.
• Securities of the Exchange are held in Demat mode, and transfers are only permitted in Demat mode since April 1, 2019.
• Members are requested to register/update their email addresses with their DP.
• SEBI mandates PAN submission for all securities market participants.
• Nomination facilities are available for members.
• M/s T. R. Chadha & Co. LLP's term as Statutory Auditors ends at this AGM, leading to the proposed appointment of M/s R Kabra & Co LLP.
• The Board approved the appointment of M/s R Kabra & Co LLP on June 19, 2024, subject to shareholder approval, for FY 2024-25 to FY 2029-30.
• The Registers of Directors/Key Personnel and Contracts will be electronically available for inspection on the AGM date from 3:00 PM until the meeting's conclusion.
• The term "Members" refers to Shareholders of Metropolitan Stock Exchange of India Limited.
• The company's and subsidiary's audited accounts are on www.msei.in.
• Shareholders can attend through VC/OAVM using e-voting login credentials, joining 15 minutes before the meeting.
• The participation facility via VC/OAVM is for 1000 members on a first-come, first-served basis, excluding major shareholders.
• Members will be provided a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
• Members are requested to join the Meeting through Laptops for better experience and will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting. Participants using mobile devices/tablets or laptops via mobile hotspots may experience audio/video issues.
• NSDL Helpdesk can be contacted for technical issues at evoting@nsdl.co.in or at 1800-21-09911 and 022-4886 7000.
• Shareholders can register as speakers from December 16, 2024 (9:00 AM) to December 18, 2024 (5:00 PM) by sending queries with their name, DP Id/Client Id/Folio Number, and mobile number to secretarial@msei.in, to enable smooth conduct of Meeting.
• Members whose names are in the Register of Members/Beneficial Owners as of December 12, 2024, are entitled to attend and vote.
• The remote e-voting period is December 16, 2024 (9:00 AM IST) to December 18, 2024 (5:00 PM IST); e-voting will be disabled afterward.
• Members can cast their vote electronically, with voting rights proportional to their share in paid-up equity capital as of December 12, 2024.
• The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
• Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting.

Accessing the NSDL e-Voting System:

• Existing IDeAS users can visit the e-Services website of NSDL. New users can register online.

Details of Director Seeking Appointment

• Mr. Manoj Kunkalienkar: Non-Independent Director, DIN: 00019200, first appointed January 16, 2024, born August 08, 1959. IIT Bombay graduate, specializes in application system performance consulting. He has attended 2 board meetings.
• Mr. Ashok Kumar Dogra: Public Interest Director, DIN: 07074297, first appointed January 16, 2024, born May 23, 1962. Retired Director from the Department of Financial Services, Ministry of Finance, Govt. of India, with over 34 years of experience. He has attended 2 board meetings. Both Directors received sitting fees as permitted under the Companies Act, 2013. Other Details for the AGM:
• Cut-off date for e-Voting: Thursday, December 12, 2024.
• Deadline for updating Email ID & other details: Before December 12, 2024.
• Remote e-Voting period: December 16, 2024 (9:00 AM) to December 18, 2024 (5:00 PM).
• In case of shares 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 secretarial@msei.in .
• 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 (secretarial@msei.in).
• Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (secretarial@msei.in). The same will be replied by the company suitably.
• Speaker Registration/Post queries - refer point no. 22
• Mr. Ramakant Kini, (Enrol.no. MAH/2538/2006) Partner, Sterling Associates, has been appointed as the Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair and transparent manner.
• The registered office is at 205(A), 2nd Floor, Piramal Agastya Corporate Park, Kamani Junction, LBS Road, Kurla (West), Mumbai – 400070, Maharashtra, India.

Durgesh Kadam, Head - Legal & Company Secretary, provided the notice. Membership no. F8496.