Event Date: N/A
Notice is hereby given that Studds Accessories Limited will hold an Extra-Ordinary General Meeting (EGM) on Tuesday, December 17, 2024, at 4:00 P.M. (IST) via Video Conferencing or Other Audio-Visual Means (OAVM) to transact the following special business:
1. Appointment of Ms. Deepshikha Singla as a Non-Executive & Independent Director:
A special resolution will be considered to appoint Ms. Deepshikha Singla (DIN: 10805209) as a Non-Executive & Independent Director for a term of five consecutive years, effective from November 15, 2024, to November 14, 2029, not subject to retirement by rotation. This appointment is based on compliance with Sections 149, 150, 152 of the Companies Act, 2013, SEBI Listing Regulations, and the Articles of Association and Nomination and Remuneration Policy of the Company. Ms. Singla was appointed as an Additional Director on November 15, 2024, and has the relevant expertise and experience, is not disqualified under Section 164(2) of the Act, and meets the criteria for independent directors under Section 149(6). Members' consent is sought following a notice received under Section 160(1) of the Act. The Board is authorized to take all necessary steps to give effect to this resolution. Ms. Singla holds an MBA in Finance and Marketing from IIT Roorkee, has over two decades of experience in strategic transformation, and holds valid registration under the Independent Director's Database. She is not related to any other Director/KMP of the company.
2. Appointment of Mr. Shishira Rudrappa as a Non-Executive & Independent Director:
A special resolution will be considered to appoint Mr. Shishira Rudrappa (DIN: 01146470) as a Non-Executive & Independent Director for a term of five consecutive years, effective from November 15, 2024, to November 14, 2029, not subject to retirement by rotation. This appointment is based on compliance with Sections 149, 150, 152 of the Companies Act, 2013, SEBI Listing Regulations, and the Articles of Association and Nomination and Remuneration Policy of the Company. Mr. Rudrappa was appointed as an Additional Director on November 15, 2024, has relevant expertise and experience, is not disqualified under Section 164(2) of the Act, and meets the criteria for independent directors under Section 149(6). Members' consent is sought following a notice received under Section 160(1) of the Act. The Board is authorized to take all necessary steps to give effect to this resolution. Mr. Rudrappa holds a Masters in Law from George Washington University, is a Partner at Spire Consulting, and is Founder & Managing Trustee of IDIA Charitable Trust. He is not related to any other Director/KMP of the company.
3. Foreign Investment Limits for Non-Resident Indians and Overseas Citizens of India:
A special resolution will be considered to increase the limit of investment by Overseas Citizens of India from 10% to 24% of the paid-up equity share capital of the Company on a fully diluted basis, aligning with the Foreign Exchange Management Act, 1999 (“FEMA"), Foreign Exchange Management (Non-debt Instruments) Rules, 2019, and Consolidated Foreign Direct Investment Policy Circular of 2020. The shareholding of each NRI or OCI in the Company shall not exceed 5% of the total paid-up equity share capital. The Board is authorized to take necessary steps to effect this resolution, subject to RBI guidelines and other approvals.
4. Issuance of Bonus Shares to Shareholders of the Company:
An ordinary resolution will be considered to issue bonus shares to shareholders in the proportion of 1:1 (one new equity share for every one existing equity share), capitalizing a sum of ₹9,83,83,500 from free reserves (retained earnings) to issue 1,96,76,700 equity shares of ₹5 each. The new shares will rank pari passu with existing shares and be entitled to participate in dividends declared after allotment. The Board will determine the "Record Date" for eligibility. The issue and allotment of bonus shares to NRIs, OCIs, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs), and Foreign Institutional Investors (Flls) are subject to RBI approval.
5. Re-Appointment of Mr. Madhu Bhushan Khurana as Chairman and Managing Director of the Company:
A special resolution will be considered to re-appoint Mr. Madhu Bhushan Khurana (DIN:00172770) as Chairman and Managing Director for a further term of 5 consecutive years, from October 1, 2025, to September 30, 2030. Khurana is 76 years old. The terms and conditions of the reappointment, including remuneration, are described in the explanatory statement and are based on the Nomination and Remuneration Committee's recommendations. The remuneration shall not exceed 5% of the Net Profits of the Company. Mr. Khurana’s current salary is INR 5,00,000 per month. Also includes special allowances and perquisites like travel concession, medical reimbursements, motor car, etc. The Board is authorized to modify the terms and conditions within the limits specified in Section 197 read with Schedule V of the Act. Mr. Khurana holds 9867780 Equity Shares of Rs. 5.
Notes:
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