WEBVTT 1 00:00:00.350 --> 00:00:01.060 iPhone: Oh, my! 2 00:00:02.570 --> 00:00:03.330 Amit Rakhecha: Okay. 3 00:00:04.100 --> 00:00:06.030 Amit Rakhecha: good evening, everyone. 4 00:00:06.670 --> 00:00:09.150 Amit Rakhecha: Am I audible? Clear to everyone? 5 00:00:09.150 --> 00:00:09.740 pushpy muricken: Yeah, yeah. 6 00:00:09.740 --> 00:00:11.589 Shany Jalal: Yes. Yes. Yes. Good evening. 7 00:00:11.800 --> 00:00:12.720 Service Care: It's clear. 8 00:00:15.330 --> 00:00:18.380 Amit Rakhecha: So, with everyone's permission, I'll start the board meeting. 9 00:00:18.380 --> 00:00:18.710 iPhone: Yeah. 10 00:00:18.710 --> 00:00:19.330 pushpy muricken: Yeah. 11 00:00:27.130 --> 00:00:28.400 Amit Rakhecha: Screen. Visible 12 00:00:28.700 --> 00:00:29.280 Amit Rakhecha: yes. 13 00:00:29.280 --> 00:00:30.059 iPhone: This is what it is. 14 00:00:30.200 --> 00:00:31.010 iPhone: Yes. 15 00:00:32.462 --> 00:00:33.940 Amit Rakhecha: So welcome everyone. 16 00:00:34.720 --> 00:00:40.707 Amit Rakhecha: And as the protocol, we 1st need to elect the chairman of the meeting and on rotation basis. 17 00:00:41.150 --> 00:00:43.999 Amit Rakhecha: I think it should be. Push me, but I think she may find it difficult. 18 00:00:44.000 --> 00:00:46.120 pushpy muricken: Yeah, that is what again, someone else. 19 00:00:46.120 --> 00:00:49.560 iPhone: Because last time I was there, let's keep Ajay ajay. 20 00:00:49.560 --> 00:00:50.310 pushpy muricken: Sarah. 21 00:00:50.630 --> 00:00:51.390 Amit Rakhecha: Yeah. 22 00:00:53.640 --> 00:00:57.519 Amit Rakhecha: So, Ajay, would it be possible for you to take this forward. 23 00:00:57.520 --> 00:00:59.680 Ajay Kumar Bantia: Sure, with the permission of everyone. 24 00:00:59.680 --> 00:01:00.620 Amit Rakhecha: Perfect. Thank you. 25 00:01:00.620 --> 00:01:01.840 Ajay Kumar Bantia: Can propose. 26 00:01:05.480 --> 00:01:05.960 Amit Rakhecha: Yep. 27 00:01:05.960 --> 00:01:13.800 Ajay Kumar Bantia: Okay. So I welcome everyone to this board meeting. So now that the 1st item is the election of chairman, and that is completed 28 00:01:14.168 --> 00:01:23.319 Ajay Kumar Bantia: for the purpose of the Companies Act. We'll just check on record quickly the quorum and the presence of the meeting. And I will start 29 00:01:23.420 --> 00:01:27.580 Ajay Kumar Bantia: the manner, and I request each doctor, one by one, to take this forward. 30 00:01:28.260 --> 00:01:34.520 Ajay Kumar Bantia: So I'm Ajay Kumar, independent Director of Service Calibative. I'm attending this meeting from Chennai. 31 00:01:34.959 --> 00:01:41.759 Ajay Kumar Bantia: I have received the notice and agenda, and there's nobody apart from me in this room to have access to this meeting. 32 00:01:41.840 --> 00:01:44.989 Ajay Kumar Bantia: I request my fellow directors to take the next. 33 00:01:46.510 --> 00:01:51.390 pushpy muricken: Myself, Kushpi. I'm joining for the board meeting of service. Care from Kuchi 34 00:01:52.280 --> 00:01:56.010 pushpy muricken: received the agenda papers, and no one has access to the proceedings. 35 00:01:56.850 --> 00:02:08.720 iPhone: Hi! All! I'm Bharatma Jain, independent director of the company. I have received the notice in the agenda of the meeting, and I'm attending this meeting virtually from Chennai. And there's nobody else having access to this particular meeting. 36 00:02:09.009 --> 00:02:09.940 iPhone: If I'm okay. 37 00:02:11.659 --> 00:02:14.409 Service Care: Hey? Good evening. This is anil here. 38 00:02:15.292 --> 00:02:20.269 Service Care: I'm attending this board meeting from Sri Lanka. 39 00:02:20.429 --> 00:02:21.919 Service Care: How much you can travel! 40 00:02:21.929 --> 00:02:28.369 Service Care: And I received the agenda of the people, and I mean I'm in concurrency. 41 00:02:31.029 --> 00:02:31.743 Service Care: Oh, cool. 42 00:02:33.560 --> 00:02:39.590 Shany Jalal: I am Shani Jalaal, the managing director of the company. I'm also attending the meeting from Sri Lanka. 43 00:02:39.680 --> 00:02:43.170 Shany Jalal: and I confirm that nobody else is connected. 44 00:02:46.140 --> 00:02:55.389 Amit Rakhecha: Hi! This is Amit Kumar, Rakicha, Cfo. And director of the company. I'm attending this meeting through video conferencing from Bangalore. I've received the agenda of the meeting. 45 00:02:55.860 --> 00:02:57.560 Amit Rakhecha: Thank you, and Ajay. 46 00:02:59.200 --> 00:03:09.300 Ajay Kumar Bantia: Thank you, everybody. We want to. We move on to the agenda items one by one. So all the directors are present. So there's no need for any of absence. 47 00:03:09.340 --> 00:03:17.359 Ajay Kumar Bantia: and we have taken note of the agenda attendance manner of attendance as well. So we'll now move on to the agenda items of this meeting 48 00:03:17.400 --> 00:03:20.349 Ajay Kumar Bantia: amit, if you can just mess through with the previous. 49 00:03:23.730 --> 00:03:42.560 Ajay Kumar Bantia: Yeah. So the 1st item is like to take note of the interest of directors of any item. So if there is anybody interested in any resolutions which are going to be passed, or if there's a related party transactions, the same are being disclosed here, and if there's anybody, then they will not be participating in any of the agenda items which come forward. 50 00:03:42.990 --> 00:04:01.239 Ajay Kumar Bantia: So that's the 1st item which we are facing. Then the confirmation of the minutes of the previous meeting. So the previous Board meeting was held on 28th August, and I'm sure that we all of us have received the minutes. And we have given our inputs. So I request that we just take note of the same, and confirm the minutes of the previous board meeting. 51 00:04:02.390 --> 00:04:03.830 iPhone: Yeah, I confirm the same. 52 00:04:03.830 --> 00:04:05.330 Amit Rakhecha: I confirm the same. 53 00:04:06.680 --> 00:04:08.200 Service Care: I also confirm the same. 54 00:04:09.130 --> 00:04:10.549 Shany Jalal: I also confirm the same. 55 00:04:10.550 --> 00:04:11.620 pushpy muricken: I confirm. 56 00:04:12.170 --> 00:04:19.329 Ajay Kumar Bantia: Thank you. We on. We move to. The next item is the appointment of Sweeti as the company secretary. 57 00:04:19.698 --> 00:04:26.260 Ajay Kumar Bantia: So I'll just ask Amit if there's some profiling or details about her, and then we can move on to the resolution. 58 00:04:27.460 --> 00:04:42.160 Amit Rakhecha: Right? Yeah. So Sweetie Junjiwala is basically from Calcutta, and she's been practicing Cs from 2,013 onwards. She had a break in between for a couple of years. Otherwise she's been a practicing Ca from the last decade. 59 00:04:42.350 --> 00:04:50.810 Amit Rakhecha: And the reason why I purposely didn't ask her to join today's meeting and have a separate introduction for her, is because we have an allotment of the 60 00:04:50.910 --> 00:04:51.900 Amit Rakhecha: Oh 61 00:04:52.290 --> 00:04:59.099 Amit Rakhecha: preferential shares also apart. So I just thought, it's better that we keep her introduction on a separate 62 00:04:59.534 --> 00:05:04.409 Amit Rakhecha: meeting. I hope it's fine with everyone, because I because there was a lot of 63 00:05:05.750 --> 00:05:11.139 Amit Rakhecha: detailing of the preferential issue and the allotment, and this amount that's been subscribed. So I didn't want 64 00:05:11.190 --> 00:05:22.939 Amit Rakhecha: the same to be club together. But at the same time her appointment. Ratification was also important for us. So that's the reason, we proceeded. I'll keep a separate date and time for everyone to, you know. Get to 65 00:05:23.320 --> 00:05:25.089 Amit Rakhecha: meet her online. 66 00:05:25.650 --> 00:05:26.650 pushpy muricken: That's funny. 67 00:05:26.820 --> 00:05:27.590 pushpy muricken: Yep. 68 00:05:28.750 --> 00:05:32.470 Amit Rakhecha: And so I can resolve that 69 00:05:32.855 --> 00:05:42.320 Amit Rakhecha: we can appoint her, and she is already on board from 1st October. But obviously today, being 10th October, it would get ratified and informed to the members, and the exchange. 70 00:05:43.190 --> 00:05:43.830 Ajay Kumar Bantia: Sure 71 00:05:44.950 --> 00:05:46.090 Ajay Kumar Bantia: we can proceed to that. 72 00:05:46.090 --> 00:05:47.919 iPhone: Yeah, you can proceed for the next slide. 73 00:05:49.850 --> 00:06:00.589 Amit Rakhecha: Okay, if you all remember. 2 months back we had started this discussion of raising further capital. And then we had shortlisted the way of doing it through preferential issue. 74 00:06:00.660 --> 00:06:09.609 Amit Rakhecha: And now I just read the resolution pursuant to section 42, 55 and 62 of the Company's Act, the Company 75 00:06:09.840 --> 00:06:18.299 Amit Rakhecha: rule 2 0 1 4 each, as amended from time to time, and other applicable provisions of the Act, and all other applicable provisions of applicable Law. 76 00:06:18.380 --> 00:06:23.550 Amit Rakhecha: including any statutory modification or reenactment thereof. For the time being enforced. 77 00:06:23.670 --> 00:06:30.489 Amit Rakhecha: The approval of the shareholders of the company, and the constitutional documents of the company, the consent of board of directors is hereby 78 00:06:30.550 --> 00:06:43.709 Amit Rakhecha: accorded to issue and allot equity shares for the proposed allotees who have subscribed and remitted share application, money to 9th October 2,024. Now I'll give you a brief for everyone's understanding. 79 00:06:43.740 --> 00:06:56.430 Amit Rakhecha: We had offered, and it was approved in the agm to allot 22 Lakh, 20,000 equity shares on preferential basis at an agreed price. Discovered mechanism. 80 00:06:56.650 --> 00:07:09.219 Amit Rakhecha: We received the in principle approval from the exchange post, which the offer was open for subscription from 30th September to 9th of October, 2,024. That was yesterday. 81 00:07:09.540 --> 00:07:21.770 Amit Rakhecha: and on the offer closing date we have received 106 investors who had been offered the same, had subscribed to the shares at the prescribed offer price, and remitted the money. 82 00:07:21.960 --> 00:07:28.530 Amit Rakhecha: So in total, we have received subscription for 18 lakhs, 30,000 shares 83 00:07:29.560 --> 00:07:31.609 Amit Rakhecha: 106 allottes 84 00:07:31.710 --> 00:07:36.039 Amit Rakhecha: to the tune of rupees, 13 crores, 17, lakh 60,000, 85 00:07:36.180 --> 00:07:45.610 Amit Rakhecha: just for confirmation. I'm repeating it 18 lakhs, 30,000 shares 106 allotees, value of 13 crores, 17 lakhs, 60,000. 86 00:07:46.750 --> 00:07:49.960 Amit Rakhecha: So this is the resolution that I would need 87 00:07:50.050 --> 00:07:52.179 Amit Rakhecha: all of you to help me pass. 88 00:07:56.580 --> 00:08:00.590 Service Care: Yeah, from my end it is concurred. 89 00:08:01.490 --> 00:08:03.609 pushpy muricken: Okay from my end. Also. 90 00:08:04.130 --> 00:08:06.000 iPhone: You have my concurrence also. Right. 91 00:08:08.990 --> 00:08:09.510 Shany Jalal: You then? Bye. 92 00:08:10.530 --> 00:08:12.170 Shany Jalal: yes, yes, absolutely. 93 00:08:17.050 --> 00:08:22.860 Ajay Kumar Bantia: So sorry. No, you have my conference as well. So we have the proposed list of holidays right. 94 00:08:22.860 --> 00:08:23.600 Amit Rakhecha: Yes. 95 00:08:24.370 --> 00:08:24.900 Ajay Kumar Bantia: So. 96 00:08:24.900 --> 00:08:35.200 Amit Rakhecha: List of allotties. The shares have been allotted in the lot sizes, and, as in principle, received approval from exchange post. This we will go ahead with the listing approval. Once I have the Board's approval. 97 00:08:35.580 --> 00:08:42.470 Ajay Kumar Bantia: Sure, and everything is in order right? We have not received any push back, or any from anybody or any of the exchanges. 98 00:08:42.470 --> 00:08:43.289 Amit Rakhecha: Yes. 99 00:08:43.640 --> 00:08:44.390 Amit Rakhecha: Okay. 100 00:08:44.390 --> 00:08:50.419 Ajay Kumar Bantia: Sure. Then, then, with everybody's thing, we'll just consider this to be approved, this resolution to be approved. 101 00:08:50.730 --> 00:08:53.089 Ajay Kumar Bantia: and we all we all move to the next item. 102 00:08:53.470 --> 00:08:54.200 Amit Rakhecha: Thank you. 103 00:08:54.660 --> 00:08:59.450 Ajay Kumar Bantia: Sure any other business which any of the other members would want to discuss. 104 00:08:59.650 --> 00:09:19.219 Amit Rakhecha: I I sorry, but I have another thing. Although it was approved by the board to you know, authorize me that Samit Kumar Rakha to take forward all necessary documentations for fulfillment of the preferential issue. But for all practical purposes we may have to pass another resolution which 105 00:09:19.220 --> 00:09:31.019 Amit Rakhecha: would be that you know we resolve that Amit Kumar Rapid is hereby appointed by board to sign and execute documents, and make necessary filing with National Stock Exchange. 106 00:09:31.310 --> 00:09:46.519 Amit Rakhecha: Roc and all other relevant government agencies and authorities. With regards to the resolution passed in the meeting. Now this would be needed, because at times the Roc may create an issue that that was a bad dated resolution, or it was not done. Post 107 00:09:46.923 --> 00:09:52.429 Amit Rakhecha: you know, subscription money received, or the exchange. So we may have to repass this resolution. Again. 108 00:09:54.380 --> 00:09:55.110 Ajay Kumar Bantia: Sure. 109 00:09:55.580 --> 00:09:56.510 pushpy muricken: Okay. 110 00:09:57.293 --> 00:09:58.859 Service Care: Resolve this. 111 00:09:58.860 --> 00:09:59.820 Shany Jalal: Yeah, yeah. 112 00:10:00.186 --> 00:10:02.020 iPhone: You have my control. Please. 113 00:10:03.130 --> 00:10:06.369 Amit Rakhecha: Okay, thank you. Everyone. I think that that was the additional 114 00:10:06.990 --> 00:10:11.140 Amit Rakhecha: which was not covered. So anyone else has anything to ask or check 115 00:10:11.250 --> 00:10:12.360 Amit Rakhecha: or raise. 116 00:10:14.340 --> 00:10:17.189 iPhone: No, I don't have any other agent that will discuss. 117 00:10:19.210 --> 00:10:22.489 Service Care: It's clear to me as well. I think I'm I'm done with that. 118 00:10:22.490 --> 00:10:24.290 pushpy muricken: Yeah, I, too, am. 119 00:10:25.160 --> 00:10:26.440 Amit Rakhecha: Perfect, sure. 120 00:10:26.440 --> 00:10:28.250 Ajay Kumar Bantia: Thank you then, so 121 00:10:28.280 --> 00:10:31.920 Ajay Kumar Bantia: vote of thanks. So thank you. Everybody for attending this meeting. 122 00:10:31.950 --> 00:10:36.819 Ajay Kumar Bantia: and we'll now close the meeting, and we'll stop the recording as well. 123 00:10:37.350 --> 00:10:38.209 Ajay Kumar Bantia: Thank you. Everyone. 124 00:10:38.210 --> 00:10:39.260 Amit Rakhecha: Thank you. Thank you.