To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.
To declare a dividend of ₹ 2.50/- per Equity Share of face value of ₹ 1/- each for the financial year ended March 31, 2025.
To appoint a Director in place of Mr. R. Mukundan (DIN: 00778253), who retires by rotation and being eligible, offers himself for re-appointment.
Special Business-
Appointment of Secretarial Auditors of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to Regulation 24A and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation(s) of the Audit Committee and the Board of Directors, M/s. Parikh & Associates, Company Secretaries (Firm Registration No. P1988MH009800), be and are hereby appointed as the Secretarial Auditors of the Company, to conduct Secretarial Audit and issue Secretarial Audit Report for a term of five (5) consecutive years from financial year April 1, 2025 up to March 31, 2030, at a remuneration of
₹ 1,75,000 for FY 2025-26 and FY 2026-27 and for subsequent years at such fee as may be determined by the Board of Directors of the Company or any Committee of the Board, based on the recommendation of the Audit Committee.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution." - Ratification of Remuneration of the Cost Auditors
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company hereby ratifies the remuneration of
₹ 6,00,000 plus applicable taxes, travelling and out-of-pocket expenses incurred in connection with the cost audit payable to M/s. D.C. Dave & Co., Cost Accountants (Firm Registration No. 000611), who are appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct audit of the cost records maintained by the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, for the financial year ending March 31, 2026.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution." Notes:The Ministry of Corporate Affairs ('MCA') has vide its General Circulars dated April 8, 2020, April 13, 2020, May 5, 2020 along with subsequent circulars issued in this regard and the latest dated September 19, 2024 (collectively referred to as 'MCA Circulars'), permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC') facility/Other Audio Visual Means ('OAVM') without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India ('SEBI') vide its Master Circular dated November 11, 2024 read with Circular dated October 3, 2024 ('SEBI Circulars') and other applicable circulars issued in this regard have provided
certain relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). In compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), the SEBI Listing Regulations and MCA Circulars, the 77th AGM of the Company is being held through VC/ OAVM on Monday, June 23, 2025 at 3:00 p.m. (IST). The deemed venue of the 77th AGM shall be the Registered Office of the Company.
- PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/ OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business under Item Nos. 4 and 5 of the Notice is annexed hereto. The Board of Directors have considered and decided to include Item Nos. 4 & 5 as given above, as Special Business in the forthcoming AGM as it is unavoidable in nature.
The relevant details as set out under Item No. 3 of the Notice pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, as amended and issued by the Institute of Company Secretaries of India ('ICSI') in respect of the Director seeking re-appointment at this AGM are also annexed to this Notice.
The Members can join the AGM in the VC/OAVM mode 30 minutes before and up to 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the live proceedings by logging into the National Securities Depository Limited's ('NSDL') e-Voting website at https://www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.
The Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the 77th AGM through VC/OAVM facility. Corporate/Institutional Members intending to appoint their authorised representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC/OAVM or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution to the Scrutiniser by e-mail at bhaskar@nlba.in with a copy marked to evoting@nsdl.com.
In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on cut-off date will be entitled to vote during the AGM.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act and relevant documents referred to in the Notice of this AGM and explanatory statement, will be available electronically for inspection by the Members during the AGM. Members who wish to inspect such documents can send their requests to the Company at investor_relations@rallis.com by mentioning their name and Folio number/DP ID and Client ID.
In line with the MCA and SEBI Circulars, the Notice of the AGM along with the Integrated Annual Report 2024-25 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depository Participants ('DPs'), unless any Member has requested for a physical copy of the same. The Company shall send a physical copy of the Integrated Annual Report 2024-25 to those Members who request the same at investor_relations@rallis.com mentioning their Folio No./DP ID and Client ID. A letter providing the web-link, including the exact path, where the complete details of the Integrated Annual Report 2024-25 is available, is being sent to those Members who have not registered their email addresses. The Notice convening the 77th AGM has been uploaded on the website of the Company at https://www.rallis.com under 'Investors' section and can also be accessed on the websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at https://www.bseindia.com and https://www.nseindia.com respectively, and on the website of NSDL at https://www.evoting.nsdl.com.
SEBI has established a common Online Dispute Resolution Portal ('ODR Portal') for resolution of disputes arising in the Indian Securities Market. Pursuant to this, post exhausting the option to resolve their grievance with the Company's Registrar & Transfer Agent ('Registrar' or 'RTA')/Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's Website at https://www. rallis.com/investors/investor-information.
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Registrar and Transfer Agent
Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement, Link Intime India Private Limited, the Company's RTA changed its name to MUFG Intime India Private Limited ('MUFG Intime') with effect from December 31, 2024. Consequent to the name change, the RTA activities of the Company are being carried out by MUFG Intime.
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Record Date and Dividend:
The Company has fixed Thursday, June 5, 2025 as the 'Record Date' for determining entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the AGM.
The dividend of ₹ 2.50/- per share (i.e. 250%) on the Equity Shares of the Company of ₹ 1 each, if declared at the AGM, will be paid subject to deduction of income tax at source ('TDS'), as applicable, on or after Wednesday, June 25, 2025 as under:
For Shares held in electronic form: To all the Beneficial Owners as of the close of business hours on Thursday, June 5, 2025 as per the data as made available by NSDL and Central Depository Services (India) Limited ('CDSL'); and For Shares held in physical form: To all the Members, whose names appears in the Company's Register of Members after giving effect to valid transmission and transposition requests lodged with the Company as of the close of business hours on Thursday, June 5, 2025.Dividend income is taxable in the hands of the Shareholders and the Company is required to deduct TDS from dividend paid to the Members at rates prescribed in the Income Tax Act, 1961 ('the IT Act'). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, Permanent Account Number ('PAN'), Category as per the IT Act with their DPs or in case shares are held in physical form, with the Company/MUFG Intime by sending documents through e-mail by Tuesday, June 3, 2025. The detailed process is available on the website of the Company at: https://www.rallis.com/investors/investor-information.
A communication providing information and detailed instructions with respect to tax on the dividend for the financial year ended March 31, 2025 is being sent separately to the Members whose e-mail addresses are registered with the Company/DPs.
SEBI, vide its Master Circular for Registrars to an Issue and Share Transfer Agents, dated May 07, 2024 and subsequent notifications thereto, had made it mandatory for holders of physical securities to furnish details of PAN, KYC (Postal Address, Mobile Number, e-mail, Bank Details, Signature) and Nomination/ opt-out of Nomination.
SEBI had mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.
In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The relevant forms are available on the Company's website at https://www.rallis.com/investors/investor-information and on the website of the RTA at https://web.in.mpms.mufg.com/client-downloads.html.
Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/FAQs.
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Updation of mandate for receiving dividends directly in bank account through Electronic Clearing System or any other means in a timely manner:
Shares held in physical form: Members are requested to send the following documents in original to MUFG Intime latest by Tuesday, June 3, 2025:
Form ISR-1 along with the supporting documents. The said form is available on the website of the Company at https://www.rallis.com/investors/ investor-information and on the website of the RTA at https://web.in.mpms.mufg.com/ KYC-downloads.html.
Original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly. In case name of the holder is not available on the cheque, kindly submit the following documents:
cancelled cheque in original.
bank attested legible copy of the first page of the Bank Passbook/Bank Statement bearing the names of the account holders,
address, same bank account number and type as on the cheque leaf and the full address of the Bank branch.
Self-attested photocopy of the PAN Card of all holders; and
Self-attested photocopy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the first holder as registered with the Company.
Members holding shares in physical form who are non-KYC compliant may please note that the payment of dividend will be held in abeyance till such time the Member submits the required information in prescribed forms along with the supporting documents.
Shares held in electronic form: Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not be able to accept any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members are requested to update their Electronic Bank Mandate with their respective DPs by Tuesday, June 3, 2025.The Members holding shares in electronic form who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration/incomplete registration of Bank details, the Company shall despatch the demand draft to such Members.
Further, please note that instructions, if any, already given by the Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.
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Unpaid/Unclaimed Dividend and Shares
Pursuant to the provisions of Section 124 of the Act, the dividend which remains unpaid/unclaimed for a period of seven (7) consecutive years from the date of transfer to the unpaid dividend account of the Company is required to be transferred to the Investor Education and Protection Fund ('IEPF') established by the Central Government. The details of unclaimed dividend/shares transferred to IEPF during FY 2024-25 have been provided in the Corporate Governance Report which forms part of this Integrated Annual Report.
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Updation of PAN and other details
Pursuant to SEBI Master Circular for Registrars to an Issue and Share Transfer Agents, dated May 07, 2024 ('SEBI Master Circular'), it is mandatory to furnish PAN, KYC details (i.e. postal address with pin code, e-mail address, mobile number, bank account details) and Nomination details by holders of physical securities through Form ISR-1.
Members holding shares of the Company in physical form are requested to go through the requirements hosted on the website of the Company at https://www.rallis.com/investors/ investor-information and furnish the requisite details.
Members are also requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, mobile number, PAN, registration of nomination, power of attorney registration, bank mandate details, etc., to their DPs in case the shares are held in electronic form and to the Registrar by raising a service request through https:// web.in.mpms.mufg.com/helpdesk/Service_Request. html in case the shares are held in physical form. Changes intimated to the DP will then be automatically reflected in the Company's records.
A communication is being sent by the Company to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC and Nomination details. Members holding shares of the Company in physical form are requested to go through the requirements on the website of the Company at https://www.rallis.com/investors/investor-information to furnish the abovementioned details.
Further, relevant FAQs published by SEBI on its website can be viewed at https://www.sebi.gov.in/FAQs.
In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.
Further, Members may please note that pursuant to aforesaid SEBI Master Circular, listed companies are mandated to issue securities in demat form only, while processing any service requests viz., issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4 or Form ISR-5 (for transmission),
the formats of which are available on the website of the Company at https://www.rallis.com/investors/investor-information. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant.
The format of the Register of Members prescribed by the MCA under the Act requires the Company/Registrar to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend, etc. This request should be submitted in Form ISR-1. Members holding shares in physical form are requested to submit the filled-in form to the Company or to the RTA in original as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective DPs only and not to the Company or MUFG Intime.
- Nomination facility: As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14 as the case may be. The said forms can be downloaded from the website of the Company at https://www.rallis. com/investors/investor-information. Members are requested to submit the requisite form to their DPs in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, quoting their folio no.
Members may contact MUFG Intime at https://web.in.mpms. mufg.com/helpdesk/Service_Request.html for any assistance relating to the shares of the Company.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.
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Process for registering e-mail addresses to receive the credentials for remote e-Voting along with this Notice:
Member, whose e-mail address is not registered with the Company/RTA or with their respective DPs and who wish to receive the credentials for remote e-Voting along with the Notice of the 77th AGM and the Integrated Annual Report 2024-25 can get their e-mail address registered by sending a request to the Company at investor_relations@rallis.com on or before 5.00 p.m. (IST) on Monday, June 16, 2025.
Registration of e-mail addresses permanently with the Company/DPs:To support the Green initiative, Members are requested to register their e-mail addresses with their concerned DPs, in respect of electronic holding and with RTA, in respect of physical holding. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/RTA for all future communications.
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Remote e-Voting before/during the AGM:
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard-2 on General Meetings issued by ICSI and Regulation 44 of the SEBI Listing Regulations, as amended from time to time, read with the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted as mentioned in the Notice of the AGM. For this purpose, the Company has appointed NSDL for facilitating voting through electronic means. The facility of casting votes by a Member using remote e-Voting before the Meeting as well as remote e-Voting during the AGM will be provided by NSDL.
Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Monday, June 16, 2025, may cast their vote by remote e-Voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before the AGM as well as during the AGM. Any non-individual Member or Member holding securities in physical mode who acquires shares of the Company and becomes a Member of the Company after the despatch of the Notice and holding shares as on the cut-off date
i.e. Monday, June 16, 2025, may obtain the User ID and Password by sending a request at evoting@nsdl.com.
Individual Members holding securities in demat mode, who acquire shares of the Company and becomes a Member of the Company after despatch of the Notice and holding shares as of the cut-off date i.e. Monday, June 16, 2025, may follow the login process mentioned below in point 23(B).
The remote e-Voting period commences on
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Rallis India Ltd. published this content on May 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 29, 2025 at 14:53 UTC.
