Keto Motors appoints Aarthi Consultant as new RTA

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Reviewed by
Naman SScanX News Team
Key Highlights

Keto Motors Limited has appointed Aarthi Consultant Private Limited as its new Registrar and Share Transfer Agent to improve operational efficiency. The Board also approved updated Memorandum and Articles of Association to align with the Companies Act, 2013.

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Keto Motors Limited (formerly Taaza International Limited) has appointed Aarthi Consultant Private Limited as its new Registrar and Share Transfer Agent (RTA), replacing Niche Technologies Private Limited. The Board of Directors approved the change on July 24, 2026, citing improved operational efficiency and better administrative interaction as key drivers for the transition. This move aims to streamline share transfer processes for investors while ensuring continuity through a structured data migration period. The appointment is subject to the execution of definitive agreements, with the effective date to be intimated to stock exchanges after procedural formalities are completed.

The Board meeting, held at the company’s registered office in Secunderabad, Telangana, also addressed significant governance updates. Directors approved the adoption of a new set of Memorandum of Association (MOA) and Articles of Association (AOA). These documents require subsequent approval from members to ensure full compliance with the Companies Act, 2013, replacing provisions based on the erstwhile Companies Act, 1956. The filing was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Key Changes in Corporate Governance

The adoption of new MOA and AOA is procedural, aimed at aligning the company’s constitutional documents with current statutory requirements. The filing states there is no change in the main objects of the company. Key modifications include re-aligning object and liability clauses with Table A of Schedule I of the new Act and restructuring the AOA based on "Table-F" for companies limited by shares.

Document Primary Change Regulatory Basis
Memorandum of Association Re-alignment of object and liability clauses; deletion of obsolete clauses Companies Act, 2013
Articles of Association Restructuring to align with Table-F; updating references to amended sections Companies Act, 2013; SEBI Laws

RTA Transition Details

Aarthi Consultant Private Limited, a Hyderabad-based SEBI-registered RTA (Regn No. INR000000379), will assume responsibilities once definitive agreements are executed. Niche Technologies Private Limited will continue to serve as the RTA until the completion of data transition, shifting of electronic connectivity, and receipt of confirmations from NSDL and CDSL. The exact effective date will be intimated to stock exchanges after these procedures are finalized.

What the Numbers Show

This appointment reflects a strategic move towards localized administrative support, given that Aarthi Consultant is based in Hyderabad, closer to Keto Motors’ registered office in Secunderabad compared to the previous Kolkata-based provider. The simultaneous update of MOA and AOA indicates a broader effort to modernize corporate governance structures, ensuring no regulatory friction arises from outdated statutory references. Shareholders should monitor future communications for the specific date when the new RTA becomes operational.

How might the transition to a Hyderabad-based RTA impact the processing speed and cost-efficiency of share transfers for Keto Motors' investors?

What potential risks or operational disruptions could arise during the data migration period between Niche Technologies and Aarthi Consultant, and how is the company mitigating them?

Does the restructuring of the Articles of Association to align with Table-F introduce any new restrictions or rights for shareholders that differ from the previous framework?

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Keto Motors seeks shareholder approval for MOA, AOA changes and director appointment

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Reviewed by
Riya DScanX News Team
Key Highlights

Keto Motors Limited seeks shareholder approval via postal ballot for adopting new constitutional documents (MOA/AOA) compliant with the Companies Act, 2013, and appointing Avula Venkata Narayana Reddy as a Non-Executive Non-Independent Director. The e-voting process is managed by CDSL with results expected by late August 2026.

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Keto Motors Limited (formerly known as Taaza International Limited) has initiated a postal ballot process to seek shareholder approval for the adoption of a new Memorandum of Association (MOA), a new Articles of Association (AOA), and the appointment of Avula Venkata Narayana Reddy as a Non-Executive Non-Independent Director. The company dispatched the notice on July 24, 2026, to members holding shares as of the cut-off date, July 17, 2026. This corporate action aims to align the company’s constitutional documents with the Companies Act, 2013, and update its board composition.

The resolutions are being put forth pursuant to Section 110 read with Section 108 of the Companies Act, 2013, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders will vote exclusively through remote e-voting facilitated by Central Depository Services (India) Limited (CDSL). The voting window opens at 9:00 a.m. IST on July 26, 2026, and closes at 5:00 p.m. IST on August 24, 2026. Results are expected to be declared by August 26, 2026.

Key Resolutions

The postal ballot covers three primary items requiring shareholder consent:

Item Resolution Type Description
1 Special Adoption of new Memorandum of Association (MOA)
2 Special Adoption of new Articles of Association (AOA)
3 Ordinary Appointment of Avula Venkata Narayana Reddy as Director

The adoption of the new MOA and AOA is necessary because the existing documents were formulated under the Companies Act, 1956. The revisions ensure compliance with current legal frameworks and SEBI listing regulations. No change is proposed in Clause III (A) containing the main objects, but Clause III (B) will be substituted, and Clause III (C) deleted entirely. Clause IV regarding member liability will also be updated to specify that liability is limited to the unpaid amount on shares held.

Board Appointment Details

Avula Venkata Narayana Reddy (DIN: 02290361) was initially appointed as an Additional Director by the Board on May 28, 2026, based on the recommendation of the Nomination and Remuneration Committee. His appointment as a Non-Executive Non-Independent Director, liable to retire by rotation, requires final shareholder approval. If approved, his tenure will commence on August 24, 2026.

Mr. Reddy holds an MBA and has over 30 years of experience in business leadership, spanning Agri-Tech, Information Technology, Real Estate, and Construction. He currently holds 49,999 equity shares in the company under the Promoter category. His remuneration will consist of sitting fees for attending Board or Committee meetings and reimbursement of related expenses. He serves as a director in several other entities, including Roshni Life Sciences Private Limited and Terastar Networks India Private Limited.

Voting Process and Compliance

In compliance with Ministry of Corporate Affairs circulars, physical copies of the ballot forms are not being sent. Only members who have registered their email addresses with the company or depository participants will receive the notice electronically. M/s. Vivek Surana & Associates has been appointed as the Scrutinizer to oversee the voting process. Shareholders must cast their votes via the CDSL e-voting platform; votes cannot be modified once confirmed. The resolution, if passed, will be deemed effective on the last day of voting, August 24, 2026.

How might the appointment of Avula Venkata Narayana Reddy, with his diverse background in Agri-Tech and Real Estate, influence Keto Motors' strategic diversification or operational restructuring?

What specific changes in Clause III (B) of the new MOA could signal a shift in Keto Motors' core business focus or expansion plans beyond its current automotive operations?

Given that the new MOA and AOA are being adopted to comply with the Companies Act, 2013, are there any anticipated changes to shareholder rights or corporate governance practices that investors should monitor?

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