20 Microns Limited — AGM Information 2021

Sep 3, 2021

CIN # L99999GJ1987PLC009768 Ph. # 75 748 06350 E-Mail : co secretary@20microns.com Regd. Office: 9/10, GIDC Industrial Estate, WAGHODIA, Dist.: Vadodara

3rd September, 2021

National Stock Exchange of India
Limited
ListingDepartment,Exchange
Plaza, Bandra - Kurla Complex,
Bandra [East], Mumbai - 400 051.
Scrip Code: 20 MICRONS

Dear Sir / Madam,

Sub: Notice of 34th Annual General Meeting of the Company.

This is to inform that the 34th Annual General Meeting ("AGM") of the members of the Company will be held on Tuesday 28th September, 2021 at 3.00 P.M. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), in accordance with the relevant circulars issued by the Ministry of Corporate Securities Affairs and the and Exchange Board of India.

The Notice convening the 34th Annual General Meeting of the Company is attached herewith.

Thanking you,

Yours faithfully For 20 Microns Limited

For 20 Microns Limited

(Komał Pandey) Company Secretary

[Komal Pandey] Company Secretary

Encl.: as above.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 34th Annual General Meeting of the Shareholders of 20 Microns Limited will be held on Tuesday, the 28th day of September, 2021 at 03.00 p.m. through Video Conference (VC) or Other Audio Visual Means (OAVM), to transact the following business -

Ordinary Business

• To receive, consider and adopt: $\mathbf{L}$
  • the Audited Standalone Financial Statements of the a. Company for the financial year ended March 31, 2021 including, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, together with the Reports of the Board of Directors and the Auditors thereon and
  • $h$ . the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 including, the Statement of Profit and Loss. together with the Report of the Auditors thereon
• 1. To appoint a Director in place of Mr. Atil C. Parikh (DIN 00041712), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, has offered himself for reappointment.

Special Business

To ratify the remuneration of Cost Auditors for the 3. financial year ending March 31, 2022 and in this regard, pass the following resolution as an Ordinary Resolution:

To consider and if thought fit, to pass the following resolution as a Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 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 remuneration of Rs.90,000 p.a. plus applicable taxes and out of pocket expenses, as recommended by the Audit committee and as approved by the Board of Directors to be paid to M/s. Y.S. Thaker & Co., Cost Accountants (Registration Number 000318) appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending March 31, 2022, be and is hereby ratified.

$4.$ Re-appointment of Mr. Rajesh C. Parikh as Chairman and Managing Director

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to such approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals, permissions and sanctions, approval of the Company be and is hereby accorded to the re-appointment of Mr. Rajesh C. Parikh (DIN 00041610) as a Whole-time Director, designated as the Chairman & Managing Director of the Company under the Companies Act, 2013, for a period of three years. w.e.f. 01st April, 2022, whose office shall not be liable to retirement by rotation, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting. with liberty to the Board of Directors (hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions more particularly set out in the Agreement to be entered into with him, detailing, inter alia, the pattern of remuneration and Commission payable to him, in accordance with the requirements of the Schedule V of the Companies Act, 2013;

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2013, as amended and subject to such approvals as may be necessary, in the absence or inadequacy of the Net Profit, Mr. Rajesh C. Parikh will be paid the said remuneration as minimum remuneration in compliance of provisions of Companies Act including any statutory modification(s) or re-enactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution without being required to seek any further consent or approval of the members that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

1. Re-appointment of Mr. Atil C. Parikh as CEO & Managing Director

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 and subject to such approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals, permissions and sanctions, approval of the Company be and is hereby accorded to the re-appointment of Mr. Atil C. Parikh (DIN 00041712) as the Whole-time Director, designated as CEO & Managing Director under the Companies Act. 2013. for a period of three years w.e.f. 01st April, 2022, whose office shall be liable to retire by rotation, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors ( hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions more particularly set out in the Agreement to be entered into with him, detailing interalia the pattern of remuneration and Commission payable to him, in accordance with the requirements of the Schedule V of the Companies Act, 2013;

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2013, as amended and subject to such approvals as may be necessary, in absence or inadequacy of the Net Profit, Mr. Atil C. Parikh will be paid the said remuneration as minimum remuneration, within the ceiling limit in compliance of provisions of Companies Act, 2013 or any statutory modification(s) or reenactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution without being required to seek any further consent or approval of the members that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

Payment of Commission to the Non-Executive Directors To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 197 (1) (ii) (A) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Shareholders be and is hereby accorded to pay a commission up to 1% of the net profits of the Company, computed in the manner laid down in Section 198 of the Companies Act, 2013 to all the Non-Executive Directors of the Company for FY 2020-21 as recommended/approved by Nomination & Remuneration Committee and Board of Directors of the Company."

RESOLVED FURTHER THAT any one of Mr. Rajesh C Parikh, Chairman & Managing Director, Mr. Atil C Parikh, CEO & Managing Director, CFO & CS of the Company be and are hereby severally authorized to do such acts. deeds and things as may be considered necessary to implement this resolution."

By Order of the Board of Directors

Komal Pandey Company Secretary & Compliance Officer ACS: 37092

Place: Waghodia, Vadodara Date: 10th August, 2021

Notice

Notes:

• 1. In view of the massive outbreak of the COVID-19 pandemic. social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
• Pursuant to the Circular No. 14/2020 dated April 08, 2020. $\overline{2}$ . issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
• The Members can join the AGM in the VC/OAVM mode 3. 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding) Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• $\Lambda$ The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 is annexed hereto and forming part of this notice.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited

(NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

• $\mathbf{B}$ In compliance of the aforementioned MCA and SEBI Circulars the Company has sent notice of AGM only through electronic mode only to those shareholders whose e mail addresses are registered with Company or its RTA. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.20microns.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• $\Omega$ The Register of Members and Share transfer book of the Company will remain closed from Tuesday 21st September, 2021 to Tuesday 28th September, 2021 (both days inclusive).
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the RTA. Securities and Exchange Board of India has prohibited physical transfer of shares w.e.f. 01.04.2019.
• 1. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 20th September, 2021 through email on co_secretary@20microns.com. The same will be replied by the Company suitably. All the documents, if any, referred to in this notice and explanatory statement are available for inspection of the members at the Registered Office of the Company on any working day except Saturday. between 10:00 a.m. to 1:00 p.m. up to the conclusion of this meeting.
• 1. Members who have not en-cashed their dividend warrants for the financial year 2012-13 onwards are advised to write to the Company immediately for claiming dividends declared by the Company.

Financialyear	Date ofdeclarationof Dividend	DividendPayment %	Date of transferof unpaiddividend to IEPFAccount
2012-13	10.10.2013	10%	13.11.2020

• 1. Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs and its amendment made from time to time, it may be noted that shares transferred to IEPF, including all benefits accruing on such shares, if any can be claimed back from the IEPF Authority after following the procedure prescribed under the said rules. The procedure is also available on the website of the IEPF Authority at www.iepf. gov.in. Such shareholders are requested to claim their shares and unclaimed / unpaid dividend immediately.
• 1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020. MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, 25th Day of September, 2021 at 10:00 A.M. and ends on Monday, 27th Day of September, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 21st September, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 21st September, 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Login method for e-Voting and joining virtual meeting A) for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in dernat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type ofshareholders	Login Method
IndividualShareholdersholdingsecurities indemat modewith NSDL.	1. If you are already registered for NSDLIDeAS facility, please visit the e-Serviceswebsite of NSDL. Open web browser bytyping the following URL: https://eservices.nsdl.com/ either on a Personal Computeror on a mobile. Once the home pageof e-Services is launched, click on the"Beneficial Owner" icon under "Login"which is available under "IDeAS" section.A new screen will open. You will have toenter your User ID and Password, Aftersuccessful authentication, you will be ableto see e-Voting services. Click on "Access toe-Voting" under e-Voting services and youwill be able to see e-Voting page. Click onoptions available against company nameor e-Voting service provider - NSDL andyou will be re-directed to NSDL e-Votingwebsite for casting your vote during theremote e-Voting period or joining virtualmeeting & voting during the meeting.
	2. If the user is not registered for IDeASe-Services, option to register is availablehttps://eservices.nsdl.com.atSelect"Register Online for IDeAS" Portal or clickat https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. The e-Voting website of NSDL. Open webbrowser by typing the following URL:https://www.evoting.nsdl.com/ eitherona Personal Computer or on a mobile.Once the home page of e-Voting systemis launched, click on the icon "Login"which is available under 'Shareholder/Member' section. A new screen will open.You will have to enter your User ID (i.e.your sixteen digit demat account numberheld with NSDL), Password/OTP and aVerification Code as shown on the screen.After successful authentication, you will beredirected to NSDL Depository site whereinyou can see e-Voting page. Click onoptions available against company nameor e-Voting service provider - NSDL andyou will be redirected to e-Voting websiteof NSDL for casting your vote during theremote e-Voting period or joining virtualmeeting & voting during the meeting.

Type ofshareholders	Login Method
IndividualShareholdersholdingsecurities indemat modewith CDSL	1. Existing users who have opted for Easi /Easiest, they can login through their userid and password. Option will be madeavailable to reach e-Voting page withoutany further authentication. The URL forusers to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on NewSystem Myeasi.
	2. After successful login of Easi/Easiest theuser will be also able to see the E VotingMenu. The Menu will have links of e-Votingservice provider i.e. NSDL. Click on NSDLto cast your vote.
	3. If the user is not registered for Easi/Easiest,option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly accesse-Voting page by providing demat AccountNumber and PAN No. from a link in www.cdslindia.com home page. The systemwill authenticate the user by sending OTPon registered Mobile & Email as recordedin the demat Account. After successfulauthentication, user will be provided linksfor the respective ESP i.e. NSDL where thee-Voting is in progress.
IndividualShareholders(holdingsecuritiesin dematmode) loginthrough theirdepositoryparticipants	You can also login using the login credentialsοfyour demat account throughvourDepository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you willbe able to see e-Voting option. Once you clickon e-Voting option, you will be redirected toNSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Votingfeature. Click on options available againstcompany name or e-Voting service provider-NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote duringthe remote e-Voting period or joining virtualmeeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk detailsMembers facing any technical issuein login can contact NSDL helpdeskby sending a request at evoting@nsdl.co.in or call at toll free no.: 18001020 990 and 1800 22 44 30
IndividualShareholders holdingsecurities in dematmode with NSDL
IndividualShareholders holdingsecurities in dematmode with CDSL	Members facing any technical issuein login can contact CDSL helpdeskby sending a request at helpdesk.evoting@cdslindia.com or contact at022-23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• $\overline{2}$ . Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below : $4.$

Manner of holdingshares i.e. Demat(NSDL or CDSL) orPhysical	Your User ID is:
a) For Members whohold shares in demataccount with NSDL	8 Character DP ID followedby 8 Digit Client IDFor example if your DP IDis IN300*** and Client ID is12****** then your user ID is
b) For Members whohold shares in demat.account with CDSL.	IN30012***16 Digit Beneficiary IDFor example if your BeneficiaryID is 12************** then youruser ID is 12**************
c) For Members holdingshares in PhysicalForm.	EVEN Number followed byFolio Number registered withthe companyFor example if folio number is001*** and EVEN is 101456then user ID is 101456001

• 5 Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • Click on "Forgot User Details/Password?" (If you are a) holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • $b$ Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • Members can also use the OTP (One Time $d)$ Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jigandhics@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting. nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Ms. Sarita Mote) at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• In case shares are 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 co_secretary@20microns.com
• $\ddot{2}$ 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 co_secretary@20microns.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on $4$ e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants, Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• The procedure for e-Voting on the day of the AGM is same $1$ as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM $1.$ through VC/OAVM through the NSDL e-Voting system.

Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• $2.$ Members are encouraged to join the Meeting through Laptops for better experience.
• $\mathbf{a}$ Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• $4.$ Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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 co_secretary@20microns.com. The same will be replied by the company suitably.

JJ Gandhi & Co. Practicing Company Secretaries, Vadodara has been appointed as the Scrutinizer to scrutinize the e-voting process and voting process at AGM in a fair and transparent manner

The scrutinizer shall, give their consolidated Scrutinizer report of the total votes cast in favour or against the resolutions proposed in the notice of Annual General Meeting not later than two working days from conclusion of the meeting, to the Chairman or a person authorized by him in writing who shall countersign the same.

The Results will be declared on receipt of Scrutinizer's Report at the Registered office of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.20microns.com.

By Order of the Board of Directors

Komal Pandey Company Secretary & Compliance Officer ACS: 37092

Place: Waghodia, Vadodara Date: 10th August, 2021

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

M/s. Y.S Thaker & Co., Cost Accountants have been reappointed as the Cost Auditors of the Company for the Financial Year 2021-22 by the Board of Directors of the Company at its meeting held on 28th June, 2021. The Board has on the recommendations of Audit committee fixed remuneration of ₹90,000/- (Rupees Ninety Thousand only) plus Govt. Levies/Taxes as applicable and out of pocket expenses at actual. XBRL conversion charges, if any, would be levied extra. In terms of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors as fixed by the Board of Directors shall be ratified by the members.

In view of the same the Board of Directors of the Company recommends passing of the proposed resolution.

None of the Directors/Key Managerial Personnel of the Company/ their relatives, in any way, concerned or interested, financially or otherwise in the Resolution set out at item No. 3 of the Notice.

Item Nos. 4 & 5

It may be re-called that Mr. Rajesh C. Parikh and Mr. Atil C. Parikh were re-appointed for a period of 3 years effective from 1st April, 2019 as the Chief Executive Officer & Managing Director & Managing Director of the Company respectively by the shareholders of the Company by way of passing respective special resolutions at the Annual General Meeting held on 19.09.2018. The term of their respective offices, therefore, would expire on 31st March, 2022.

Subsequently due to death of Mr. Chandresh Parikh, Mr. Rajesh C. Parikh has been appointed as Chairman and Managing Director of the Board.

Looking to the responsibilities undertaken and contributions made by the aforesaid Managerial Personnel viz., Mr. Rajesh C. Parikh, Chairman & Managing Director and Mr. Atil C. Parikh, CEO & Managing Director of the Company in development of the Company and on account of trends of improved qualities of Management viz. business acumen, sagacity, practical wisdom and such other qualities which they developed during the tenure of their respective offices, the Board of Directors of the Company at their meeting held on 28.06.2021, re-appointed the said Managerial Personnel, subject to the approval of the Shareholders, viz.-

• Mr. Rajesh C. Parikh as the Chairman & Managing Director and
• Mr. Atil C. Parikh as the CEO & Managing Director

for a further period of 3 [three] years commencing from 01st April, 2022 on the following terms & conditions including remuneration as recommended by the Nomination & Remuneration Committee of Directors of the Company:

Mr. Rajesh C. Parikh, the Chairman & Managing Director, shall report to Board of the Company and shall look after Purchase, Sales & Production matters and such other matters as may be assigned by the Board from time to time.

Mr. Atil C. Parikh, the CEO & Managing Director, shall report to Mr. Rajesh C Parikh, the Chairman & Managing Director of the Company and shall look after Marketing, Technical Matters, Finance, HR, Legal, Secretarial matters and such other matters as may be assigned by the Chairman and Managing Director from time to time.

• $2.$ The Managerial Personnel shall devote their entire time and attention for the business & operations of the Company.
• $3.$ The Managerial Personnel will not be paid any sitting fees for attending the meetings of Board of Directors or Committees thereof.
• As stipulated in Section 198(3) of the Companies Act, 4. 2013 read with Schedule V, they would receive minimum remuneration in absence or inadequacy of profits.
• 1. If the tenure of office is determined for any reason whatsoever before the expiration of their respective term. of offices, they shall be entitled to compensation for loss of office in accordance with Section 191 and Section 202 of the Companies Act, 2013.
• 1. Managerial Personnel shall maintain secrecy during the continuance of his employment.
• $7.$ The respective appointments of the Managerial Personnel may be terminated by giving 90 [ninety] days' notice on either side or equivalent payment of salary in lieu thereof.

Necessary Agreements for re-appointments of the above Managerial Personnel will be executed after approval of the shareholders.

The re-appointments of above Managerial Personnel are completely in accordance with the norms laid down in Schedule V to the Companies Act, 2013 and therefore approval of the Central Government would not be necessary. However, as per Part II - Section II of the Schedule V, approval of the shareholders would be necessary for such re-appointments.

The accompanying notice together with Explanatory Statement is to be treated as an abstract of the terms and memorandum of interest as required under the Companies Act, 2013.

A combined statement containing therein information as required under Schedule V of the Companies Act, 2013 including abstract of the terms of remuneration is reproduced hereunder.

Your Directors commend the special resolutions at Item Nos. 4 & 5 for your approval and acceptance.

Except, Mr. Rajesh C. Parikh, Mr. Atil C. Parikh and Mrs. Seial R. Parikh, none of the other Directors and Key Managerial Personnel and their relatives are concerned or interested in passing the special resolutions at items 4 & 5 above.

46 20 Microns Limited

COMBINED STATEMENT CONTAINING INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT. 2013

I. GENERAL INFORMATION:

• 1. Nature of industry: Manufacturing of Micronised Minerals & Specialty Chemicals.
• $\mathfrak{D}$ Date or expected date of commencement of commercial production: 29th June, 1987
• $3.$ Financial performance:

			(₹ In Lacs)
FinancialParameters	31.03.2021	31.03.2020	31.03.2019
Total Revenue	43795.07	49766.57	43830.80
Profit beforeDepreciation,Interest and Tax	5606.66	6644.49	6417.21
Net Profit for theyear	2245.15	2496.65	2171.28

Foreign investments or collaboration: $4.$

The Company has three Subsidiaries outside India viz. 20 Microns SDN. BHD., Malaysia; 20 Microns FZE, Sharjah and 20 Microns Vietnam Company Limited.Vietnam.

INFORMATION ABOUT THE APPOINTEES: Ш.

$\mathbf{L}$ Background details and Past Remuneration:

Mr. Rajesh C. Parikh, designated as the Chairman & Managing Director of the the Company, reports to the Board and looks after Production, Sales, Purchase matter and such other matters as may be assigned by the Board from time to time. Prior to this re-appointment, he was serving as the CEO & Managing Director drawing remuneration within the overall ceiling limit of ₹5.33 Lakh per month.

Mr. Atil C. Parikh, designated as the CEO & Managing Director of the Company, reports to the Chairman and Managing Director and looks after Marketing, Technical matters, Finance, HR, Legal & Secretarial matters and such other matters as may be assigned by the Chairman and Managing Director from time to time. Prior to this re-appointment, he was serving as the Managing Director drawing remuneration within the overall ceiling limit of ₹4.61 Lakh per month.

2. Job profile and his suitability :

Mr. Rajesh C. Parikh holds First Class Degree in Mechanical Engineering besides, Master in Business Administration. He started his career as a Trainee Engineer in Jyoti Limited for about 8 months and thereafter, associated with the Company and held, on a part time basis, few assignments for a new project to establish for China Clay. At the young age of 27, he joined the Board and was in charge of Technical Operations and Marketing of the products of the Company. His exposure to consumer industry brought in him insight for business and industry. He started taking keen interest in Administration too

Mr. Atil C. Parikh, aged 44 years, holds a Bachelor's degree in Chemical Engineering from Gujarat University. He then began his career working as a Management Trainee with 20 Microns Limited in 1999-2000. Later, he relocated to USA and completed his MBA with Finance specialization from California. On completion of MBA, he joined a Financial Services firm, The Tax Credit Company, where he held a position of a Management Analyst in 2003 and worked for 2 years contributing to various aspects of the industry ranging from Marketing, Analysis, HR and Operations. In the year 2005, he rejoined the Company as Management Analyst. He contributed in developing certain strategies and revamping few departments within the organization. He was later on given full charge of the CNC division overlooking all the major activities within that division.

Both the above Managerial Personnel have vision and farsightedness, acquired business acumen and developed other qualities of Management which could not only lead them to greater heights, but have the potential to put the Company on a sound footing front, year on year.

Award/ Recognition Received 3.

Under the leadership of Mr. Rajesh C. Parikh and Mr. Atil C. Parikh, 20 Microns Ltd. has received recognitions and awards in the preceding years.

4. Remuneration proposed:

Abstracts of terms of Managerial Remuneration payable to the Managerial Personnel are given in the subsequent paras.

1. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:

Taking into consideration, the size of the Company, the profiles of Managerial Personnel, the responsibilities shouldered by them, the proposed remuneration is commensurate with the remuneration packages being paid to managerial personnel working in the similar position in the industry.

Pecuniary relationship directly or indirectly with 6. the company or relationship with the Managerial Personnel, if any

Both the above Managerial Personnel viz. Mr. Rajesh C. Parikh and Mr. Atil C. Parikh does not have any pecuniary interest in the Company other than holding their respective offices as such and as a shareholder of the Company. Mr. Rajesh C. Parikh and Mr. Atil C. Parikh are Brothers

ш OTHER INFORMATION:

Reasons of loss or inadequate profits, steps taken for improvement and expected increase in productivity:

Currently the Research and Development expenses, administrative and managerial overheads of the company etc. are more. Due to high R & D expenses and other overheads / expenses, the profitability of the Company is low.

However, the Company is in process of taking necessary steps to reduce / curtail its expenses thereby increasing the profitability.

IV. DISCLOSURE

As required by the Companies Act, 2103 the information is provided under Corporate Governance Report and Board's Report, forming part of this Annual Report.

ABSTRACTS OF THE TERMS OF MANAGERIAL REMUNERATION PAYABLE TO THE MANAGERIAL PERSONNEL

$1.$ MR. RAJESH C. PARIKH

Period: From 01st April, 2022 to 31st March, 2025.

Remuneration:

• ï. Basic Salary: ₹6,03,123/- per month with annual increment up to 25% in the Basic Salary as may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.
• Н. Perquisites: 19.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Rajesh C. Parikh.
• III. Company's contribution to Provident Fund, Gratuity and such other benefits as are available to other employees of the Company as per the Company's rules.
• $W$ He may be entitled to other benefits as may be available to senior executives.

MR. ATIL C. PARIKH $2.$

Period: From 01st April, 2022 to 31" March, 2025.

Remuneration:

• $\mathbf{L}$ Basic Salary: ₹5,45,080/- per month with annual increment up to 25% in the Basic Salary as may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.
• Ш. Perquisites: 19.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Atil C. Parikh.
• III. Company's contribution to Provident Fund, Gratulty and such other benefits as are available to other employees of the Company as per the Company's rules.
• IV. He may be entitled to other benefits as may be available to senior executives.

Re-Appointments of each of the above Managerial Personnel is for a period of 3 [three years] effective 01st April, 2022. If the tenure of their respective offices is determined by any reason whatsoever before the expiration of his term of office, they shall be entitled to compensation for loss of office in accordance with the applicable provisions of the Companies Act, 2013. The said appointments may be terminated by giving 90 [ninety] days of notice on either side or equivalent payment of salary in lieu thereof.

Subject to the overall ceiling laid down in Section 197 read with Schedule V of the Companies Act, 2013, they would be entitled to receive commission on net profits or performance linked bonus for such an amount as may be determined by the Board of Directors of the Company year after year, however, in aggregate, the Commission, salary and perquisites in any event shall not exceeds the limit laid down in said Sections of the Act.

Pursuant to Section 198(3) of the Act, read with Schedule V, as amended, and subject to such approvals as may be necessary. the salary, perquisites and other emoluments may be paid as the minimum remuneration to above Managerial Personnel in absence of or inadequacy of profit in any financial year.

Item No. 6

Though day-to-day management is delegated to Executive Chairman and Managing Directors, the Non-Executive Directors play an important role of laying down policies and providing guidelines for conduct of Company's business time and again. By the valued contributions made by the Directors through their active participation in the meetings of the Board and its Committees, the Company has been progressing over the years. The rich experience of Directors in business, management and administration has led to sound decisions. The Directors are required to devote considerable time to provide and laydown the policies and guidelines to carry on the business competitively. It is appropriate that the services being rendered by them to the Company are recognized by way of remuneration.

In accordance with the provisions of Section 197 (1) (ii) (A) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, remuneration by way of commission upto 1% of the net profits may be paid to the Directors other than the Chairman & Managing Director and CEO & Managing Director, subject to the approval of shareholders.

Except immediate relatives of Non-Executive Directors, none of the Directors, Whole-time Directors and Key Managerial Personnel of the Company and their relatives are not concerned or interested, financially or otherwise in the special resolution at item 6 of the Notice.

Your Directors recommend the Resolution at item no. 6 to the notice, for your approval.

By Order of the Board of Directors

Komal Pandey Company Secretary & Compliance Officer ACS: 37092

Place: Waghodia, Vadodara Date: 10th August, 2021