Aaron Industries Limited — Proxy Solicitation & Information Statement 2020

Jul 27, 2020

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27[th] July, 2020

To, The Manager - Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

Symbol: AARON

Subject: Dispatch of Postal Ballot notice

Dear Sir/Madam,

In continuation to our earlier letter dated 20[th] July, 2020 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, we enclose herewith the notice of Postal Ballot for considering (1) Migration of Listing / trading of Equity Shares of the Company from NSE SME Platform i.e. Emerge to Main Board of NSE and (2) Alteration of the object clause of the Memorandum of Association of the Company, by way of Postal Ballot remote e-voting. Further, this is to inform you that, the Company has completed dispatch of said Postal Ballot notice vide e-mail on 25[th] July, 2020.

The Postal Ballot Notice are sent by email to all the Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, 17[th] July, 2020 (“Cut-off date”) to their registered email addresses in accordance with Circular No. 14/2020 dated 8[th] April, 2020, Circular No. 17, 2020 dated 13[th] April, 2020 and 22/2020 dated 15[th] June, 2020 issued by the Ministry of Corporate Affairs (“MCA Circulars”).

Further, pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company is pleased to provide to the members e-voting facility through Central Depository Services (India) Limited ("CDSL") to exercise the right to vote on Ordinary/Special Resolutions to be considered through Postal Ballot remote e-voting.

Calendar of Events for Postal Ballot/ E-voting is as follows:

Calendar of Events for Postal Ballot/ E-voting is as follows:
Particulars	Proposed Date and Day of Events
Date of Board Meeting to consider the matter for Postal Ballot and submit outcome of meetingto the Stock Exchange	20thJuly, 2020 Monday
Date of approval of Postal Ballot Notice	20thJuly, 2020 Monday

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Date of appointment of Scrutinizer 20 [th] July, 2020
Monday
Cut-off date for ascertaining the list of shareholders to whom notice 17 [th] July, 2020
of Postal Ballot will be sent and also for reckoning voting rights Friday
Date of completion dispatch of Postal Ballot Notice to Shareholders 25 [th] July, 2020
Saturday
Commencement of Postal Ballot remote E-voting 28 [th] July, 2020
Tuesday
Conclusion of Postal Ballot remote E-voting 26 [th] August, 2020
Wednesday
Declaration of Results by the Chairman 28 [th] August, 2020
Friday
Submission of Voting Results to the Stock Exchange 28 [th] August, 2020
Friday
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You are requested to take the same on record.

Thanking you,

Yours faithfully,

For Aaron Industries Limited

Digitally signed by Tank Tank Ankitkumar Ankitkumar Lavjibhai Lavjibhai Date: 2020.07.27 12:02:22 +05'30'

Ankitkumar Tank

Company Secretary & Compliance Officer

Encl: as above

AARON INDUSTRIES LIMITED

Registered office: B-65 &66, Jawahar Road No. 4, Udhyog Nagar, Udhana, Surat – 394210, Gujarat, Phone: 0261-2278410, E-Mail: info1@aaronindustries.net, Website: www.aaronindustries.net

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and General Circular No. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 and 22/2020 dated 15[th] June, 2020 issued by the Ministry of Corporate Affairs]

Notice is hereby given pursuant to the provisions of Section 108 & Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) ( “ the Act ’ ), read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), (the “ Rules ” ) read with the General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No. 17/2020 dated 13[th] April, 2020 and General Circular No. 22/2020 dated 15[th] June, 2020, in relation to “ Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID- 19 ” issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ” ), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Secretarial Standard - II on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and pursuant to other applicable laws and regulations, to transact the special business as set out hereunder by passing Special Resolution through postal ballot (only through the remote e-voting process).

The proposed Special Resolutions and Explanatory Statement setting out material facts as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars are appended below seeking consent of the Members of Aaron Industries Limited through remote e-voting. In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules and the MCA Circulars, the Company has extended remote e-voting facility as the only medium to its Members to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to this Postal Ballot Notice.

The Board of Directors of the Company has appointed Mr. Dhiren R. Dave, Practicing Company Secretary as the Scrutinizer, for conducting the Postal Ballot only through the electronic voting process, in a fair and transparent manner.

You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 p.m. on Wednesday, 26[th] August, 2020. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.

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After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairman of the Company. The results of the voting conducted through postal ballot (through the remote e-voting process) will be announced by the Chairman/ Company Secretary on the website of Aaron Industries Limited (www.aaronindustries.net) and communicated to the Stock Exchange on or before Friday, 28[th] August, 2020. The said results along with the Scrutinizer ’ s Report will also be displayed on the website of Aaron Industries Limited (www.aaronindustries.net) and communicated to the Stock Exchange.

The resolution, if approved, shall be deemed to have been passed on the last date specified by the Company for receipt of vote.

SPECIAL BUSINESSES:

1. Migration of Listing / trading of Equity Shares of the Company from NSE SME Platform i.e. Emerge to Main Board of NSE:

To consider and, if thought fit, to give assent or dissent, to the following resolution to be passed as a Special Resolution :

Note : In accordance with Regulation 277 of the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by Shareholders other than Promoters in favour of the proposal amount to at least two times the number of votes cast by Shareholders other than Promoter Shareholders against the proposal.

“RESOLVED THAT pursuant to the Regulation 277 and other relevant provisions, laid down in Chapter IX of the SEBI (Issue of capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, the consent of the members of the company be and is hereby accorded for purpose of migration of the Company’s present listing from SME platform (Emerge) of National Stock Exchange of India (NSE) to Main Board of National Stock Exchange of India (NSE).

RESOLVED FURTHER THAT the Board of directors and the Company Secretary of the company be and are hereby authorized jointly and/or severally to deal with any Government or semi government authorities or Other concerned intermediaries including but not limited to the National Stock Exchange of India Limited., Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the company's present listing from SME Platform (EMERGE) of NSE to Main Board of NSE.

RESOLVED FURTHER THAT the Board of directors and the Company Secretary of the company be and are hereby jointly and/or severally authorized to do all such acts and

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things as may be necessary and expedient to give effect to the above resolution on behalf of the Company.”

2. Alteration of the object clause of the Memorandum of Association of the Company:

To consider and, if thought fit, to give assent or dissent, to the following resolution to be passed as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 13, Section 4 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to the necessary approvals, consents, permissions and sanctions required, if any, by the Registrar of Companies, Gujarat and any other appropriate authority, consent of the members be and is hereby accorded for alteration of the Main Object Clause of the Memorandum of Association of the Company by inserting the following new clauses after existing sub clause (3) of clause III(A) therein:

1. To carry on in India or elsewhere the business of assembling, repairing, fabricating, converting, improving, handling, insulating, reconditioning, punching, welding, fixing, concreting, erecting, dismantling, and to act as manufacturer, agent, broker, stockist, wholesalers, retailers, service providers, commission agents, distributor, dealers, jobworker, contractor, franchiser, supplier, exporters, importers and otherwise to deal in all shapes, sizes, strengths, dimensions, descriptions, specifications and grades of iron & steel structures used in public utilities, machinery, electrical equipment, building, hospital, power station & lines, transportation, railway, defence, tunnel, dam.

2. To manufacture, trade, jobwork, import, export, buy, sell, make alteration or modifications, additions or otherwise deal in all types of press plate used in manufacturing laminates sheet, solid surface sheets, plywood sheets, particle boards, insulated boards and other incidental products.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient, in the best interest of the Company, to accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other Authority arising from or incidental to the said amendment.”

Registered Office:

B-65 & 66, Jawahar Road No. 4, Udhyog Nagar, Udhana, Surat – 394210, Gujarat

Date: 20/07/2020 Place: Surat

By order of the Board Directors Aaron Industries Limited

Ankitkumar Tank Company Secretary ACS No.: 46542

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Notes:-

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 stating all material facts, disclosure of interest, if any, and reasons thereof for the proposed resolutions is annexed hereto and forms a part of this Notice.

2. The Postal Ballot Notice is being sent electronically (by e-mail to those members who have registered their e-mail IDs with the Company) to those Shareholders whose names appear in the Register of Members / Record of Depositories as on Friday, 17[th] July, 2020 ( “ Eligible Members ” ). A copy of this Postal Ballot Notice is also available on the website of the Company at www.aaronindustries.net.

3. This Postal Ballot Notice is being sent, by e-mail, only to those Eligible Members who have registered their e-mail ID with the Company, the Depositories or with the depository participant.

4. In compliance with the provisions of Sections 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Management & Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing agreement entered with the Stock Exchange, the Company is pleased to offer e-voting facility to all members of the Company. The Company has entered into an agreement with Central Depository Services (India) Limited ("CDSL") for facilitating remote e-voting through CDSL E-voting services.

5. On account of the threat posed by COVID-19 and in terms of the MCA Circulars, The Company will send this postal ballot notice in electronic form only. The hard copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for the postal ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only.

6. Procedure for registration of e-mail address by the Members of the Company: -

For Temporary Registration: The Members of the Company holding equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with the RTA /Bigshare Services Private Limited by clicking the link: https://www.bigshareonline.com//InvestorRegistration.aspx and follow the registration process as guided therein. The members are requested to provide details such as Name, Address, DPID, Client ID/ Folio No., PAN. Post successful registration of the e-mail address, the member would get soft copy of the Postal Ballot Notice and the procedure for e-voting along with the user-id to enable e-voting for the Postal Ballot. In case of any query, a member may send an e-mail to RTA at investor@bigshareonline.com and/or to the Company at info1@aaronindustries.net.

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For Permanent Registration: It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) and in respect of physical holdings, with the RTA of the Company by following the procedure prescribed by the Depository Participant or the RTA, respectively.

Validation of e-mail ids: Those members who have already registered their e-mail address are requested to keep their e-mail addresses validated with their Depository Participants / the Company’s RTA, to enable servicing of notices / documents / Annual Reports electronically to their e-mail address.

1. There will be one e-voting for every folio no. / Client ID irrespective of the number of joint holders.

2. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.

3. All relevant documents referred to in the accompanying Explanatory Statement are open for inspection at the Corporate Office of the Company on all working days (Monday to Saturday) between 10:00 a.m. to 5:00 p.m. up to Wednesday, 26[th] August, 2020 (i.e. the last date for receiving of e-votes). E-voting shall be disabled by CDSL at 05:00 P.M. (IST) on Wednesday, 26[th] August, 2020.

4. The voting period begins on Tuesday, 28[th] July, 2020 at 9:00 a.m. and ends on Wednesday, 26[th] August, 2020 at 5:00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form as on the cut-off date of Friday, 17[th] July, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

5. The Board of Directors vide resolution passed in the Board Meeting dated 20[th] July, 2020 has appointed Mr. Dhiren R. Dave, Practicing Company Secretary as Scrutinizer for conducting the voting through Postal Ballot. The Scrutinizer ’ s decision on the validity of the Postal Ballot shall be final and binding.

6. Upon completion of scrutiny of electronic responses, the Scrutinizer will make Scrutiniser ’ s Report of the total votes cast in favour or against, if any, forthwith to Mr. Amar Doshi, Chairman of the Company or in his absence, any other person authorized, who shall countersign the same and declare the result of the voting.

7. As per the provisions of Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015, the result of the Postal Ballot will be announced by Friday, 28[th] August, 2020 at the Registered Office of the Company and will be displayed at the notice board at Corporate Office of the Company. The result of the Postal Ballot will also be communicated to National Stock Exchange of India Limited (NSE). The result shall also be posted on the Company ’ s website, www.aaronindustries.net and on the website of CDSL.

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1. In case of any query or grievance, members may contact the following:

Mr. Ankitkumar Tank

Company Secretary and Compliance Officer, Aaron Industries Limited,

– B-65 & 66, Jawahar Road No. 4, Udhyog Nagar, Udhana, Surat 394210, Gujarat E-mail ID info1@aaronindustries.net

1. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e., 17[th] July, 2020.

2. The resolutions will be taken as passed effectively on the date of announcement of the result, if the result of the Postal Ballot indicates that the requisite majority of the members of the Company have assented to the resolutions. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of vote i.e. Wednesday, 26[th] August, 2020.

3. The way to vote electronically on CDSL e-voting system are mentioned below:

4. i. The shareholders should log on to the e-voting website www.evotingindia.com. ii. Click on Shareholders.

5. iii. Now Enter your User ID

   • a) For CDSL: 16 digits beneficiary ID,

   • b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

   • c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

6. iv. Next enter the Image Verification as displayed and Click on Login.

7. v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

8. vi. If you are a first time user follow the steps given below:

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For Members holding shares in Demat Form and Physical Form
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	For Members holdingshares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. The Sequence Number is printed on Ballot form attached herewith. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

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Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (ii & iii).

vii. After entering these details appropriately, click on “SUBMIT” tab. viii. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e- voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. ix. For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice. x. Click on the EVSN for the Aaron Industries Limited. xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xiii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. xvii. Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile. xviii. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on towww.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

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• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

Explanatory statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1:

The Company’s shares have been listed on NSE SME Emerge platform since 3[rd] September, 2018. During listing period, the Company has gained a good experience in terms of Corporate Governance practices and Board procedures. Further, the business of the Company has also been increased. The listing of the Company has helped Company in many aspects like enhanced branding, better transparency and accountability and overall wealth creation of the stakeholders.

As per the Regulation 277 laid under Chapter IX of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI circular dated 18[th] May, 2010 and National Stock Exchange circular NSE/SME/37551 dated 18[th] April, 2018, An issuer whose specified securities are listed on a SME Platform can migrate to the Main Board after completion of two years of listing on SME platform subject to fulfillment of other Main Board listing Conditions.

Presently, the paid up Capital of the Company is Rs. 5,26,11,140/- and the Shares of the Company are also listed on SME platform of National Stock Exchange of India Limited (NSE SME Emerge) since 3[rd] September, 2018. The Company will complete 2 years of listing of shares on the NSE SME Emerge platform on 2[nd] September, 2020. Thus, after fulfilling of all conditions of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, the Company will be eligible to migrate to Main Board of NSE.

The members are therefore requested to accord their approval for the purpose of migration of the Company ’ s present listing from NSE SME Emerge Segment to Main Board of NSE as set out in the resolution.

Pursuant to Section 102 of Companies Act, 2013, The Board of Directors of the Company do hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise in the aforesaid resolution except to their shareholding, if any, in the company.

The Board of Directors of the Company recommended passing resolution set out in Item No. 1 of the Notice as Special Resolution.

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Item No. 2:

The Company is presently engaged in the business of Manufacturing and Trading of elevator Parts and Polishing of Stainless Steel Sheet. Having regard to the technical experience and financial resource of the Company, the Directors consider that the business activities set out in the Special Resolution are capable of being conveniently or advantageously combined with the business presently carried on by the Company, economically and efficiently. To this end, it is proposed to alter Clause III (A) of the Company's Memorandum of Association, by inserting therein, after the present sub-clause (3) thereof, new sub-clauses (4) and (5) set out in the text of the Special Resolution submitted with the Notice.

Section 13 of the Companies Act, 2013 requires a Special Resolution for the alteration of the Main Object Clause of the Memorandum of Association of the Company.

A copy of the existing Memorandum of Association of the Company along with the proposed draft amendments are available for inspection at the Registered Office of the Company on any working days during business hours.

None of Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise in the aforesaid resolution except to their shareholding, if any, in the company.

The Board of Directors of the Company recommended passing resolution set out in Item No. 2 of the Notice as Special Resolution.

Registered Office:

B-65 & 66, Jawahar Road No. 4, Udhyog Nagar, Udhana, Surat – 394210, Gujarat

By order of the Board Directors Aaron Industries Limited

Ankitkumar Tank

Date: 20/07/2020 Place: Surat

Company Secretary ACS No.: 46542

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