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ACCELYA SOLUTIONS INDIA LIMITED Proxy Solicitation & Information Statement 2023

Jul 10, 2023

62253_rns_2023-07-10_c6784788-81f6-4c16-93e9-dd3f99f98d46.pdf

Proxy Solicitation & Information Statement

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Accelya Solutions India Limited Regd. Office: 5[th] & 6[th] Floor, Building No. 4, Raheja Woods, River Side 25A, West Avenue, Kalyani Nagar, Pune 411 006 CIN: L74140PN1986PLC041033 T: +91 20 6608 3777 w3.accelya.com

10 July, 2023

The Manager, Deputy General Manager, Listing Department, Corporate Relationship Department, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5[th] Floor, Phiroze Jeejeebhoy Towers, Plot No. C-1/ G Block, Dalal Street, Fort, Bandra- Kurla Complex, Mumbai – 400 001 Bandra (East) Mumbai – 400 051 Scrip Code: ACCELYA Scrip Code: 532268

Dear Sir/ Madam,

Sub: Postal Ballot Notice under Section 110 of the Companies Act, 2013 to Members

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”), please find enclosed Postal Ballot Notice of the Company dated 27 June, 2023, being sent today to the Members by email seeking approval by way of a special resolution for appointment of Ms. Meena Jagtiani (DIN: 08396893) as an Independent Director.

The postal ballot notice is being sent to the Members whose names appear in the Register of Members / record of Depositories as on Friday, 30 June, 2023 (“cut-off date”). Members as on the cut-off date would be entitled to vote by way of remote e-voting. In compliance with Regulation 44 of the Listing Regulations, and provisions of the Section 110 of the Companies Act, 2013 read with the Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (‘SEBI Circulars’), the resolution appended in the attached postal ballot notice is proposed to be passed only through electronic means (‘Remote e-voting’). Key details and events date relevant to postal ballot are as under:

accelya.com

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Sr.
No.
Particulars Dates
1 Cut-off Date for sending Postal
Ballot Notice to shareholders
Friday, 30 June, 2023
2 Date
of
Commencement
of
Remote e-voting

Tuesday, 11 July, 2023 at 9.00 a.m.
3 Date of Ending of Remote e-voting Wednesday, 9August,2023 at 5.00 p.m.
4 Date of Declaration of Results of
Postal Ballot/Remote e-voting
On or before Friday, 11 August, 2023.
5 Remote e-votingAgency KFin Technologies Limited
6 E-votingwebsite https://evoting.kfintech.com
7 Scrutinizer for conducting the
Postal Ballot/E-voting
Nilesh A. Pradhan & Co. LLP, Practicing
CompanySecretaries(FCS No. 5445 CP No. 3659)

The attached postal ballot notice, along with the explanatory statement, is being uploaded on the website of the Company at w3.accelya.com and on the website of KFin Technologies Limited https://evoting.kfintech.com.

We request you to take the above information on your record.

Thanking you, For Accelya Solutions India Limited

NINAD Digitally signed by NINAD GAJANAN UMRANIKAR DN: c=IN, o=PERSONAL, pseudonym=2c4b597486da0d42872e8759aa91cb862ab85f51bbf6e5915c9f09c20dbd GAJANAN UMRANIKAR c350, postalCode=411038, st=MAHARASHTRA, serialNumber=333dd841923bc510fe27af546049f76c32828bc554caf11d74c0874e396706ff, cn=NINAD GAJANAN UMRANIKAR Date: 2023.07.10 16:12:17 +05'30' Ninad Umranikar Company Secretary Membership No.: A14201

accelya.com

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Accelya Solutions India Limited

Regd. Office: 5[th] & 6[th] Floor, Building No. 4, Raheja Woods, River Side 25A, West Avenue, Kalyani Nagar, Pune 411 006 (India)

CIN: L74140PN1986PLC041033 T: +91 20 6608 3777 F: +91 20 2423 639

Email: [email protected] website: w3.accelya.com

Postal Ballot Notice

Dear Member,

NOTICE is hereby given pursuant to Section 110 read Section 108 and other applicable provisions, if any, of the Companies Act, 2013, ( “Act” ), Rules 20 and 22 of the Companies (Management and Administration Rules), 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) (“ the Rules ”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India ( “SS-2” ) to the extent applicable, and any other applicable laws and regulations, that the special resolution appended below is proposed to be passed by way of postal ballot only by voting through electronic means (‘remote e-voting’).. The draft resolution and the statement pursuant to section 102 of the Act setting out all the material facts and reasons for the proposal appended hereto is being sent to you for casting your votes through remote e-voting.

In compliance with regulation 44 of the Listing Regulations and pursuant to the provisions of sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its Members to enable them to cast their votes electronically. Accordingly, the assent or dissent of Members on the resolutions mentioned in the Postal Ballot Notice would only be taken through the remote e-voting system. The instructions for remote e-voting are appended to the Notice.

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. IST on Wednesday, 9[th] August, 2023, failing which it will be strictly considered that no reply has been received from the Member.

The Board of Directors has appointed Nilesh A. Pradhan & Co., LLP, Company Secretaries as scrutinizer (“ Scrutinizer ”) for conducting the postal ballot voting process in a fair and transparent manner.

1

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Managing Director of the Company or a person authorized by him. The results of Postal Ballot shall be declared as per the statutory timelines. The results along with the Scrutinizer’s report will also be posted on website of the Company.

The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e. Wednesday, 9[th] August, 2023.

By Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201 Place: Mumbai Date: 27[th] June, 2023

SPECIAL BUSINESS

1. Appointment of Ms. Meena Jagtiani as an Independent Director.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or reenactment thereof for the time being in force) (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Ms. Meena Jagtiani (DIN: 08396893) who was appointed as Additional Director (Non-Executive Independent) with effect from 27 June, 2023 by the Board and who has submitted a declaration that she meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) ("Listing Regulations") and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Ms. Meena Jagtiani’s candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from 27 June, 2023 up to 26 June, 2028.

“RESOLVED FURTHER THAT pursuant to the provisions of Section 197 and any other applicable provisions of the Act and Regulation 17(6) of the Listing Regulations, Ms. Meena Jagtiani may be paid such remuneration by way of commission for each financial year during which she continues as an Independent Director of the Company and in such a manner as the Board may from time to time determine within the overall maximum limit of 1% (one percent) of the net profits of the Company for that financial year computed in accordance with the provisions of Section 198 of the Act or such other percentage as may be specified by the Act from time to time in this regard.

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“RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to Ms. Meena Jagtiani for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses, if any, for participation in the meetings of the Board or any other meetings.

“RESOLVED FURTHER THAT the Board and / or Company Secretary of the Company, be and are/is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By Order of the Board of Directors For Accelya Solutions India Limited

Ninad Umranikar Company Secretary Membership No.: ACS14201

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NOTES:

  • (1) The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) stating all material facts and the reasons for the proposal set out in Resolution at Item Nos. 1 is annexed herewith.

  • (2) The Postal Ballot Notice is being sent by electronic means to the members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, 30[th] June, 2023 (“cut-off date”).

  • (3) In accordance with the MCA Circulars, the Company is sending this Notice electronically to all the Members whose e-mail addresses are registered with the Company or with the depositories / depository participants or with the Company’s Registrar and Transfer Agent i.e., KFin Technologies Limited (“KFintech”), and expresses its inability to dispatch hard copies of the Notice along with Postal Ballot form and postage prepaid self-addressed business reply envelope to the Members whose email addresses are not registered. In order to ensure that such Members are able to cast their votes electronically and receive future notices from the Company electronically, the Company has made special arrangement with KFintech for registration of email addresses in terms of the MCA Circulars.

  • (4) A member cannot exercise his vote by proxy on Postal Ballot. All Members are requested to cast their votes only through remote e-voting as per the procedure provided herein.

  • (5) Resolution passed by Members through Postal Ballot is deemed to have been passed as if they have been passed at a General Meeting of the Members.

  • (6) All the documents referred to in the Explanatory Statement will be available for inspection at the registered office of the Company between 10.00 a.m. to 5.00 p.m. Monday to Friday except for any intervening public holiday and will also be uploaded on the website of the Company.

  • (7) This Notice is also hosted on the website of the Company and will remain on the website https://w3.accelya.com/investors/ and KFintech’s e-voting website: https://evoting.kfintech.com till the last date specified for remote e-voting.

  • (8) The voting period commences from 9.00 a.m. (IST) on Tuesday, 11[th] July, 2023 and ends at 5.00 p.m. (IST) on Wednesday, 9[th] August, 2023. During this period, members of the Company holding shares as on the cut-off date may cast their vote. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Voting shall not be allowed beyond the aforementioned date and time.

  • (9) The last date for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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  • (10) The Scrutinizer will submit his report to the Managing Director or any person duly authorized by him and the result of the voting by postal ballot will be announced by the Managing Director or any person duly authorized by him, on or before Friday, 11[th] August, 2023 and will be displayed on the website of the Company (https://w3.accelya.com/investors), besides being communicated to the stock exchanges and KFintech on the said date.

(11) Instructions for e-voting are provided below :

Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below (“remote e-voting’’). The Company has engaged the services of KFinTech as the agency to provide e-voting facility. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions given below. The remote e-voting facility will be available during the following voting period: Tuesday, 11[th] July, 2023 (9:00 a.m. onwards) till Wednesday, 9[th] August, 2023 (upto 5.00 p.m.).

Remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period. Voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his share in the paid-up equity share capital of the Company as on the cut-off date.

Information and instructions for remote e-voting are as under:

  • I. Information and instructions for e-voting by members other than individuals holding shares of the Company in demat mode and all shareholders holding shares of the Company in physical mode :

  • In case a Member receives an e-mail from the Company / KFinTech [for Members whose e-mail addresses are registered with the Company / Depository Participant(s)]:

  • (a) Use the following URL: https://evoting.kfintech.com

  • (b) Enter the login credentials i.e. user id and password mentioned in the email. Your Folio No. / DP ID Client ID will be your User ID. However, if you are already registered with KFinTech for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.kfintech.com or contact toll-free numbers 1-800-309-4001 (from 9:00 a.m. to 6:00 p.m.) for your existing password.

  • (c) After entering these details appropriately, click on “LOGIN”.

  • (d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

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  • (e) You need to login again with the new credentials.

  • (f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Accelya Solutions India Limited .

  • (g) On the voting page, enter the number of shares as on the cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.

  • (h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

  • (i) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

  • (j) modify.

  • (k)

  • (l) Corporate / Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutiniser at e-mail id: [email protected] and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘Corporate Name EVENT No.’

  • In case of a Member whose e-mail address is not registered / updated with the Company / KFinTech / Depository Participant(s), please follow the following steps to generate your login credentials:

  • a) Members holding shares in physical mode, who have not registered / updated their email addresses with the Company, are requested to write to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or to KFinTech at [email protected]

  • b) Members holding shares in dematerialised mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register / update their email addresses with the Depository Participant(s) with whom they maintain their demat accounts.

  • (c) credentials to your registered email address.

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  • (d) Follow the instructions at (A) (a) to (l) above to cast your vote.

details of the folio which may be used for sending further communication(s).

  • (e) In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members at https://evoting.kfintech.com/public/Faq.aspx or call KFinTech on 1-800-3094001 (toll free)

II Procedure to login through websites of Depositories

Shareholders Login Method Login Method Login Method
Shareholders
holding
securities in demat mode
with NSDL
A.
1.
2.
3.
Users registered for NSDL IDeAS facility:
Open
web
browser
by
typing
the
following
URL:
https://eservices.nsdl.com/either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
Beneficial Owner” icon under “Login” which is available under “IDeAS
section.
A new screen will open. Enter your User ID and Password. After
successful authentication, you will be able to see e-voting services. Click on
“Access to e-voting” under e-voting services and you will be able to see
e-voting page.
Click on options available against Company name or e-voting service
provider and you will be re-directed to e-voting website for casting your
vote during the remote e-voting period.
B. Users not registered for IDeAS e-Services:
Option to register is available athttps://eservices.nsdl.com.
Select
“Register
Online
for
IDeAS”
Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
C.
i)
ii)
iii)
C. Visit the e-votingwebsite of NSDL
After successfully registering on IDeAS, 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. Once the home page of e-voting system is launched, click on the
icon “Login” which is available under ‘Shareholder/ Member’ section.
A new screen will open. Enter your User ID (i. e. your sixteen digit
demat account number held with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will
be redirected to NSDL Depository site wherein you can see e-voting
page.
Click on options available against Company name or e-voting service
provider and you will be redirected to e-voting service provider
website for casting your vote during the remote e-Voting period.

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Shareholders Login Method Login Method Login Method
Shareholders
holding
securities in demat mode
with CDSL
A. Users who have opted for Easi/Easiest:
1. Shareholders can login through their user ID and password. Option
will be made available to reach e-voting page without any further
authentication. The URL for users to login to Easi/ Easiest are
https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com
and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see
the e-voting Menu. The Menu will have links of e-voting service provider
i.e. NSDL. Click on NSDL to cast your vote.
A. Users who have opted for Easi/Easiest:
B. Users who have not opted for Easi/Easiest:
Option to register for Easi/Easiest is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
C. Visit the e-votingwebsite of CDSL
1. Alternatively, the user can directly access e-voting page by providing
demat Account Number and PAN from a link inwww.cdslindia.com
home page. The system will authenticate the user by sending OTP on
registered Mobile and e-mail as recorded in the demat Account.
2. After successful authentication, user will be provided links for the
respective ESP where the e-voting is in progress.
Shareholders (holding
securities in demat mode)
login through their
depository participants
1. Shareholders can also login using the login credentials of their demat
account through their Depository Participant registered with
NSDL/CDSL for e-voting facility. After logging, you will be able to see
e-voting option.
2. Once you click on e-voting option, you will be redirected to NSDL/ CDSL
Depository site after successful authentication, wherein you can see e-
voting feature.
3. Click on options available against Company name or e-voting service
provider-NSDL and you will be redirected to e-voting website of NSDL
for casting your vote during the remote e-voting period or joining
virtual meeting & voting during the meeting.
Individual
Shareholders
(holding
securities
in
demat
mode)
login
through their depository
participants
1. Shareholders can also login using the login credentials of their demat
account through their DP registered with NSDL/ CDSL for e-voting
facility. Once logged in, you will be able to see e-voting option.
2. Once you click on e-voting option, you will be redirected to NSDL/ CDSL
Depository site after successful authentication, wherein you can see e-
voting feature.
3. Click on company name or e-voting service provider name and you will
be redirected to e-voting service provider website for casting your vote
during the remote e-voting period.

8

For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are requested to get their email addresses registered with KFin, on a temporary basis, by following the procedure mentioned below:

a) Visit the link https://ris.kfintech.com/clientservices/postalballot/

b) Select the Company Name i.e., Accelya Solutions India Limited

c) Select the Holding type from the drop down i.e. - NSDL/CDSL/Physical

  • d) Enter DP ID – Client ID (in case shares are held in electronic form)/Physical Folio No. (in case shares are held in physical form) and PAN.

  • e) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.

  • f) In case of shares held in physical form where PAN details are not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.

g) Enter the email address and mobile number.

  • h) System will validate DP ID – Client ID/Folio No. and PAN or Share Certificate No., as the case may be, and send OTP at the registered Mobile number as well as email address for validation.

  • i) Enter the OTPs received by SMS and email to complete the validation process. OTPs will be valid for 5 minutes only.

  • j) The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the member.

  • k) Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email address with their DPs permanently, so that all communications are received by them in electronic form.

  • l) In case of queries, members are requested to write to [email protected] or call at the tollfree number 1800-309-4001.

Important note

Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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Members facing any technical issue - NSDL Members facing any technical issue – CDSL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
helpdesk. [email protected] or contact at 022-
23058738 or 022-23058542-43.

10

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 to resolutions set out at Item No. 1 of the Postal Ballot Notice

As required by Section 102 of the Companies Act, 2013 (Act), the following statement sets out all material facts relating to the business mentioned under Item No. 1 of the Notice:

Item no. 1

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed Ms. Meena Jagtiani (DIN: 08396893) as an Additional Director designated as an Independent Director from 27[th] June, 2023, subject to approval of shareholders through special resolution.

In the opinion of the Board, Ms. Jagtiani fulfils the conditions for independence specified in the Act, the Rules made thereunder and the SEBI (LODR) Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company. The Board noted that Ms. Jagtiani’s skills, background and experience are aligned to the role and capabilities identified by the NRC and that Ms. Jagtiani is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Ms. Jagtiani is justified as she has extensive experience and knowledge in sales & marketing, strategy consulting and human resources.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from 1[st] January, 2022, approval of shareholders for appointment of a person on the Board of Directors is required to be obtained at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has received notice from a Member under Section 160 of the Act, signifying his intention to propose the candidature of Ms. Meena Jagtiani for the office of Independent Director of the Company.

Profile of Ms. Meena Jagtiani

Ms. Meena Jagtiani, 57, has over 3 decades of multi sectoral, cross functional and geographically diverse experience with leading organizations. She has an MBA from the Symbiosis Institute of Business Management and has also completed an Executive Development Program from Wharton School of Business, University of Pennsylvania. She has worked with marquee organizations like Aditya Birla Group, IBM Daksh, Korn/Ferry, A F Ferguson and CMC Ltd. among others. She brings a unique experience in Sales & Marketing, Strategy Consulting and Human Resources. Currently, she is an Independent Board Director & Leadership Coach. Ms. Meena Jagtiani does not hold any equity shares of the Company.

None of the Directors and/or Key Managerial Personnel of the Company and / or their respective relatives, other than Ms. Meena Jagtiani herself, are concerned or interested, either directly or indirectly, in the resolution set out at Item no. 1 of the Notice.

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for approval of the Members.

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ANNEXURE

Details of Ms. Meena Jagtiani seeking appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 (SS-2) with respect to Director seeking appointment is as under:

Name of Director Meena Jagtiani
DIN 08396893
Nationality Indian
Date of Birth 13 December 1965
Date of Appointment 27thJune,2023
Qualification Master in Business Administration
Expertise in specific functional area Sales & Marketing, Strategy Consulting and
Human Resources
Directorships held including listed entities 3
Sheela Foam Limited
Morton Foods Limited
Svatantra Microfin Private Limited
Memberships / Chairmanships of Committees of other
public companies (includes only Audit Committee and
Stakeholders’ RelationshipCommittee)
Ms. Meena Jagtiani is Chairperson of
Stakeholder Committee of Sheela Foam
Limited
Relationship between Directors, Manager and other
KeyManagerial Personnel inter-se
NIL
Shareholdingin the Company NIL
Skills and capabilities required for the role and the
manner in which the proposed person meets such
requirements
Please refer to the explanatory statement
Remuneration proposed to be paid The shareholders, at the 34thAGM held on
28thOctober, 2020, approved a sum not
exceeding 1% of the net profit of the
Company
per
annum,
calculated
in
accordance with the provisions of section
198 of the Companies Act, 2013, to be paid
and distributed to independent directors of
the Company in a manner to be decided by
the Board from time to time. Independent
Directors are paid remuneration within the
aforesaid limit.
Listed Entities from which Ms.Meena Jagtiani has
resigned as Director inpast 3years
None

By the Order of the Board of Directors NINAD GAJANAN UMRANIKAR Digitally signed by NINAD GAJANAN UMRANIKAR DN: c=IN, o=PERSONAL, pseudonym=2c4b597486da0d42872e8759aa91cb862ab85f51bbf6e5915c9f09c20dbdc350, postalCode=411038, st=MAHARASHTRA, serialNumber=333dd841923bc510fe27af546049f76c32828bc554caf11d74c0874e396706ff, cn=NINAD GAJANAN UMRANIKAR Date: 2023.07.10 16:13:20 +05'30' Ninad Umranikar Company Secretary Membership No.: A14201

Place: Mumbai Date: 27[th] June, 2023

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