Ador Welding Ltd. — AGM Information 2022

Jul 1, 2022

https://www.adorwelding.com/wp-content/uploads/2022/07/ADOR-Annual-Report-2021-22_Notice.pdf

69[th] AGM Notice for FY 2021-22

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NOTICE OF 69[TH] ANNUAL GENERAL MEETING

To,

The Members,

ADOR WELDING LIMITED

Notice is hereby given that the 69[th] (Sixty Ninth) Annual General Meeting (AGM) of the Members of ADOR WELDING LIMITED will be held through Video Conferencing on Wednesday, 27[th] July, 2022 at 11:00 am, to transact the following business:-

Mumbai, as the Cost Auditors of the Company, to conduct the audit of the Cost Records of the Company for the Financial Year 2022-23, be and is hereby ratified;

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or the Company Secretary & Compliance officer, be and are hereby severally authorized to do all such acts & take all such steps, as may be considered necessary, proper or expedient to give effect to this Resolution.”

ORDINARY BUSINESS:

1. To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2022, together with the Reports of the Board of Directors and the Auditors thereon.

2. To consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2022, together with the Report of the Auditors thereon.

3. To declare dividend on Equity Shares for the financial year ended 31[st] March, 2022.

4. To appoint a Director in place of Dr. Deep A. Lalvani (DIN: 01771000), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

5. To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION :-

Ratification of remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor for the financial year 2022-23

“ RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, remuneration of Rs. 5,50,000/- (Rupees Five Lakhs Fifty Thousand Only) plus Tax as applicable, payable to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294),

6. To consider and, if thought fit, to pass the following resolution as SPECIAL RESOLUTION :-

Appointment of Mr. Navroze S. Marshall (DIN: 00085754), as an Independent Director of the Company

“ RESOLVED THAT pursuant to the provisions of Sections 150, 152, 161, 164 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Navroze S. Marshall (DIN: 00085754), who was appointed as an Additional Director of the Company by the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, with effect from 21[st] May, 2022 to hold office up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 from a Member proposing his candidature for / to the office of Director, be and is hereby appointed as an Independent Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 & 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be in force from time to time, Mr. Navroze S. Marshall (DIN: 00085754), Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office from 21[st] May,

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2022, for a term of 05 (five) consecutive years i.e. upto 20[th] May, 2027 and that he shall not be liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or the Company Secretary & Compliance Officer be and are hereby severally authorized to do all such acts & take all such steps, as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board

Vinayak M. Bhide

Head - Corp. Admin., Int. Audit, HR, Legal & Company Secretary Membership No. F5063

Mumbai, 20[th] May, 2022

CIN: L70100MH1951PLC008647

Registered Office:

Ador House, 6, K. Dubash Marg, Fort, Mumbai – 400 001-16, Maharashtra, India. Tel: +91 22 6623 9300, 2284 2525 Fax: +91 22 2287 3083 Web: www.adorwelding.com E-mail ID: investorservices@adorians.com

Notes:

• a. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has, vide its circular dated May 05, 2022 read with circulars dated January 13, 2021, May 05, 2020, April 13, 2020 & April 08, 2020 (collectively referred to as “MCA Circulars”), permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (VC), without the physical presence of the Members at a common venue upto December 31, 2022. In compliance with the said provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and MCA Circulars, the AGM of the Company is being held through VC.

• b. As per the provisions of Clause 3.A.II. of the General Circular No. 20/2020 dated May 05, 2020, the matters of Special Business, as appearing at Item Nos. 5 & 6 of the accompanying Notice, are considered to be unavoidable by the Board and hence, forming part of this Notice.

• c. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the abovementioned MCA Circulars through VC, physical attendance of the Members has been dispensed with. Accordingly, the facility for / of appointment of proxies by the Members will not be available for this AGM as well and hence the Proxy Form & Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC and participate there at and cast their votes through e-voting.

• d. Members will be provided with a facility to attend the AGM through VC through NSDL e-Voting system. Members may access by following the steps mentioned below 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 the Company name. You are requested to click on VC link, placed under Join General Meeting menu. The link for VC will be available in Shareholder / Member login, where the EVEN of Company will be displayed. Please note that the members who do not have their 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.

• e. Facility of joining AGM through VC shall open 15 minutes before the time scheduled for commencement of the AGM and will be available to at least 1,000 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 & Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction of “first come first served” basis.

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69[th] AGM Notice for FY 2021-22

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• f. The attendance of the Members attending the AGM through VC, will be counted for the purpose of reckoning the quorum, under Section 103 of the Companies Act, 2013.

• g. 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 (MCA) dated April 08, 2020, April 13, 2020, 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 M/s. National Securities Depository Limited (NSDL), for facilitating voting through electronic means, as their authorized agency. The facility of casting votes by a Member using remote e-Voting system as well as voting, on the day of the AGM, will be provided by NSDL.

• h. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting at the AGM. The process of remote e-voting with necessary user id and password is given in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 69[th] AGM, being held through VC.

• i. Members joining the Meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members, who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC, but shall not be entitled to cast their vote again.

• j. Corporate Members intending to send / nominate their authorised representatives to attend the AGM, pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy of relevant Board Resolution together with the respective specimen signatures of those representative(s), authorised under the said resolution to attend the AGM, to be held through VC on its / their behalf and to vote through remote e-voting.

• k. In line with the aforementioned MCA Circulars, the notice of the 69[th] AGM along with the Annual Report for FY 2021-22 is being sent only by electronic mode to those Members, whose e-mail addresses are registered with the Company / Depositories / RTA. Members, those who have not registered their email address, are requested to get it registered, as mentioned in point ff (4).

• l. We hereby request the Members to note that the documents viz. 69[th] Annual Report, 69[th] AGM Notice, etc. will also be uploaded on the website of the Company viz. https://www.adorwelding. com/, websites of the Stock Exchanges, where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL i.e. www.evoting.nsdl.com.

• m. The Explanatory Statement setting out all material facts, pursuant to Section 102 of the Companies Act, 2013, Secretarial Standard-2 (SS-2) on General Meetings and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Special Business under item No. 5 and item No. 6 of the Notice is annexed hereto.

• n. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, 21[st] July, 2022 to Wednesday, 27[th] July, 2022 (both days inclusive) for the purpose of the Annual General Meeting (AGM) and for determining eligibility of the Members entitled to receive dividend, if approved by the Members.

• o. If the Dividend, as recommended by the Board of Directors, is declared at the ensuing Annual General Meeting, then the payment of such Dividend will be made as under:-

• i. In respect of shares held in Physical form, the Dividend will be paid to those shareholders, whose names appear in the Register of Members of the Company, after giving effect to all the valid share transfers in physical form, lodged with the Company / its Registrar & Share Transfer Agent (RTA) on or before Wednesday, 20[th] July, 2022.

• ii. In respect of the shares held in electronic form i.e. Dematerialized (Demat) mode, the Dividend will be payable on the basis of the

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details of beneficial ownership, furnished by M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL), for this purpose, as at the close of business hours on Wednesday, 20[th] July, 2022.

• p. Members may please note that the Dividend Warrants will be payable at par at the designated branches of the Bank printed overleaf on the Dividend Warrant for an initial period of 03 (three) months only. Thereafter, the Dividend Warrants, on revalidation for another period of three months, are / will be payable only at limited branches / centers. The Members are, therefore, requested to encash their Dividend Warrants within the initial validity period.

• q. As per Section 124(5) of the Companies Act, 2013, it is mandatory for the Company to transfer all the Dividend amounts, which remain unclaimed for a period of 07 (Seven) consecutive years, from its date of transfer to the ‘Unpaid Dividend Account’, to the Investor Education & Protection Fund (IEPF), established by the Central Government and hence, all unclaimed dividends up to FY 2013-14 have already been transferred to the designated account of IEPF Authority.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all equity shares of the Company, on which dividend remained unclaimed for a period of 07 (seven) consecutive years, have to be transferred to the designated account of IEPF Authority. Accordingly, the Company has transferred shares on which dividend was unclaimed for a period of 07 (seven) consecutive years, to IEPF Account.

The Member(s) whose dividend / shares, are transferred to the IEPF Authority, can claim their dividend & shares from the Authority by following the Refund Procedure, as detailed on the website of IEPF Authority http://www.iepf.gov.in/

In terms of IEPF Rules, the Company has posted the requisite details of unpaid / unclaimed Dividends as of its last AGM, i.e. as on 12[th] August, 2021 & as on 31[st] March, 2022 and the details of the shares transferred to IEPF Authority on the website of the Company, viz. https://www.adorwelding.com/,

which will enable the shareholders in checking their unclaimed Dividends, if any.

• r. Members are requested to:

• i. Write to the Company at least 7 (seven) days before the date of the Meeting, if they desire any information as regards the Audited Accounts for the financial year ended 31[st ] March, 2022, so as to enable the Company to keep the information ready.

• ii. Intimate the RTA, immediately about any change in their addresses, if the shares are held in Physical form. If the shares are held in electronic form, then such change is to be informed to the Depository Participant (DP) and not to the Company / RTA.

• iii. Quote Registered Folio Number or Client ID-DP ID in all the correspondence with the Company / RTA.

• iv. Approach RTA of the Company for consolidation of Folios, if any / required.

• v. Avail Nomination facility by filling and forwarding the nomination form to RTA, if not already done, if the shares are held in Physical form.

• vi. Please note that pursuant to SEBI Circular dated 03[rd] December, 2018, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in Dematerialized form with a depository, with effect from 01[st] April, 2019.

• vii. Send all the physical share transfer lodgments (only in case of transmission or transposition) and correspondence to RTA of the Company located at the following address, ideally up to / on or before the date of the book closure:-

Link Intime India Pvt. Ltd.

C 101, 247 Park, LBS Marg,

• Vikhroli (West), Mumbai – 400 083, Maharashtra, India.

• Tel: +91 22 4918 6000 E-mail: rnt.helpdesk@linkintime.co.in Web: www.linkintime.co.in

• viii. The Securities and Exchange Board of India (SEBI), vide its circular dated 20[th] April, 2018 had mandated registration of Permanent Account Number (PAN) and Bank Account details for all

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69[th] AGM Notice for FY 2021-22

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the securities holders. Members holding shares in physical mode are, therefore, requested to submit their PAN and Bank Account Details to RTA, by sending a duly signed letter along with a self-attested copy of PAN Card and original cancelled cheque or copy of bank passbook / statement, attested by the bank, if not already sent. Members holding shares in Demat form are requested to submit the aforesaid information to their respective Depository Participant.

• ix. SEBI, vide its circular dated 03[rd] November, 2021 has mandated furnishing of PAN, KYC details (i.e., Postal Address with Pin Code, email address, mobile number, bank account details) & nomination details, by the holders of physical securities. As per the circular, w.e.f. 01[st] January 2022, any service requests or complaints, received from the Members, will not be processed by RTA till the aforesaid details / documents are provided by the Shareholder. On or after 01[st] April 2023, in case any of the above cited documents / details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s).

Relevant details and forms prescribed by SEBI to give effect to the aforesaid circular are available on the website of the Company at https://www.adorwelding.com/wpcontent/ uploads/2022/02/Notice-to-Physical Shareholders.pdf

• x. To support the ‘Green Initiative’, Members who have not yet registered their e-mail addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the RTA / Company in case the shares are held by them in physical form.

• s. Trading and settlement of the Company’s shares through Stock Exchange(s) has been made compulsorily in Demat (Electronic) form, with effect from 08[th] May, 2000. The Members are, once again requested, in their own interest, to Dematerialize their shareholding in the Company, if not already done.

• t. In order to provide protection against fraudulent encashment of Dividend Warrants, Shareholders holding shares in Physical form are requested

to intimate RTA of the Company, under the signature of the sole / first joint holder, the following information along with their Name & Folio No., for printing on the Dividend Warrants:

• i) Type of the Bank Account

• ii) Name of the Bank

• iii) Bank Account Number

• iv) Name of the Branch / Location

• v) Complete address of the Bank along with PIN Code

• u. Members holding shares in Demat form may kindly note that their Bank details, as furnished by their respective Depositories to RTA, will be printed on their Dividend Warrants, as per the applicable Regulations of the Depositories, and that the Company / RTA will not entertain any direct requests from such Members for deletion of / change in such Bank details. Further, instructions, if any, given by the Members in respect of their shares held in physical form will not be automatically applicable to Dividend payable on their shares held in electronic form. Members holding shares in Demat form should, therefore, give instructions regarding Bank Accounts, in which they wish to receive Dividend, directly to their Depository Participant and not to RTA / Company.

• v. To avoid loss of Dividend Warrants in transit and undue delay in respect of receipt of Dividend Warrants, the Company has provided a facility to its Members for remittance of dividend through National Electronic Clearing Services (NECS). NECS essentially operates on the unique bank account number allotted by the banks, post implementation of Core Banking Solutions (CBS) system for centralized processing of inward instructions and for better efficiency in handling bulk transactions. NECS facility is available at locations identified by the Reserve Bank of India from time to time and covers most of the cities & towns in India. Members holding shares in Physical form and desirous of availing this facility are requested to contact the Company’s RTA

• w. Members are informed that in case joint holders attend the Meeting, only such joint holder, who is first in the order of Joint names, will be entitled to vote.

• x. Non-Resident Indian (NRI) Members are requested to inform the Company / RTA, the following immediately:

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• a. Change in the residential status, on return to India for settling permanently, if any / applicable.

• b. Particulars of NRE Bank Account maintained in India, with complete name & address of the Bank, if not furnished earlier.

• y. Re-appointment of Dr. Deep A. Lalvani (DIN: 01771000), Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

• Dr. Deep A. Lalvani has submitted the requisite declarations w.r.t. his re-appointment to the Company. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance, the particulars of the aforesaid Director are also included in the Notice as Appendix - 1 to the Explanatory Statement.

• z. As the 69[th] AGM is being held through VC, the route map is not annexed to this Notice.

• aa. Pursuant to the provisions of Section 20(2), 101 and 136(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Accounts) Rules, 2014, the Company can send the documents like Notices, Annual Reports, etc. in electronic form to its Members, whose e-mail ids are registered with the Company / RTA / Depositories. Accordingly, this Notice of 69th AGM along with the Annual Report for FY 2021-22 is being sent by electronic mode to those shareholders whose e-mail addresses are registered with the Company / RTA / Depositories, unless any Member has specifically requested for a physical copy and to those Members, who have not registered their e-mail ids, the physical copies of the same are being sent by permitted mode of dispatch.

• bb. We hereby request Members to note that the documents viz. Annual Report, AGM Notice, etc. will also be uploaded on the website of the Company viz. https://www.adorwelding.com/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India (NSE) Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https:// www.evoting.nsdl.com/ and will also be made available for inspection at the Registered Office of the Company during business hours. However, in case a Member wishes to receive a physical copy

of the said documents, he / she is required to send a letter to the RTA or an e-mail to rnt.helpdesk@ linkintime.co.in or to investorservices@adorians. com duly quoting his / her DP ID & Client ID or Folio Number, as the case may be, and the said documents will be dispatched to the Members, free of cost.

• cc. All other documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection / e-inspection at the Registered Office of the Company during business hours (09.30 am to 05.30 pm) every day except on Public Holidays, Saturdays & Sundays, up to and including the date of the Annual General Meeting of the Company.

• dd. Details, as required under Regulation 36 of SEBI (LODR) Regulations, 2015 and the Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI), in respect of the appointment of Auditors and Directors seeking appointment / re-appointment at the 69[th] AGM, form an integral part of the Notice of 69[th] AGM. Requisite declarations have been received from the Directors seeking appointment / re-appointment.

ee. Voting through electronic means:

• a. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management & Administration) Rules, 2014, as amended by the Companies (Management & Administration) Amendment Rules, 2015 & Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the Members a facility to exercise their right to vote on resolutions, proposed to be considered at the 69th Annual General Meeting (AGM), by electronic means through e-Voting Services. The facility of casting votes by the Members using an electronic voting system (‘remote e-voting’) will be provided by National Securities Depository Limited (NSDL).

• b. The remote e-voting period commences on Sunday, 24[th] July, 2022 (at 09:00 am IST) and ends on Tuesday, 26[th] July, 2022 (at 05:00 pm IST). During this period, Members of the Company, holding shares either in physical form or in Dematerialized form, as on the cutoff date of Wednesday, 20[th] July, 2022, may

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69[th] AGM Notice for FY 2021-22

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cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

c) 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

A) Login method for e-Voting and joining virtual Meeting 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 Demat 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 of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”, which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provideri.e.NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote, during the remote e-Voting period or joining virtual Meeting & voting during the Meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. 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. You will have to enter your User ID (i.e. your sixteen digit Demat account number 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 Company name ore-Voting service provider i.e. NSDLand 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in Demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they 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 or www.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. 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 access e-Voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email, as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders (holding securities in Demat mode) login through their depository participants

You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. 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.

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.

through Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

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B) Login Method for e-Voting and joining virtual Meeting 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members, who hold shares in Demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members, who hold shares in Demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 120232 then user ID is 120232001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. 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.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your Demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.

7. b) Physical User Reset Password (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. 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.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. 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.

2. 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 Meeting”.

3. Now you are ready for e-Voting, as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

ff. General Guidelines for the 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 scrutinizer@hkacs.com with a copy marked to evoting@nsdl.co.in Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney /

Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter”, displayed under “e-Voting” tab in their login.

1. It is strongly recommended not to share your password with anyone and take utmost care in keeping 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 https://www.evoting.nsdl.com/ to reset the password.

2. In case of any queries, you may refer to either the Frequently Asked Questions (FAQs) for Shareholders or e-voting user manual for Shareholders, available at the download section on https://www.evoting.nsdl.com/ or call on toll free no.: 1800-222-990 and 1800 22 44 30 or send a request to Ms. Sarita Mote, or send a request at evoting@nsdl.co.in

3. The shareholders, whose email ids are not registered with the depositories, can procure user id & password and register their e-mail ids for e-voting on the resolutions set out in this notice, as under:

4. In case the shares are held in physical mode / form, please provide Folio No., Name of the shareholder, scanned copy of the share certificate (front and back side), PAN card (self-attested scanned copy), Aadhar Card (self-attested scanned copy) by email to rnt. helpdesk@linkintime.co.in

5. In case the shares are held in Demat mode, please provide / send DPID-Client ID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN Card (self-attested scanned copy), Aadhar Card (self-attested scanned copy) to rnt.helpdesk@linkintime.co.in. If you are an Individual shareholder 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.

6. Alternatively, Shareholders / Members may send in their request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

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69[th] AGM Notice for FY 2021-22

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• In terms of SEBI circular dated December 9, 2020 on 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.

• You can also update your contact number and e-mail ID in user profile details w.r.t. your Folio, which may be used for sending future communication(s).

• The instructions for Members for E-Voting on the day of AGM are as under:

• The procedure for e-Voting on the day of AGM is same, as per the instructions mentioned above for remote e-voting.

• Only those Members / shareholders, who will be present in the AGM and have not cast 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.

• The 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.

• 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 are as under:

• Member will be provided with a facility to attend the AGM through VC by NSDL e-Voting system. Member 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.

• Members are encouraged to join the Meeting through Laptops for better experience.

• Further, Members are being requested to allow / use Camera and use Internet with a good speed, to avoid any disturbance during the Meeting.

• Please note that Participants connecting from / through Mobile Devices or Tablets or Laptop or 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 in their questions in advance mentioning their name, Demat account number / folio number, email id, mobile number at investorservices@ adorians.com. The same will be appropriately replied by the Company.

• The voting rights of the Members 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. Wednesday, 20[th] July, 2022.

• Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the notice and holds shares as of the cutoff date i.e. Wednesday, 20[th] July, 2022, can obtain the login ID and password, by sending a request at evoting@nsdl.co.in

However, if Member(s) are already registered with NSDL for remote e-voting, then Member(s) can use their existing user ID and password for casting the vote.

1. A person, whose name is recorded in the Register of Members or in the register of beneficial owners, maintained by the RTA or the depositories respectively, as on the cut-off date i.e. Wednesday, 20[th] July, 2022, shall only be entitled to avail the facility of remote e-voting or voting at the AGM.

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• gg. M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, have been appointed as the Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair & transparent manner.

• hh. The Members, who wish to express their views or ask questions, during the AGM, may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID / Folio number, PAN, mobile number at investorservices@ adorians.com from 20[th] July, 2022 (9:00 a.m. IST) to 25[th] July, 2022 (5:00 p.m. IST). Those Members, who have registered themselves as speaker, will only be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• ii. The Chairman shall, at the AGM, at the end of discussion on the resolutions, on which the voting is to be held at the AGM, allow voting, by use of e-Voting system for all those Members, who are present during the AGM through VC, but have not cast their votes by availing the remote e-Voting facility. The e-Voting module enabled during the AGM for voting shall be disabled by NSDL after 15 minutes, from the conclusion of the AGM.

• jj. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall submit, not later than 2 (two) working days of the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favor and against, if any, to the Chairman or a person authorized by him / her in writing, who shall countersign the same and declare the result of the voting forthwith.

• kk. All other documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Members electronically, up to and including the date of the Annual General Meeting of the Company. Members seeking to inspect such documents can send an email to investorservices@adorians.com stating their DP ID / Client ID / or Folio No.

• ll. The Register of Directors and Key Managerial Personnel & their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts & Arrangements, in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, shall be made available only in electronic form for inspection during the Meeting through VC.

• mm.Members, who need assistance before or during the AGM, can contact NSDL on evoting@nsdl. co.in / 1800-222-990 or contact Ms. Sarita Mote, Assistant Manager – NSDL at SaritaM@nsdl.co.in / 022-24994890.

• nn. The Voting Results, along with the report of the Scrutinizer shall be placed on the website of the Company, https://www.adorwelding.com/ and on the website of NSDL, https://www.evoting.nsdl. com/, immediately after the declaration of the result, by the Chairman or a person authorized by him / her in writing. The voting results shall also be immediately forwarded to BSE Limited & the National Stock Exchange of India Limited (NSE).

By Order of the Board Vinayak M. Bhide Head - Corp. Admin., Int. Audit, HR, Legal & Company Secretary Membership No. F5063

Mumbai, 20[th] May, 2022

CIN: L70100MH1951PLC008647

Registered Office:

Ador House, 6, K. Dubash Marg, Fort, Mumbai – 400 001-16, Maharashtra, India. Tel: +91 22 6623 9300, 2284 2525 Fax: +91 22 2287 3083 Web: www.adorwelding.com E-mail ID: investorservices@adorians.com

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69[th] AGM Notice for FY 2021-22

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ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT

(Pursuant to the provisions of Section 102 of the Companies Act, 2013 and SS-2 in respect of Item No. 5 & Item No. 6)

Item No. 5

Ratification of remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditors for the financial year 2022-23

The Board of Directors, at its Meeting held on 20[th] May, 2022, pursuant to provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules 2014, on the recommendation of the Audit Committee, re-appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditors of the Company for the financial year 2022-23 at a remuneration of Rs. 5,50,000/- (Rupees Five Lakhs Fifty Thousand Only) plus tax, as applicable, on the recommendation of the Audit Committee, subject to ratification by the Members at the ensuing Annual General Meeting (AGM).

The Board recommends the Ordinary Resolution at Item No. 5 for approval of the Members.

None of the Directors and Key Managerial Personnels (KMPs) of the Company and / or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

Item No. 6

Appointment of Mr. Navroze S. Marshall (DIN: 00085754) as an Independent Director of the Company

The Board of Directors at their Meeting held on 20[th] May, 2022, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Navroze S. Marshall (DIN: 00085754) as an Additional Director (Non-Executive & Independent) with effect from 21[st] May, 2022, pursuant to the provisions of Section 149, 152 & 161(1) read with Schedule IV to the Companies Act, 2013, the rules framed thereunder and the Articles of Association of the Company.

The said appointment is subject to the approval of Members in the ensuing Annual General Meeting. Notice under Section 160 is received from a Member

proposing the appointment of Mr. Navroze S. Marshall, as a candidate to the office of Director of the Company.

Mr. Navroze S. Marshall has given a declaration to the Board that he meets the criteria of independence, as provided under Section 149 (6) of the Act, Regulation 16 read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has also given his consent to act as an Independent Director of the Company. He has also given a declaration that he is not disqualified under Section 164 of the Companies Act, 2013.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Navroze S. Marshall, being eligible, offers himself to work as an Independent Director. The Board proposes to appoint him as an Independent Director from 21[st] May, 2022 upto 20[th] May, 2027.

Brief profile of Mr. Navroze S. Marshall is given below:

Mr. Navroze Shiamak Marshall has been the Managing Director of Simmonds-Marshall Limited since January, 2003. He has got an experience of over 15 years to his credit. He has vast experience of working with multinationals in the United States of America. He was educated at Cathedral & John Connon School, Mumbai, United World College (South East Asia), Singapore and holds a Bachelors’ of Science degree in Chemical Engineering & Economics from Carnegie Mellon University in Pittsburgh, USA. He also has a MBA in Management from IMD, Switzerland.

Mr. Marshall is a British national of Indian origin. He holds a Masters degree in Business Administration and his specific areas of expertise are Production, Planning and Leadership. He also has vast experience of leadership in multiple business verticals.

Further details of Mr. Navroze S. Marshall have been provided in Appendix- 1. In the opinion of the Board, Mr. Navroze S. Marshall possess the requisite quality

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and fulfills the conditions of the Companies Act, 2013 along with the rules made thereunder and SEBI (LODR) Regulations, 2015 for his appointment as an Independent Director of the Company and he is Independent of the Management.

The terms & conditions of appointment of Independent Director shall be open for inspection by the Members at the registered office of the Company during business hours on any working day upto the date of Annual General Meeting and are also available on the website of the Company.

The Board recommends the Special Resolution at Item No. 6 for approval of the Members.

None of the Directors and Key Managerial Personnel of the Company and their relatives, except Mr. Navroze S. Marshall, being an appointee, are concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6.

By Order of the Board

Vinayak M. Bhide Head - Corp. Admin., Int. Audit, HR, Legal & Company Secretary Membership No. F5063

Mumbai, 20[th] May, 2022 CIN: L70100MH1951PLC008647

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69[th] AGM Notice for FY 2021-22

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Appendix-1 to the Explanatory Statement attached to the Notice of the 69[th] Annual General Meeting (AGM)

Information of the Directors seeking appointment & re-appointment at the AGM (In pursuance of SEBI (LODR) Regulations, 2015 & Secretarial Standard (SS))

Sr. No.	Particulars	Appointment	Re-appointment
1.	Name of the Director	Mr. Navroze S. Marshall	Dr. DeepA. Lalvani
2.	DIN	00085754	01771000
3.	Date of Birth & Age (in years)	21/03/1976 (46 Years)	14/02/1981 (41 years)
4.	Date of first Appointment on the Board	21-05-2022	27-07-2007
5.	Qualification, Experience and Expertise	• Educated at Cathedral & John Connon School, Mumbai, United World College (South East Asia), Singapore • Holds a Bachelors of Science degree in Chemical Engineering & Economics from Carnegie Mellon University in Pittsburgh, USA. • Masters degree in Business Administration from IMD, Switzerland • Over 15 years of hands on experience across various entities • Vast experience with multinationals in the United States of America • Leadership experience in Multiple Business verticals	• A Commerce Graduate with distinction in Marketing & Advertising and Masters in Commerce with specialization in Accounts • Pursued MBA from Manchester Business School, UK and did courses at London School of Economics, UK • Formerly associated with Langham Capital, London, DHL, Europe and various NGOs • 18 years of hands on experience across reputed national and international firms • Involved across various functions within Ador Group including strategizing at Ador Welding Academy, New Business ideas and e-commerce initiatives at the group • Awarded an honorary Doctorate in 2019
6.	Number of Meetings of the Board attended duringtheyear	Not Applicable	4 of 4 Meetings
7.	List of Directorship of other Board	• Simmonds Marshall Limited • Hindustan Hardy Limited • Ador Fontech Limited • Ador Multi Products Limited • Marshall Poultry Farm (India) Private Limited • Diamtools Private Limited • J N Marshall Engineering Private Limited • Langford Estates Private Limited • Nap Apps Private Limited • Powair Automation Equipments Private Limited	• Ador Multi Products Limited. • Anatomicals Ador India Private Limited. • Ador Powertron Limited. • Ador Digatron Private Limited. • J B Advani and Company Private Limited. • 1908 E-Ventures Private Limited. • Ador Welding Academy Private Limited. • Ador Green-Energy Private Limited. • 23 Yards India Private Limited • Ador Foundation

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Sr. No.	Particulars	Appointment	Re-appointment
10.	List of Membership / Chairmanship of Committees of other Board	Nil	Ador Multi Products Limited 1. Audit Committee – Member 2. Stakeholders Relationship Committee – Member Ador Powertron Limited 1. Audit Committee - Chairman 2. Nomination and Remuneration Committee - Member 3. Stakeholders Relationship Committee - Member 4. Corporate Social Responsibility Committee - Member
11.	List of listed entities from which he / she has resigned in past 03 (three) years	NIL	Nil
12.	Shareholding in AWL as of 31st March, 2022	37,800 Equity Shares	19,419 Equity Shares
13.	Relationship with other directors, manager and other Key Managerial Personnel of the Company	Not Related to any Directors and KMPs	Not Related to any Directors and KMPs
14.	Terms and Conditions of appointment or re-appointment along with details of remuneration sought to be paid and remuneration last drawn	As per the Nomination, Remuneration & Board Diversity Policy of the Company, as displayed on the Company’s website i.e. www.adorwelding.com	As per the Nomination, Remuneration & Board Diversity Policy of the Company, as displayed on the Company’s website i.e. www.adorwelding.com
15.	Justification for choosing the appointees for appointment as Independent Directors	Vast experience in handling multiple business verticals	Not Applicable
16.	Skills and capabilities required for the role and the manner in which the proposed director meets such requirements	Leadership in multiple business verticals	Not Applicable

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