Apcotex Industries Limited — AGM Information 2021

Jun 10, 2021

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Date: 10[th] June 2021

	To, Manager - Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 523694	To, The Manager - Listing Department, The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, Block G, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol: APCOTEXIND

Sub : Notice of the 35[th] Annual General Meeting of the Company

Dear Sir/Madam,

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice convening the 35[th] Annual General Meeting of Shareholders / Members of the Company.

The said Notice is available on the website of the Company i.e. www.apcotex.com

This is for your information and records.

Thanking you,

For Apcotex Industries Limited

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Anand V Kumashi Company Secretary

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NOTICE

of the Company for the financial year 2021-22, on a remuneration of Rs.50,000/- plus taxes as applicable and re-imbursement of expenses incurred by them in connection with the audit, be and is hereby ratified.”

NOTICE is hereby given that the Thirty Fifth (35[th] ) Annual General Meeting of the Members of apcotex industries limited will be held on Friday, 9[th] July 2021 at 11:00 am , through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

“ RESOLVED FURTHER THAT Mr. Abhiraj Choksey – Managing Director or Mr. Anand V Kumashi – Company Secretary of the Company, be and is hereby authorized severally to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution.”

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statement of the Company for the year ended 31st March 2021 together with the Reports of the Board of Directors and Auditor thereon.

BY ORDER OF THE BOARD For apcotex industries limited

2. To declare a final dividend on equity shares for the financial year ended 31[st] March 2021.

3. To appoint a Director in place of Mr. Atul Choksey (DIN 00002102), who retires by rotation and being eligible, offers himself for reappointment.

ANAND V. KUMASHI Company Secretary

SPECIAL BUSINESS:

Date: 6[th] May 2021

4. Approval of annual remuneration payable to single Non-Executive Director

Registered Office:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

49-53, Mahavir Centre, Sector 17, Vashi, Navi Mumbai - 400 703

• “ RESOLVED THAT pursuant to the provisions of Section 197, 198 and other applicable provisions of the NOTES: Companies Act, 2013 and the Rules made thereunder (including any statutory modification or re-enactment 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide its Circular No.20/2020

• thereof for the time being in force) read with Regulation dated 5[th] May 2020 and Circular No. 02/2021 dated

• 17 (6) (ca) of SEBI (LODR) Regulations, 2015, as 13[th] January 2021 read with Circular No.14/2020 dated

• amended, approval of the members of the Company 8[th] April 2020 and Circular No.17/2020 dated 13[th] April be and is hereby accorded for payment of Commission 2020 (collectively referred to as MCA Circulars) permitted

• of Rs.77.50 lacs to Mr Atul Choksey – Chairman of the the holding of the Annual General Meeting (AGM) through Company, out of total commission of Rs.100.00 lacs for Video Conferencing (VC) or Other Audio Visual Means Non-Executive Directors of the Company, as computed (OAVM), without the physical presence of the Members under Section 198 of the Companies Act, 2013. apcotex at a common venue. In compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and

• “ RESOLVED FURTHER THAT Shri Anand V Kumashi – Disclosure Requirements) (LODR) Regulations, 2015

• Company Secretary, be and is hereby authorized to do all and MCA Circulars, the AGM of the Company is being

• such acts, deeds, matters and things as may be deemed held through VC / OAVM.

“ RESOLVED FURTHER THAT Shri Anand V Kumashi – Company Secretary, be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary, proper or desirable for the purpose of giving effect to this Resolution.

1. A statement giving the relevant details of the Director seeking appointment/reappointment under item no.3 of the accompanying Notice, as required under Regulation 26(4) and 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is annexed herewith.

5. Ratification of remuneration to Cost Auditor of the Company

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

1. Pursuant to the provisions of the Companies Act, 2013, 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 MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), the remuneration payable to M/s V J Talati & Co., Cost Accountants, who have been appointed by the Board of Directors at their meeting held on 6[th] May 2021, as Cost Auditor to conduct the audit of the cost records

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1. As per Regulation 40 of SEBI (LODR) Regulations, 2015, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1[st] April 2021, except in case of request received for transmission or transposition, consolidation and split of securities held in the physical form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s Registrars and Share Transfer agent viz. Link Intime India Pvt Ltd (LIIPL) for assistance in this regard.

2. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to corporate governance report which is a part of this Annual Report.

3. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with LIIPL in case the shares are held by them in physical form.

4. In compliance with the aforesaid MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15[th] January 2021, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.apcotex.com, website of the Stock Exchanges 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 https://www.evoting.nsdl.com

5. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to LIIPL in case the shares are held by them in physical form.

6. As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to LIIPL in case the shares are held in physical form. The Form No. SH-13 form can be obtained from LIIPL.

   1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

   2. The relevant Statement pursuant to Section 102 of Companies Act, 2013 is annexed hereto.

7. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or LIIPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

8. The Register of Members / Shareholders and Share Transfer Books will remain closed from Saturday, 3[rd] July 2021 to Thursday, 8[th] July 2021 (inclusive of

apcotex both days).

  16.  Relevant documents referred in the accompanying Notice and Director’s Report will be available for electronic inspection, without any fee by the Members from the date of Circulation of this Notice up to the date of AGM i.e **9[th] July 2021** . Members seeking to inspect such documents can send an email to cs@apcotex.com

1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

2. Members are requested to participate on first come first serve basis and the Members can join the AGM through VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice, as participation through VC / OAVM is limited. However, the participation of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. Participation is restricted upto 1000 members only.

3. Pursuant to the provisions of Section 124 of Companies Act, 2013 the Company has transferred the unclaimed dividends upto the financial year 2012-13 from time to time on due dates, to the Investors Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of IEPF (Uploading of Information regarding unpaid / unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 4[th] August 2020 (date of last AGM) on the website of the Company viz. www.apcotex.com, as also on the website of the Ministry of Corporate Affairs viz. www.mca.gov.in.

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1. Your attention is invited on the Companies (Significant Beneficial Ownership) amendment Rules, 2019 issued by the Ministry of Corporate Affairs on 8[th] February 2019. A person is considered as a Significant Beneficial Owner (SBO) if he/she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a company’s shares or the right to exercise significant influence or control over the company. If any Shareholders holding shares in the Company on behalf of other or fulfilling the criteria, is required to give a declaration specifying the nature of his/her interest and other essential particulars in the prescribed manner and within the permitted time frame.

be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility 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 during the AGM.

• iii. The Board of Directors has appointed M/s. DS Momaya & Co, Company Secretaries (Membership No. FCS 7195 & C.P. No. 7885), as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner

• iv. The Members who have cast their vote by remote e-voting prior to the AGM may also attend / participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

• The Company’s Statutory Auditor, M/s SGDG & Associates LLP, firm registration no.W100188, was appointed as Statutory Auditor for a period of five consecutive years at the 32[nd] AGM of the Company held on 27[th] July 2018 on remuneration to be determined by the Board of Directors.

   - **v.** The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
  
   - **vi.** Any person holding shares in physical form and non-individual shareholders holding securities in demat mode, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990  and  1800 22 4430. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.
  

• Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, which came into effect from 7[th] May 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditor has been withdrawn from the Statute.

• In view of the above, ratification of the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditor has given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

• Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

  • apcotex

• Instructions for e-voting and joining the AGM are as follows:

  • vii. The way to vote electronically on NSDL e-Voting system consists of “ Two Steps ” which are mentioned below:

• A. VOTING THROUGH ELECTRONIC MEANS

• i. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL. The instructions for e-voting are given herein 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 9[th] December 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.

• ii. The remote e-voting period commences on Tuesday, 6[th] July 2021 (9:00 am IST) and ends on Thursday, 8[th] July 2021 (5:00 pm IST) . During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, 2[nd] July 2021 i.e. cut-off date , may cast their vote electronically. The e-voting module shall

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

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Type of shareholders	Login Method	Login Method	ote	Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	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/loginorwww.cdslindia.com and click on New System Myeasi. After successful login of Easi/ Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia. c o m / m y e a s i / R e g i s t r a t i o n / EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia. comhome 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.NSDLwhere the e-Votingis inprogress.
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. 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“Benefcial Owner”icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to 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 - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices. nsdl.com.Select“Register Online for IDeAS”Portal or click athttps:// eservices.nsdl.com/SecureWeb/
				x 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. Once login, you will be able to see e-Voting option. 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. Click on options available against company name ore-Voting service provider- 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 duringthe meeting.
		~~apc~~ IdeasDirectReg.jsp 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 held with NSDL), Password/OTP and a Verifcation 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 ore-Voting service provider - 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 & votingduringthe meeting.

Type of Login Method shareholders Individual Shareholders 1. If you are already registered for holding securities in NSDL IDeAS facility , please visit demat mode with NSDL. the e-Services website of NSDL. 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. You will have to 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 - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a otex Personal Computer or on a mobile. ~~apc~~ 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 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 - 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.

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

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

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

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• 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.

• 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’.

• 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, your Password/OTP and a Verification Code as shown on the screen.

• II. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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.

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

     - 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.

1. Your User ID details are given below:

2. Manner of holding Your User ID is: shares i.e. Demat apcotex

3. (NSDL or CDSL) or Physical a) For Members 8 Character DP ID followed who hold shares by 8 Digit Client ID in demat account For example if your DP ID

4. with NSDL. is IN300 and Client ID is 12 then your user ID is IN30012**.

5. b) For Members 16 Digit Beneficiary ID who hold shares in demat account For example if your Beneficiary ID is 12** then your

6. with CDSL. user ID is 12**

7. c) For Members EVEN Number followed by 7. holding shares in Folio Number registered with Physical Form. the company For example if folio number is 8. 001*** and EVEN is 101456 9.

8. then user ID is 101456001***

    - b. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
   
    - c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
   
    - d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
   

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

   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.

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Step 2: Access to NSDL e-Voting system

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

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), Self-attested scanned copy of PAN card and Aadhar Card by email to cs@ apcotex.com

2. 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.

3. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of consolidated Account statement, Self-attested scanned copy of PAN card and Aadhar Card to cs@apcotex.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

4. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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

6. 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.

7. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

Instructions for Members for attending the AGM through VC/OAVM are as under:

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

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution / Authority 2. apcotex

letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, 3. to the Company / Scrutinizer by e-mail to cs@apcotex. com / divya.dsmco@gmail.com with a copy marked to evoting@nsdl.co.in. 4.

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

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

5. Shareholders who would like to express their views/have questions may register themselves as a speaker and send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at cs@apcotex.com from 28[th] June 2021 to 2[nd] July 2021. The same will be replied by the company suitably. Please note that those members who have registered themselves as a speaker will only be allowed to express their views / raise queries during the AGM. The company reserves the right to restrict the number of speakers depending on the availability of time at the AGM.

6. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

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for the financial year 2020-2021, which is subject to approval of the shareholders in the ensuing AGM. In the AGM held on 4[th] June 2019, the shareholders have approved the payment of commission upto 3% of net profits of the Company to NonExecutive Directors.

Other instructions

1. The procedure for e-Voting on the day of the AGM through VC / OAVM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

Since the amount of Commission payable to Mr. Atul Choksey – Chairman, as proposed by the Board of Directors, exceeds 50% of the total Commission amount available for Non-Executive Directors of the Company, the approval of Shareholders is required by way of a Special Resolution.

1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

Mr. Atul Choksey – Non-Executive Director / Chairman of the Board and his relatives’ viz. Mr. Amit Choksey and Mr. Abhiraj Choksey, are deemed to be interested in the resolution set out at Item No.4 of the Notice, to the extent of their shareholding interest, if any, in the Company.

1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

Save and except the above, none of the Directors / Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested financially or otherwise, in the resolution set out at Item No.4

1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, within two working days of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same

Your Board recommends the passing of Special Resolution set out at Item No.4 of the Notice.

Item No.5

The Company is required to have its costs records audited by a Cost Accountant in practice. Accordingly, the Board of Directors at their meeting held on 6[th] May 2021, have appointed M/s. VJ Talati & Co., Cost Accountants, as Cost Auditor for conducting the audit of the cost records of the Company, for the financial year 2021-22 on a remuneration of Rs.50,000/- plus taxes as applicable and reimbursement of expenses incurred by them in connection with the audit.

1. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www. apcotex.com and on the website of NSDL https://www. evoting.nsdl.com immediately. The Company shall simultaneously forward the results to BSE Ltd and NSE Ltd, where the shares of the Company are listed.

ANNEXURE TO NOTICE

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, members of the company are required to ratify the remuneration proposed to be paid to the Cost Auditor.

STATEMENT (Pursuant to section 102(1) of the Companies Act, 2013)

Item No.4

Accordingly, consent of the members is sought for passing the Ordinary Resolution as set out at Item No.5 of the Notice for apcotex ratification of the remuneration payable to the Cost Auditor

As per Regulation 17(6)(ca) of the SEBI (LODR) Regulations, 2015, requires companies to obtain approval of the Members by passing of a special resolution, every year for payment of remuneration to a Non-Executive Director exceeding 50% (fifty percent) of the total annual remuneration payable to all Non-Executive Directors.

None of the Directors, Key Management Personnel of the Company and their relatives, are in any way concerned or interested, financially or otherwise, in the Resolution

The Board of Directors recommends the Ordinary Resolution set out at Item No.5 of the accompanying Notice for approval by the Members.

Mr. Atul Choksey is the Promoter / Non-Executive Director / Chairman of the Company since 1990’s. He plays an important role in guiding the Managing Director & Executive Director for long term strategy and for continual growth of profitability of the Company. In view of role played by him in the functioning of the Company, the proposed remuneration structure of the Chairman is devised so as to be commensurate with the efforts and inputs that he provides to the Company and accordingly he is entitled to an additional remuneration for his engagement beyond Board meetings which is based on industry standards.

BY ORDER OF THE BOARD

For apcotex industries limited

ANAND V. KUMASHI Company Secretary

Date: 6[th] May 2021

The Board of Directors in their meeting held on 6[th] May 2021, have approved the payment of commission of Rs. 77.50 lacs to Mr. Atul Choksey – Chairman of the Company, out of the total Commission of Rs. 100.00 lacs available for Non-Executive Directors of the Company, as computed under Section 198 of the Companies Act, 2013, out of net profits of the Company

Registered Office:

49-53, Mahavir Centre, Sector 17, Vashi, Navi Mumbai - 400 703

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Annexure to Notice

Details of Director seeking appointment / reappointment at the forthcoming AGM in pursuance of Regulation 36 of SEBI (LODR) Regulations 2015

Name of the Director	Mr. Atul Choksey
Director Identifcation Number	00002102
Date of Birth	17/10/1951
Nationality	Indian
Date of appointment on Board	23/01/1991
Qualifcation	Chemical Engineer
Shares held	79,18,014
Experience / Expertise	Mr. Atul Choksey has more than four decades of experience in managing the afairs of the Company. He worked with Asian Paints Ltd in various capacities viz. whole time Director and as Managing Director from 1984 to 1997.
Remuneration last drawn	Not Applicable
Remuneration proposed to be paid	Not Applicable
List of Directorship held in other listed Companies	Ceat Ltd
Membership / Chairmanships of Audit and Stakeholders Relationship Committees across Public Companies	~~t~~ -/-
~~ap~~ Relationship with other Board Members	~~oex~~ Related to Mr. Amit Choksey and Mr. Abhiraj Choksey

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