Arcee Indusrtries ltd. - Proxy Solicitation & Information Statement 2022

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November 28, 2022

Corporate Relationship Department, BSE Limited P.J. Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 520121

Dear Sirs,

Sub: Intimation regarding Dispatch of Notice of Postal Ballot – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Pursuant to Regulation 30 of the SEBI Listing Regulations, we hereby submit the postal ballot notice (“Notice”) along with the explanatory statement issued/sent to the Shareholders of the Company, for the following matters:

Item No.	Description of Resolutions
	Special Resolutions
1	To approve the appointment of Smt. Shruti Gupta (DIN-01742368) as a Whole Time Director of the Company

In accordance with applicable laws and circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India, the said Notice is being sent electronically to all the Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail IDs are registered with the Company / Mas Services Limited (“ RTA ”) / Depositories as on Friday, November 25, 2022 . (“Cut-Off Date”).

This Notice is also available on the website of the Company i.e., www.arceeindustries.in and on the Website of NSDL i.e., https://evoting.nsdl.com.

The remote e-voting period shall commence on Wednesday, November 30, 2022 at 09:00 A.M. (IST) and ends on Thursday, December 29, 2022 at 05:00 P.M. (IST). The results of the voting shall be declared on or before Saturday, December 31, 2022 .

We request you to take the same on your

record. Thanking You.

Yours faithfully,

Srishti Digitally signed by Srishti Date: 2022.11.28 14:39:49 +05'30' Srishti Company Secretary & Compliance Officer Mem. No.: A57983

Encl: a/a

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POSTAL BALLOT NOTICE

(Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013, as amended (hereinafter referred to as the “Act”) read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Secretarial Standard-2 on General Meetings (“the SS-2”), read with General Circular Nos. 03/2022, 20/2021, 10/2021, 39/2020, 33/2020, 22/2020, 17/2020 and 14/2020 dated May 05, 2022, December 08, 2021, June 23, 2021, December 31, 2020, September 28, 2020, June 15, 2020, April 13, 2020 and April 08, 2020, respectively, issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘SEBI Listing Regulations’) and other applicable laws, rules and regulations, for seeking approval of Members of Arcee Industries Limited (“the Company”) to the proposed resolutions appended below through Postal Ballot, only through Remote E-Voting i.e., remote voting by electronic means.

The Board of Directors has appointed Ms. Anju Jain (Membership No. 11056/CP. No. 2728), Company Secretary in Practice as Scrutinizer for conducting the Postal Ballot, through the remote e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of MAS Services Limited, Registrar and Share Transfer Agent of the Company, as the agency to provide e-voting facility.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Director of the Company or any other person authorized by her. The results of e-voting will be announced on or before Saturday, December 31, 2022, and will be displayed on the Company’s website www.arceeindustries.in and will also be communicated to the Stock Exchanges where the equity shares of the Company are listed, National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’). The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

(1) APPOINTMENT OF SMT. SHRUTI GUPTA (DIN-01742368) AS A WHOLE TIME DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board and pursuant to the provisions of Sections 196, 197 and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with Schedule V to the Act and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and subject to such other approvals as may be necessary, consent of the Members of the Company be and is hereby accorded for the appointment of Mrs. Shruti Gupta (DIN-0174268), as Whole-time Director of the Company, being liable to retire by rotation, for a period of five years with effect from 3 October , 2022 to 2 October , 2027 on the terms and conditions as specified herein-below, as follows:

a) Salary : Rs. 50,000/- per month.

b) Perquisites : As per Statutory Laws.

RESOLVED FURTHER that no sitting fees will be paid to Mrs. Shruti Gupta for attending meetings of the Board of Directors or any Committee thereof.

RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the currency of the tenure of Mrs. Shruti Gupta as Whole-time Director of the Company aforesaid remuneration will be paid to her as minimum remuneration subject to the provisions of Schedule V of the Act and receipt of the requisite approvals, if any.

RESOLVED FUTHER that Mrs. Shruti Gupta, Whole-time Director on reappointment as a director liable to retire by rotation, shall continue to hold her office of Whole-time Director and the reappointment as such director shall not be deemed to constitute a break in her office of Wholetime Director.

RESOLVED FURTHER that Mrs. Shruti Gupta, shall perform such duties as shall be entrusted to her by the Board of Directors, subject to superintendence, guidance and control of the Board of Directors.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect.

BY ORDER OF THE BOARD

REGISTERED OFFICE

7th K.M. Barwala Road Talwandi Rana, Hisar – 125001

Date : 25th November, 2022

Srishti Company Secretary

CIN : L29120HR1992PLC031681 Phone : 98120-2011, 98120-40111 Email : [email protected]

NOTES

Pursuant to Section 102 of the Act, an Explanatory Statement setting out material facts and reasons for the proposed Special Businesses are appended to the notice.
The Notice is being electronically sent to all the Members of the Company, whose name appear on the Register of Members/List of Beneficial Owners, as received from National Security Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) on November 25, 2022 and who have registered their email addresses with the Company and/or with the Depositories. It is however, clarified that all the persons who are members of the Company as on November 25, 2022(including those members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice.
Members holding shares of the Company in demat mode and who have not registered their e-mail addresses are requested to register the same with the Depository Participant, where they maintain their demat accounts.
Voting rights will be reckoned on the paid-up value of shares registered in the names of the members on November 25, 2022. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on November 25, 2022 will be entitled to cast their votes. A person who is not a member as on November 25, 2022 should treat this Notice for information purpose only.
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/ JPG format) of the relevant Board resolution/authorization letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by E-mail to [email protected] with a copy marked to [email protected].
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
As per SEBI circular dated 03/11/2021 every shareholder who are holding shares in physical form is mandatorily required to register their PAN, Bank detail, Mobile number, E-mail id and nomination otherwise their holding will be frozen and after December 2025 all these shares will be referred to the Administering Authority under Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002. These Shareholders are requested to register the same if they have not registered already. Form for registering the same can be download from RTA website i.e. www.masserv.com.
In view of the above, members holding shares in physical form are requested to convert their shares to dematerialized form to eliminate all associated risks.
The remote e-voting period begins on Wednesday, 30 November, 2022 at 09:00 A.M. (IST) and ends on Thursday 29 December, 2022 at 05:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the cut-off date i.e. 25[th] November, 2022 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.
The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Thursday 29th December, 2022 i.e., the last date specified for receipt of votes through the e-voting process.
In accordance with Section 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, physical copies of the Notice will not be circulated and the members can vote through e- voting only.
In accordance with the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 and 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, the Company has extended e-voting facility for its Members to enable them to cast their votes electronically on the resolution set forth in this Notice. Members are informed that the communication of their assent or dissent can take place through the e-voting facility. The Company has engaged the services of National Securities Depository (India) Limited (NSDL) as the agency to provide the remote e-voting facility.
Dispatch of the Notice shall be deemed to be completed on the day on which NSDL sends out the communication for the postal ballot process by e-mail to the members of the Company.
The Notice is being uploaded on the website of the Company i.e., at www.arceeindustries.in and on the website of NSDL at www.evoting.nsdl.com and shall also be communicated to BSE Limited (“BSE”), where the Company’s Equity Shares are listed and be made available on their website viz. www.bseindia. com.
The Board of Directors has appointed Ms. Anju Jain (Membership No. 11056/CP. No. 2728), Company Secretary in Practice, as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer after scrutinizing the votes cast through remote e-voting will make a Scrutiniser’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company or any other person authorized by him in writing who shall countersign the same.
The result of the voting on resolution passed by Remote e-voting will be declared on or before December 31, 2022. The Scrutinizer will submit his report to the Chairman of the Company, or any person duly authorized by him after completion of the scrutiny of votes cast. The Chairman or any Director or any other person authorized by the Chairman shall declare the results of the postal ballot as per the statutory timelines. The results of the Postal Ballot along with the Scrutinizer’s report will be hosted on the websites of the Company i.e. www.arceeindustries.in and also shall be communicated to BSE Limited (“BSE”), where the Company’s Equity Shares are listed and be made available on their website viz. www.bseindia.com. The Company will also display the results at its registered and corporate office. The resolutions will be taken as passed if the results of the Postal Ballots indicate that the requisite majority of the shareholders assented to the Resolutions.
The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
All relevant documents referred to in the Explanatory Statement would be made available for inspection at the Registered/ Corporate Office of the Company on all working days up to the date of declaration of the result of Postal Ballot. A member may write to the Company Secretary at [email protected] requesting supply of relevant documents referred in the Explanatory Statement and can inspect the documents electronically. Further, any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to the Company Secretary at the aforementioned e-mail id. 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 “downloads” section of https://www.evoting.nsdl.com or contact NSDL by email at evoting@ nsdl.co.in or call on: 1800 222 990.
Any query/grievance with respect to voting on above Postal Ballot may please be addressed to Ms. Srishti, Company Secretary at: Email id: arceeind@rediffmail, phone no.:- 98120-40011 or to the Registrar and Transfer Agent, MAS Services Limited, at T- 34, 2nd Floor, Okhla Industrial Area, Phase – II, New Delhi – 110 020, e-mail: [email protected], phone no. +91 11 2638 7281/ 82/ 83
The instructions and other information relating to e-voting are as under :

- 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 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.

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 provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 hold 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. 4. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
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 ofe-Voting service provider i.e. NSDL.Click onNSDLto 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.NSDLwhere the e-Votingis inprogress.
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.

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 [email protected] 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 [email protected] or contact at 022- 23058738 or 022-23058542-43

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

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

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.

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

Your User ID details are given below :

4. 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 thenyour 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 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
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.
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
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.
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 [email protected] 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.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

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.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected] .
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.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal at [email protected]

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

In case shares are held in physical mode please provide Form ISR-1 with Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] or [email protected] . Please also send original copy of ISR-1 with copy of PAN/AADHAR to RTA (i.e. MAS Services Limited, T-34, Second Floor Okhla Industrial Area, Phase-II New Delhi-110020).
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attestedscanned copy of Aadhar Card) to [email protected] or [email protected] . 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 for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e-voting by providing above mentioned documents.
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.

Explanatory Statement under Section 102 of the Companies Act, 2013

The following Statement pursuant to Section 102 of the Companies Act, 2013 and other applicable provisions, sets out all material facts relating to the business mentioned under each item of the accompanying Notice:

Item No. 1: Appointment of Mrs. Shruti Gupta as Whole Time Director of Company.

The Nomination and Remuneration Committee, in its meeting held on October 3, 2022 recommended and the Board of Directors, in its meeting held on October 3, 2022 approved the appointment of Mrs. Shruti Gupta (holding DIN 01742368), as Whole-time Director of the Company for a period of 5 years effective from October 3, 2022 to October 2, 2027 subject to approval of the Members of the Company by way of Special Resolution and subject to such other approvals as may be necessary, on terms and conditions as set out in the resolution. Mrs. Shruti Gupta is not a Director in other company and does not hold membership of committees of the Company.

None of the Directors and Key Managerial Personnel or their relatives are in any way concerned or interested in the Resolution in Item No 1. Board recommends the resolution set forth in Item no.1 for the approval of the members by way of Special Resolution.

The resolution read with explanatory statement should be considered as written memorandum, as required under the provisions of Section 190 of the Companies Act, 2013 setting out the terms of employment of Mrs. Shruti Gupta as Whole-time Director of the Company.

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE COMPANIES ACT 2013

I. GENERAL INFORMATION:

1) Nature of Industry

Manufacturing of PVC Pipes.

Date or expected date of commencement of commercial production

The Company was incorporated on May 27, 1992 and commenced its operations in Feb., 1994.

2) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not applicable

3) Financial performance based on given indicators

) Financial performance based on given indicators
		(Rs. in Lacs)
	2021-2022	2020-2021
Revenue from Operation	3425.35	1047.57
Profit/(Loss)before depreciation,Interest & Taxes	77.18	68.12
Depreciation & Amortization Expenses	12.50	10.44
Finance Cost	0.84	0.15
Profit/(Loss)before Taxes	63.84	57.53
Provision of Tax/Tax Paid(Incl. Deferred Taxation)	17.36	18.96
Profit/(Loss)after Tax	46.48	38.57
Balance brought forward	(204.65)	(243.22)
Balance Carried to the Balance Sheet	(158.17)	(204.65)

4) Foreign investments or collaborators, if any

The Company has not any foreign investment or collaboration.

II. INFORMATION ABOUT THE APPOINTEE:

1) Background Details

Mrs. Shruti Gupta aged about 31 years is a Housewife.

2) Past Remuneration

Financial Year	Mrs. Shruti Gupta
2019-20	Nil
2020-21	4,50,000/-
2021-22	6,00,000/-

3) Recognition or Awards

Nil

4) Job Profile and his Suitability

To look after the general affairs of the company.

5) Remuneration Proposed

The remuneration proposed is detailed in the resolution.

6) Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person

The proposed remuneration is much below the prevailing remuneration in the industry of similar size for similarly placed persons.

7) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personal, if any NIL

III. OTHER INFORMATION:

1) Reasons of loss or inadequate profits

General Economy slowdown of the country at large
Slack in demand due to lack of infrastructure projects;
Pressure on pricing;
High Interest rates.

2) Steps taken or proposed to be taken for improvement

To launch new products;
Reduce break-even;
Enhance performance ethics;
Specilisation.

3) Expected increase in productivity and profit in measurable terms

The above steps taken/proposed to be taken by the Company are expected to increase the productivity and profits of the Company.

IV. DISCLOSURES:

1) The remuneration package of Mrs. Shruti Gupta is given in the respective resolution.
2) The disclosures as required on all elements of remuneration, service contract details, stock option details, etc. are mentioned elsewhere in the explanatory statement forming part of the Notice and in the Corporate Governance Report section of the Annual Report.

ANNEXURE TO THE EXPLANATORY STATEMENT

PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

Name of Director	Mrs. Shruti Gupta
Directors Identification Number (DIN)	01742368

Age	34 Years
Qualification	MBA
Experience and expertise	8 Years experience in administration

Date of firstAppointment on the Board	05/04/2019
of the Company

Shareholding in Arcee Industries Limited	1,60,000 shares

Terms and conditions of re-appointment	As per the resolution at item no.1 of the
	Notice of Postal Ballot dated 28th

	November,2022 read with explanatory
	statement thereto

Remuneration last drawn	6,00,000/- per annum

Number of Meetings of the Board attended	4 out of 4
during the year 2021-22

List of Directorship held in other companies	N.A.

Membership / Chairmanship in Committees	Nil
of other
companies as on date
Relationships between Directors inter-se	Nil