Aro Granite Industries Ltd. — AGM Information 2022

Aug 1, 2022

==> picture [70 x 56] intentionally omitted <==

Aro granite industries ltd.

Regd. Office : 1001, 10th Floor, DLF Tower A, Jasola, New Delhi - 11 O 025. Phone : 91-11- 41686169, Fax : 91-11- 26941984, E-mail : arodelhi@arotile.com

Date: 01.08.2022

Bombay Stock Exchange Limited Department of Corporate Services Floor 25, P.J. Towers Dalal Street Mumbai 400001 (SCRIP CODE: 513729)

National Stock Exchange of India Limited Listing Department 5[th ] Floor, Exchange Plaza Bandra(E) Mumbai 400051 (AROGRANITE/ EQ)

Sub: Book Closure and Annual General Meeting

Dear Sir,

With reference to the above, we hereby intimate that the Share Transfer Register and Members Register of the Company shall remain closed from 20.08.2022 to 26.08.2022(both days inclusive) and Annual General Meeting will be held on 26.08.2022.

Kindly acknowledge the receipt of the above

Thanking You

Yours faithfully For Aro granite industries ltd.

Compa�ry

Copy for information to

National Securities Depository Limited

4[th ] Floor, 'A' Wing, Trade World Kamala Mill Compound, Senapati Bapat Marg, Lower Parel Mumbai 400013 (ISIN: INE210C01013)

Central Depository Service(India) Limited Marathon Futurex, A Wing, 2s[th ] Floor, NM Joshi Marg, Lower Parel Mumbai 400013 (ISIN: INE210C01013)

Alankit Assignment Limited Alankit Height lE/13, Jhandewalan Extension New Delhi 110055

CORP. OFF. & WORKS

KONERIPALLI VILLAGE, SHOOLAGIRI (VIA), HOSUR TALUK - 635 117, KRISHNAGIRI DIST. TAMIL NADU, !NOIA. TEL : 91 - 4344 - 252100 FAX : 91 - 4344 - 252217 E-mail : aro@arotile.com Web : www.arotile.com CIN : L 74899DLI 988PLC03 I 5 IO

==> picture [69 x 67] intentionally omitted <==

Aro granite industries ltd.

==> picture [35 x 34] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [159 x 58] intentionally omitted <==

Aro granite industries ltd.

(CIN: L74899DL1988PLC031510) Regd. Office: 1001, 10th Floor, DLF Tower ‘A’, Jasola, New Delhi – 110025 Phone: 91-11-41686169, Fax: 91-11-26941984 Website: www.arotile.com , E-mail: investorgrievance@arotile.com

Notice

NOTICE is hereby given that the 34[th] Annual General Meeting of the Members of ARO GRANITE INDUSTRIES LImITED will be held on Friday, the 26[th] August 2022 at 12:30 P.m . (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Accounts for the financial year ended 31[st] March 2022 and the Reports of the Directors and Auditors thereon.

2. To appoint a director in place of Smt. Sujata Arora, who retires by rotation and being eligible, offers herself for re-appointment.

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

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act 2013 (the Act) and The Companies (Audit and Auditors) Rules 2014 including any statutory modification(s) or re-enactment thereof for the time being in force, M/s Alok Mittal & Associates, Chartered Accountants, New Delhi (Firm Registration No. 005717N) be and is hereby appointed as the Statutory Auditors of the Company in place of the retiring Auditors M/s VAPS & Company, Chartered Accountants, New Delhi (Firm Registration No 003612N) for a period of five years from the conclusion of thirty-fourth Annual General Meeting till the conclusion of the thirty-ninth Annual General Meeting to be held in the year 2027 on such remuneration as may be determined by the Board of Directors in consultation with the Auditors.

RESOLVED FURTHER THAT to give effect to above resolution, the Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf.”

SPECIAL BUSINESS

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

“ RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Sundareshwara G Sastry (DIN 00165762), who was appointed as an Independent Director of the Company, and holds office upto October 27, 2022 and has submitted a declaration confirming he meets the criteria of independence under Section 149(6) of the Act and is eligible for re-appointment for a second term, in accordance with the provisions of the Act and the Rules made thereunder and whose candidature for the office of Director has been recommended by the Nomination and Remuneration Committee and the Board of Directors and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, to hold office for a second term of five years, with effect from October 28, 2022 and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is /are hereby authorized, singly and/or jointly to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.”

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

“ RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘ SEBI Listing Regulations ’), the applicable provisions of the Companies Act, 2013 (‘ Act ’), if any, read with related rules, if any, each as amended from time to time and the Company’s Policy on Related Party Transaction(s), the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board ’, which term shall be deemed to include any Committee constituted/empowered/ to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with Aro granite international INC. USA, a related party of Aro granite industries ltd. under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and Aro granite international, INC. USA, for an aggregate value of up to Rs. 100.00 Crores in any financial year, subject to such contract(s)/arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board, be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory

34[tH] RepoRtAnnuAl 2021-22

15

Aro granite industries ltd.

==> picture [159 x 58] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [34 x 34] intentionally omitted <==

authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolution(s), be and are hereby approved, ratified and confirmed in all respects.”

Place: Hosur Date: 29.07.2022

For & on behalf of the Board (Sunil Kumar Arora) Managing Director

NOTES :

1. Statement pursuant to section 102(1) of the Companies Act, 2013 (“Act”), in respect of the Special Business to be transacted at the Annual General Meeting (“AGM”) is annexed hereto.

2. In the view of the COVID-19 pandemic, the Ministry of Corporates Affairs (‘MCA’) has vide its General Circular No. 20/2020 dated 5[th] May, 2020 in relation to clarification on holding of annual general meeting (‘AGM’) through video conferencing (‘VC’) or other audio visual means (‘OAVM’) read with the General Circulars No. 14/2020 dated 8[th] April 2020, No. 17/2020 dated April 13, 2020, No. 33/2020 dated September 28, 2020, No.39/2020 dated December 31, 2020 and No.10/2021 dated June 23, 2021 in relation to clarification on passing the ordinary and special resolutions by Companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID -19’ and the General Circular No.02/2021 dated January 13,2021, General Circular No. 2/2022 dated May 5, 2022 and General Circular No. 3/2022 dated May 05, 2022 (Collectively referred to as ‘MCA Circulars’) and Securities Exchange Board of India(‘SEBI’) vide its Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,in relation to Additional relaxation in relation to Compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15,2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (Collectively referred to as ‘SEBI Circulars’) permitted the holding of Annual General Meeting (‘AGM/ the meeting’)through VC/OAVM, without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of Companies Act, 2013 (‘Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI listing Regulations’) and MCA Circulars, the 34[th ] AGM of the Company is being held through VC/OAVM on 26[th] August 2022 at 12.30 PM IST. The deemed Venue for AGM will be Registered Office of the Company 1001,10[th] Floor DLF Tower A, Jasola, New Delhi-110025.

3. The 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 will not be available for the AGm and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. Corporate Members are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization, etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting to the M/s. Alankit Assignments Limited, the Registrar and Transfer Agent of the Company, by e-mail through its registered e-mail address ramap@alankit.com

5. In line with the General Circulars No. 20/2020 dated May 5, 2020 and No.02/2021 dated January 13, 2021 issued by the MCA and the SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or CDSL / NSDL (“Depositories”)/ RTA. Members may note that the Notice and Annual Report 2021-22 are also available on the Company’s website viz.www.arotile.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

6. Members whose e-mail address are not registered can register the same in the following manner:

7. a. Members holding share(s) in physical mode can send their e-mail ID to the Company in investorgrievance@arotile.com or to the Registrar and Transfer Agent (RTA) of the Company M/s. Alankit Assignments limited at ramap@alankit.com

8. b. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants (“DPs”) for receiving all communications from the Company electronically.

9. The Company has engaged the services of M/s. CDSL as the authorised agency for conducting the e-AGM and providing e-voting facility.

10. 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.

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

12. Relevant documents referred to in the accompanying Notice calling the AGM are available on the website of the Company for inspection by the Members.

34[tH]

AnnuAl RepoRt

2021-22

16

==> picture [35 x 34] intentionally omitted <==

Aro granite industries ltd.

==> picture [44 x 34] intentionally omitted <==

==> picture [159 x 58] intentionally omitted <==

1. As mandated by SEBI, effective from April 1, 2019, that securities of listed Companies shall be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialise share(s) held by them in physical form.

2. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified time to time.

3. Instructions for attending the e-AGm and e-voting are as follows:

Instructions for attending the e-AGm:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the Companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). In continuation of MCA’s General Circular No. 20/2020, dated 05th May, 2020, 2/2022 dated 5[th] May, 3/2022 dated 5[th] May 2022 and after due examination, it has been decided to allow Companies whose AGMs were due to be held in the year 2021, or become due in the year 2022, to conduct their AGMs on or before 31.12.2022, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13 2021. Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

2. 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 MCA Circulars dated April 08, 2020, April 13, 2020 and 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/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the EGM/AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/ AGM through VC/OAVM will be made available to atleast 1000 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 Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/ EGM through VC/OAVM and cast their votes through e-voting.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/ EGM has been uploaded on the website of the Company at www.arotile.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.

7. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INTRUCTIONS TO SHAREHOLDERS FOR REmOTE E-VOTING AND E-VOTING DURING AGm/EGm AND JOINING mEETING THROUGH VC/OAVm ARE AS UNDER:

• (i) The voting period begins on 23.08.2022 at 10.00 A.m. and ends on 25.08.2022 at 5.00 P.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 19.08.2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites

34[tH]

AnnuAl RepoRt 2021-22

17

Aro granite industries ltd.

==> picture [159 x 58] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [34 x 34] intentionally omitted <==

of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login method	Login method
Individual Shareholders holding securities in Demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing 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 arehttps://web.cdslindia.com/ myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible Companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available athttps://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 e-Voting link available onwww.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 able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
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.comeither 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 Company name or e-Voting service provider name and you will be re-directed to e-Voting service provider 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 at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps:// eservices.nsdl.com/SecureWeb/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 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 or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting
Individual Shareholders (holding securities in demat mode) login through theirDepository 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. After Successful 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 Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe 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.

34[tH] RepoRtAnnuAl

2021-22

18

Aro granite industries ltd.

==> picture [35 x 34] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [159 x 58] intentionally omitted <==

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	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 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	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

• (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

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

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

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

6) If you are a first-t	ime user follow the steps given below:
	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(3).

(vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN of Aro granite industries ltd.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting

34[tH] RepoRtAnnuAl 2021-22

19

Aro granite industries ltd.

==> picture [159 x 58] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [34 x 34] intentionally omitted <==

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

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

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

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

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

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the e-mail address viz; investorgrievance@arotile.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGm/EGm THROUGH VC/OAVm & E-VOTING DURING mEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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

6. 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.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 72 hours prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investorgrievance@arotile.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investorgrievance@arotile.com. These queries will be replied to by the Company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM/EGM 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 available during the EGM/AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EmAIL/mOBILE NO. ARE NOT REGISTERED WITH THE COmPANY/ DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N

34[tH] RepoRtAnnuAl

2021-22

20

==> picture [35 x 34] intentionally omitted <==

Aro granite industries ltd.

==> picture [44 x 34] intentionally omitted <==

==> picture [159 x 58] intentionally omitted <==

M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

• (xvii) Any person who acquires shares of the Company and become a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e., 19[th] August 2022 may follow the same instructions as mentioned above for e-voting.

• (xviii) The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e., 19[th] August 2022 .

• (xix) Ms. Latika Jetley, Practising Company Secretary (CP No. 3074) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• (xx) The Scrutinizer shall, immediately after the conclusion of voting at the e-AGM, count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than two days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

• (xxi) The Result shall be declared after the e-AGM of the Company. The result declared along with the Consolidated Scrutinizer’s Report shall be placed on the Company’s website www.arotile.com and on the website of CDSL immediately.

• The Share Transfer Books and Register of Members of the Company shall remain closed from 20.08.2022 to 26.08.2022 (Both days inclusive)

• Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communications including Annual Report, Notices, Circulars etc. from the Company electronically.

• As per Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 brief resume of Smt. Sujata Arora, whose appointment as Director liable to retire by rotation (proposed at Item No. 2) is given hereunder:

Smt. Sujata Arora is a graduate from Institute of Home Economics, Delhi. She has travelled extensively and has vast knowledge on the product and marketing as well. She does not hold any other Directorship. She holds 589572 (3.91%) Equity Shares in the Company.

EXPLANATORY STATEmENT PURSUANT TO SECTION 102 OF THE COmPANIES ACT 2013

ITEm NO 4

Pursuant to provisions of section 161 of the Companies Act 2013, Shri Sundareshwara G. Sastry (DIN 00165762) was appointed as an Independent Director of the Company with the effect from 28th October 2017 and his appointment was confirmed by the shareholders of the Company at the Annual General Meeting (“AGM”) held on September 17, 2018. Accordingly, he will complete his first term as an Independent Director on October 27, 2022 and is eligible for re-appointment for second term of five years. As per the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on July 29,2022 had approved to re-appoint Shri Sundareshwara G. Sastry as an Independent Director for a second term of five years with effect from October 28, 2022. Further, pursuant to the requirements of the Act and based on his expertise, skills, rich experience, knowledge, continued valued guidance to the management and outcome of the performance evaluation during his first term of five years and the substantial contributions made by him, it is proposed to seek approval of the members by way of Special Resolution to re-appoint Shri Sundareshwara G. Sastry, as an Independent Director for a second term of five years commencing from October 28, 2022. Further, Shri Sundareshwara G. Sastry shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. Accordingly, Shri Sundareshwara G. Sastry would hold office up to the date of this Annual General Meeting. A notice has been received from a Member of the Company proposing his candidature for being appointed as a Director of the Company.

Shri Sundareshwara G. Sastry, aged around 56 years, Mechanical Engineer from S.J.Polytechnic, Bangalore. He is also an Qualified Lead Assessor of QMS / EMS / OH&SMS / EnMS– IRCA, Qualified Internal Auditor of IATF 16949 / AS 9100 / SA 8000. Shri Sastry is also a NRBPT Registered Consultant of Quality Council of India, having more than 17 years of experience. He has got more 25 years of Consulting Experience to his credit. Started Working Career with M/s Dynamatic Hydraulics Limited – 1980 to 1984 in Quality Function. Worked for M/s Wendt (India) Limited – 1984 to 1997 in various functions and capacities – Quality, Purchase, New Product Development, Projects, TQM. He has imparted Management Coach for more than 100 companies facilitating Business Process Reengineering.

Shri Sundareshwara G. Sastry has given requisite declaration that he meets the criteria of Independence as prescribed under section 149(6) of the Companies Act 2013 and has given his consent to act as an Independent Director of the Company. Shri Sundareshwara G. Sastry is also not disqualified from being appointed as Director in terms of Section 164 of the Companies Act 2013. In the opinion of the Board Shri Sundareshwara G. Sastry fulfills the conditions of his appointment as an Independent Director of the Company specified in the Act & Rules made thereunder. Shri Sundareshwara G. Sastry being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for five consecutive years for a term up to 27th October 2027.”

None of the Directors except Shri Sundareshwara G. Sastry or their relatives or Key Managerial person or their relatives has any nature of concern or interest, financial or otherwise, directly or indirectly in respect of proposed resolution.

ITEm NO 5

Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘ SEBI Listing Regulations ’), as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, states that all Material Related Party Transaction (‘ RPT ’) with an aggregate value exceeding 1,000 crore or 10% of annual consolidated

34[tH] RepoRtAnnuAl 2021-22

21

Aro granite industries ltd.

==> picture [159 x 58] intentionally omitted <==

==> picture [44 x 34] intentionally omitted <==

==> picture [34 x 34] intentionally omitted <==

turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require approval of shareholders by means of an ordinary resolution. The said limits are applicable even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. The amended Regulation 2(1)(zc) of the SEBI Listing Regulations has also enhanced the definition of related party transaction which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

As a part of its regular business, the Company exports granite tiles, granite slabs and quartz slabs to Aro granite international Inc, U.S.A. a company promoted by relatives of the promoter Shri Sunil K Arora. The Management has provided the Audit Committee with the relevant details, as required under law, of various proposed RPTs including material terms and basis of pricing. The Audit Committee, after reviewing all necessary information, has granted approval for entering into RPTs with Aro granite international Inc, U.S.A for an aggregate value of up to Rs. 100.00 crores to be entered in any financial year. The Audit Committee has noted that the said transactions will be on arms’ length basis and in the ordinary course of business of the Company.

Accordingly, basis the review and approval of the Audit Committee, the Board of Directors recommend the resolution accompanying Notice to the shareholders for approval.

Details of the proposed transactions with Aro granite international Inc, U.S.A, being a related party of the Company, are as follows:

Notice to the shareholders for approval. Details of the proposed transactions with Aro granite international	Inc, U.S.A, being a related party of the Company, are as follows:
Particulars	Information
Name of the Related Party	Aro Granite International Inc, U.S.A.
Nature of Relationship	Company promoted by relatives of the promoter Shri Sunil K Arora
Name of Director(s) or Key Managerial Personnel who is related	Shri Sunil K Arora, Shri Sahil Arora and Smt Sujata Arora
Nature and particulars of transactions with Aro Granite International Inc, U.S.A.	Export of granite tiles, granite slabs and quartz slabs. These transactions are in the ordinary course of business and are on arm’s length basis.
Material terms of the transactions	Transactions are in the ordinary course of business and on arm’s length basis.
Estimated monetary values of such Related Party Transactions	For an amount aggregating upto Rs 100.00 Crores in anyfinancialyear.
Whether the transactions have been approved by the Audit Committee	The proposed Related Party Transactions (RPTs) are in accordance with the RPTpolicyof the Company.
Any other information relevant or important for the members to make a decision on theproposed transactions	None

The RPTs will be entered based on the market price of the relevant material and service. Where market price is not available, alternative method including reimbursement of actual cost incurred or cost plus mark-up as applicable at the sole discretion of the independent consulting firm has been considered as per arm’s length pricing criteria.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve resolutions.

None of the Directors or Key Managerial Personnel of the Company except Shri Sunil K Arora, Shri Sahil Arora, Smt. Sujata Arora and their relatives may be deemed to be concerned or interested, directly or indirectly, in this Resolution.

The Board recommends the Resolution for the approval of the Members.

FOR THE ATTENTION OF THE SHAREHOLDERS

1. Shareholders having multiple folios are requested to write to the Company for consolidation of the Folios to save the administrative

2. or servicing costs.

3. Requests for transfer of Shares and related correspondence should be addressed to the Company’s Registrar & Share Transfer Agent m/s Alankit Assignments Limited, Alankit House, 4E/2, Jhandewalan Extension, New Delhi 110055. The shareholder may approach their Depository Participant for getting their shares dematerialised and in respect of the shares already held in dematerialised mode for registration of change in their addresses, bank mandates and nominations etc. For any further clarifications and other matters kindly write to the Company Secretary at 1001, 10[th ] Floor, DLF Tower A, Jasola, New Delhi 110025 or e-mail: investorgrievance@arotile.com. Please quote your folio no/DP ID/Client ID and number of shares for prompt attention.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund: Pursuant to Section 125 of the Companies Act 2013, the unclaimed dividend for financial year ended 31.03.2015 will be transferred to the Investor Education and Protection Fund. Therefore those shareholders who have not yet encashed the dividend warrants may write to the Company for revalidation/ issue of fresh dividend warrants quoting their folio no/DP ID/Client ID. Shareholders who have not encashed their dividend warrants for the financial years 2015-16 to 2020-21 are requested to send the same for revalidation to the Company at the address given at point No. 2 above.

34[tH] RepoRtAnnuAl 2021-22

22

==> picture [35 x 34] intentionally omitted <==

Aro granite industries ltd.

==> picture [44 x 34] intentionally omitted <==

==> picture [159 x 58] intentionally omitted <==

1. Nomination: Pursuant Section 72 of the Companies Act, 2013 individual Shareholders holding shares in the Company singly or jointly may nominate an individual to whom all the rights in the shares in the Company shall vest in the event of death of the sole/ all joint Shareholders. Members are requested to submit the details to their Depository Participants in case the shares are held by them in electronic form and to the Company’s Registrar and transfer Agent (RTA) in case the shares are held by them in physical form, quoting their folio Number.

2. Dematerialisation of Share and Liquidity: As per Regulation 40 of SEBI Listing Regulations, as amended, transfer of Securities would be carried out in dematerialized form only with effect from April 1, 2019, except in case of transmission or transposition of securities. However, Members can continue to hold shares in physical form. In view of the same and to eliminate all risks associated with physical shares and 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 RTA assistance in this regard. Company’s ISIN No. is INE210C01013.

3. Pursuant to Section 101 of the Companies Act 2013 and the Rules made there under, the Company is permitted to send various notices/documents under the Companies Act 2013, to its shareholders, through electronic mode. We request to Members to support this initiative and register their e-mail addresses in respect of shares held in: (1) dematerialised mode, with their Depository Participants; and (2) physical mode with Alankit Assignments Limited (RTA). Please quote the following particulars in the e-mail Registration Request: Folio No./DP ID –Client ID, PAN, Name (s) of Registered Holder(s), Address, Telephone and e-mail Address (to be registered for sending future communications through e-mail) and send the same under your signature(s).

4. The Securities and Exchange Board of India (SEBI) has mandated the submission of permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

Green Initiative in Corporate Governance: Register e-mail Address

The Ministry of Corporate Affairs has now permitted Companies to send various notices/documents under the Companies Act, 2013 to its shareholders, through electronic mode. We request the Members to support this initiative and register their e-mail addresses in respect of shares held in: (1) dematerialized mode, with their Depository Participants; and (2) physical mode with Alankit Assignments Ltd. (RTA). Please quote the following particulars in the e-mail Registration Request: Folio No./DPID-Client ID, PAN, Names (s) of Registered Holder(s), Address, Telephone and e-mail Address (to be registered for sending future communications through e-mail)

34[tH]

AnnuAl RepoRt 2021-22

23