Arvind Ltd. — Regulatory Filings 2021

Jan 28, 2021

L ArVIno

January 28, 2021

To BSE Limited Listing Dept. I Dept. of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

Security Code : 500101 Security ID : ARVIND

To

National Stock Exchange of India Ltd. Listing Dept.,Exchange Plaza, 5th Floor Plot No. C/1, G. Block Bandra-Kurla Complex Sandra (E) Mumbai - 400 051

Symbol: ARVIND

Dear Sirs,

• Sub.: Postal Ballot Notice for approval of the request for reclassification of a shareholder from the 'Promoter Group' to the 'Public' Category.
• Ref.: Regulation 30 read with Part A of the Schedule Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With reference to the captioned subject, we are enclosing herewith the notice of postal ballot dated 25th January, 2021 seeking approval of members of the Company by way of an ordinary resolution for approval of request for reclassification of a shareholder from the 'Promoter Group' to the 'Public' Category.

Further, the calendar of events in connection with the postal ballot is as under:

Sr. No.	Particulars	Schedule
1	Cut - off Date for identification of voting	Friday, 22nd January, 2021
	rights of the members
2	Date and time of commencement of	Saturday, 30th January, 2021 [09:00 a.m.]
	remote e-voting
3	Date and time of end of remote e-voting	Sunday, 28th February, 2021 [05:00 p.m.]
4	Submission of report by the Scrutinizer	on or before Tuesday, 2nd March, 2021
5	Date of declaration of results of voting	on or before Tuesday, 2nd March, 2021

Kindly take this disclosure on record and disseminate.

Thanking you,_

Company Secretary

Encl.: As above

Arvind Limited, Naroda Road. Ahmedabad. 380 025, India Tel.: +91 79 68268000 CIN: L 17119GJ1931 PLC000093

ARVIND LIMITED

(CIN: L17119GJ1931PLC000093) Regd. Office: Naroda Road, Ahmedabad - 380025.

Phone: 079-68268000, Fax: 079-68268668 Email: investor@arvind.in, Website: www.arvind.com

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE is hereby given, in accordance with Section 110 of the Companies Act, 2013 ('the Act') read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") including any amendment(s) thereof, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), General Circular th th th No. 14/2020 dated 8 April, 2020, General Circular No. 17/2020 dated 13 April, 2020, General Circular No. 22/2020 dated 15 June, 2020, th st General Circular No. 33/2020 dated 28 September, 2020 and General Circular No. 39/2020 dated 31 December, 2020 ("General Circulars") issued by the Ministry of Corporate Affairs (the "MCA") for seeking the approval of the Members of Arvind Limited (the "Company") by way of ordinary resolution for the business set out hereunder through Postal Ballot through remote e-voting ("Postal Ballot/ E-Voting").

In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, MCA in terms of its General Circulars, has advised the companies to take all decisions of urgent nature requiring members'approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/E-Voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. Moreover, in terms of the General Circulars, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the General Circulars.

An Explanatory Statement pursuant to Section 102(2) of the Act setting out all material facts relating to the proposed resolution is annexed hereto for your consideration.

The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Hitesh Buch, proprietor of M/s Hitesh Buch & Associates, Practicing Company Secretaries, (COP No. 8195) as the Scrutinizer for conducting the voting process through Postal Ballot / E-Voting in accordance with the law and in a fair and transparent manner.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged National Securities Depository Limited ("NSDL") to provide e-voting facility for its Members. The procedure for e-voting is given in Point No. 7 th below in the Notes. The E-Voting facility is available at the link www.evoting.nsdl.com from 09:00 AM on Saturday, 30 January 2021 up to th th 05:00 PM on Sunday, 28 February 2021. E-Voting module will be blocked by NSDL at 05:00 PM on Sunday, 28 February 2021 and voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot/E-Voting shall be announced on or before Tuesday, nd 2 March 2021 by 05:00 PM and will be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days and shall be communicated to BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") where the equity shares of the Company are listed. The results of the Postal Ballot/E-Voting will also be displayed on the Company's website at www.arvind.com and on the website of NSDL at www.evoting.nsdl.com.

The last date of the E- Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

Special Business

Item No. 1

To approve the request for reclassification of a shareholder from the 'Promoter Group'to the 'Public'Category:

To consider and if thought fit, to approve the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modifications or re-enactment thereof for the time being in force) ("Listing Regulations") and other applicable laws and subject to necessary approvals from the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, "Stock Exchanges") and such other approvals as may be necessary and in accordance with the recommendation of the Board, consent of the Members be and is hereby accorded for the reclassification of the status of following person/entity (hereinafter referred to as the 'Outgoing Person') from "Promoter Group" category to the "Public" category shareholder of the Company :

Name of the Outgoing Person	No. of Equity Shares held as on the date of this Notice	Percentage of Shareholding / Voting Rights
AML Employees' Welfare Trust	63,273,317	2.44%

RESOLVED FURTHER THAT in supersession of any provision etc., their special rights, if any, with respect to the Company through formal or informal arrangements including through any shareholders agreements, if any, stand withdrawn/terminated and be null and void, with immediate effect.

RESOLVED FURTHER THAT upon receipt of necessary approval(s) for reclassification of the aforementioned Outgoing Person, the Company shall affect such re-classification in the statement of shareholding pattern of the Company to be filed under Regulation 31 of the Listing Regulations from the immediate succeeding quarter and in all other disclosures as may be required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions for the time being in force.

RESOLVED FURTHER THAT any one of the directors and R. V. Bhimani, Company Secretary of the Company, be and are hereby

1

jointly and severally authorised to intimate Stock Exchanges post members' approval, and to submit a reclassification application to the Stock Exchanges within the permitted time, and to execute all such forms, documents, instruments, papers and writings etc., on behalf of the Company, as may be required from time to time, to do and to perform all such acts, deeds and things as may be necessary to give effect to this resolution and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution."

Registered Office: By Order of the Board Naroda Road Ahmedabad-380025 R.V. Bhimani

Company Secretary

th Date: 25 January, 2021 Place: Ahmedabad

NOTES:

• 1. The approval of shareholders of the Company is solicited by passing ordinary resolution through Postal Ballot/ E-Voting for businesses set out in Item No. 1 of this Notice. This Postal Ballot Notice is being sent to all shareholders, whose names appear in nd the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, 22 January 2021 ("Cut-off Date"). Members holding equity shares as on the Cut-off Date can cast their vote using remote e-voting facility only. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.
• 1. Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special business is appended.
• 1. Resolution, if approved, by the shareholders by means of Postal Ballot /E-Voting is deemed to have been passed at a General Meeting of the shareholders and the last date of the E- Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
• 1. In terms of the General Circulars, the Postal Ballot Notice is sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut-off Date and is also available on the website of the Company at www.arvind.com.
• 1. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as "AL-Postal Ballot-Registration of e-mail Ids" to Registrar and Transfer Agent of the Company, i.e., Link Intime India Private Limited at ahmedabad@linkintime.co.in or to the Company at investor@arvind.in with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.
• 1. A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E-Voting.

7. Voting through Electronic Means:

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

th th The voting period begins at 09:00 AM on Saturday, 30 January 2021 and ends at 5:00 PM on Sunday, 28 February 2021. The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares nd either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, 22 January 2021 may cast their vote electronically.

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

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

A. Details on Step 1 is mentioned below:

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

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following
• URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password 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.
• 1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Your password details are given below:
• a. If you are already registered for e-Voting, then you can use 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.
• 1. 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 evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• 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.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.
• B. Details on Step 2 is given below:

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

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After clicking on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcs.buchassociates@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. 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.
• 1. 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.

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:

• 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), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@arvind.in.
• 1. 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-attested scanned copy of Aadhar Card) to investor@arvind.in.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 1

AML Employees' Welfare Trust ("Outgoing Person"), a member of the Promoter and Promoter Group of the Company has, vide its letter th dated 29 October 2020, requested for reclassification of their status from "Promoter Group" Category to "Public" Category as per Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") ("Request Letter"). Their current holding is given below:

Name of the Outgoing Person	No. of Equity Shares held as on the date of this Notice	Percentage of Shareholding / Voting Rights
AML Employees' Welfare Trust	63,27,317	2.44%

Vide Request Letter, the Outgoing Person has informed that they are not, directly or indirectly, associated with the business of the Company and do not have any influence over the business and policy decisions made by the Company and they are not involved in the day to day activities of the Company nor are they exercising any control over the affairs of the Company. Further, the Outgoing Person has confirmed that it along with the person related to it (as defined under sub-clauses (ii), (iii) and (iv) of clause (pp) of sub-regulation (1) of Regulation 2 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018):

• i) does not, together, hold more than 10% (ten percent) of the total voting rights in the Company;
• ii) does not exercise control over the affairs of the Company, directly or indirectly;
• iii) does not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;
• iv) is not represented on the board of directors of the Company (including through nominee director);
• v) is not acting as a key managerial person in the Company;
• vi) is not 'wilful defaulters' as per the Reserve Bank of India Guidelines; and
• vii) is not fugitive economic offenders.

Further, the Outgoing Person has confirmed that subsequent to its reclassification, it will continue to comply with the provisions of Regulation 31A(4) of the Listing Regulations.

th At its meeting held on 29 October 2020, the Board of Directors of the Company noted that –

• a. The Company is in compliance with requirements of minimum public shareholding as required under Regulation 38 of the Listing Regulations;
• b. The trading in equity shares of the Company have not been suspended by the stock exchanges where equity shares of the Company are listed;
• c. The Company does not have outstanding dues to the SEBI, stock exchanges or the depositories.

And after considering the confirmations and undertakings given in the Request Letter with respect to compliance with Regulation 31A of the Listing Regulations, accepted and approved the request received from Outgoing Person for reclassifying its status as Public. Subsequent to the reclassification of the Outgoing Person, the shareholding of the Promoter and Promoter Group of the Company will be 42.61%.

In accordance with Regulation 31A of the Listing Regulations, the reclassification of status of a shareholder from 'promoter group' category to 'public' category, inter alia, requires approval of shareholders of the company by way of an ordinary resolution and also the approval of the Stock Exchanges, where the equity shares of the Company are listed.

Accordingly, the Board recommends the resolution proposed in Item No.1 of the Notice for the approval of members by way of an Ordinary Resolution.

None of Director or Key Managerial Personnel or their relatives is concerned or interested in the said resolution.

Relevant document(s) referred to in respect of the above item is/are open for inspection by the Members, at the Registered Office of the Company, on all working days during 2:30 PM to 4:30 PM from the date of dispatch of Notice up to the last date of e-voting through th Postal Ballot/E-voting i.e. Sunday, 28 February 2021.

Naroda Road Ahmedabad-380025 R.V. Bhimani

Registered Office: By Order of the Board

Company Secretary

th Date: 25 January, 2021 Place: Ahmedabad