AYM Syntex Limited — AGM Information 2021

Sep 5, 2021

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5[th] September, 2021

To,

BSE Limited National Stock Exchange of India Limited Department of Corporate Services, Exchange Plaza, Bandra-Kurla Complex, Bandra SP. J. Towers, Dalal Street, Mumbai – 400 001 (E), Mumbai – 400 051 (Scrip Code-508933) (Symbol : AYMSYNTEX)

- Sub: Notice of Annual General meeting, Closure of Register of member and Instructions on E voting

Dear Sir,

This is to inform you that 38[th] Annual General Meeting (AGM) of the Company is scheduled on Wednesday, 29[th] September 2021 at 12.30 P.M through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”).

Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Register of Members and Transfer Books of the Company will remain closed from Sunday, 26[th] September, 2021 to Wednesday, 29[th] September, 2021 (both days inclusive) for the purpose of AGM.

Further pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing e-voting facility to its shareholders in respect of resolutions to be passed at the AGM. The Company has engaged the services of National Securities Depository Limited as the authorized agency to provide remote e-voting facility.

The remote e-voting facility shall be kept open from Sunday, 26[th] September, 2021 (9:00 a.m.) to Tuesday, 28[th] September, 2021 (5:00 p.m.) for shareholders to cast their votes electronically. The cutoff date for voting (including remote e-voting) shall be Wednesday, 22[nd] September, 2021.

The detailed instructions with respect to voting have been mentioned in the Notice of AGM.

In accordance with the MCA and SEBI Circulars, the Annual Report together with the Notice of the AGM is being dispatched only by electronic mode to those Shareholders whose email addresses are registered with the Company/ Registrar and Transfer Agent (RTA) /National Securities of Depository Limited (NSDL). Accordingly the Annual Report together with the Notice of the AGM have been dispatched on 4[th] September 2021 through e-mail.

The Annual Report and Notice of AGM is available on Company’s website at www.aymsyntex.com.

Kindly take a note of the same. For AYM SYNTEX Limited

Digitally signed by ASHITOSH SHETH Date: 2021.09.05 13:51:58 +05'30'

ASHITOSH SHETH

Ashitosh Sheth Company Secretary ACS 25997

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NOTICE

NOTICE is hereby given that the 38th Annual General Mee�ng of AYM Syntex Limited will be held through Video Conferencing or other audio-visual means, on Wednesday, 29th September 2021 at 12.30 PM to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited financial statements for the financial year ended 31st March 2021 and the reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh R Mandawewala, who re�res by rota�on, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

Ra�fica�on of remunera�on payable to the Cost Auditor

1. To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 148 and all other applicable provisions of the Companies Act, 2013, Companies (Cost Records and Audit) Rules 2014 and the Companies (Audit and Auditors) Rules, 2014 (including statutory modifica�ons or re-enactment thereof, for the �me being in force), payment of remunera�on of Rs.1,30,000 per annum (Rupees One Lakh Thirty Thousand Only) to M/s. Kiran J Mehta & Co., the Cost Accountant (Registra�on Number: 000025) appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March 2022, be and is hereby ra�fied and approved.”

Re-appointment of Mr. Abhishek Mandawewala as Managing Director & Chief Execu�ve Officer and Fixing of his Remunera�on

1. To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the recommenda�on of the Nomina�on and Remunera�on Commi�ee and approval of the Board of Directors and subject to the provisions of Sec�on 196, 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Companies (Appointment and Remunera�on of Managerial Remunera�on) Rules, 2014 and Schedule V of the Act (including any statutory modifica�on, varia�on thereto or reenactment thereof, for the �me being in force), and in accordance with applicable regula�ons of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force),approval of the members of the Company be and is hereby accorded to the reappointment of Mr. Abhishek R. Mandawewala (DIN:

00737785), as the Managing Director and CEO of the Company for the period of Three years, with effect from 1st August 2021 to 31st July , 2024, as well as the payment of salary, commission and perquisites (hereina�er referred to as ‘remunera�on’), upon the terms and condi�ons as detailed in the explanatory statement a�ached hereto, which is hereby approved and sanc�oned with the authority to the Board of Directors (hereina�er referred to as “the Board” (which term shall be deemed to include any Commi�ee of the Board cons�tuted to exercise its powers, including the powers conferred by this Resolu�on) to alter and vary the terms and condi�ons of the re-appointment and/or agreement in such manner as may be agreed to between the Board and Mr. Abhishek R. Mandawewala.

RESOLVED FURTHER THAT the terms of remunera�on as set out in the Explanatory Statement of this Resolu�on shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforemen�oned remunera�on comprising salary, perquisites and benefits approved herein be con�nued to be paid as minimum remunera�on to the Managing Director and CEO of the Company, subject to such other approvals as may be necessary;

“RESOLVED FURTHER THAT contribu�on to provident fund, superannua�on fund or annuity fund and gratuity as may be payable under the provisions of the relevant acts and to the extent exempt under Income Tax Act and encashment of leave at the end of tenure shall not be computed in the aforesaid ceiling for perquisites and allowances.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in rela�on to the above and to se�le all ma�ers arising out of and incidental thereto and to sign and execute deeds, applica�ons, documents, instruments and wri�ngs that may be required, on behalf of the Company and generally to do all such other acts, deeds, ma�ers and things as may be necessary, proper, expedient or incidental for giving effect to this Resolu�on.”

Place : Mumbai By order of the Board Date: 15/05/2021 Ashitosh Sheth

Company Secretary ACS:25997

NOTES:

1. An Explanatory Statement pursuant to Sec�on 102 of the Companies Act, 2013, (‘the Act’) rela�ng to the Special Business to be transacted at the Annual General Mee�ng (‘AGM’) is annexed hereto. The Board of Directors have considered and decided to include the Item No. 4 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.

2. In view of the massive outbreak of COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from �me to �me, physical a�endance of the Members to the AGM venue is not required and general mee�ng be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can a�end and par�cipate in the ensuing AGM through VC/OAVM.

3. AGM 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 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

4. Pursuant to Circular no.14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs (MCA), the facility to appoint proxy to a�end and cast vote for the members is not available for this AGM. However, the Body Corporates are en�tled to appoint authorised representa�ves to a�end the AGM through VC/OAVM and par�cipate there at and cast their votes through e- vo�ng.

5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and a�er the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce.

6. In terms of Sec�on 152 of the Act, Mr. Rajesh Mandawewala (DIN-00007179), Director, re�res by rota�on at the mee�ng and being eligible has offered himself for re-appointment.Mr.Abhishek Mandawewala (DIN-00737785) is being proposed to be re-appointed as Managing Director & CEO. Details as required under Regula�on 36(3) of the SEBI (LODR), 2015 is provided as Annexure-1, forming part of the No�ce.

7. The a�endance of the Members a�ending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Sec�on 103 of the Act.

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT

1. In accordance with various circulars issued by MCA, owing to the difficul�es involved in dispatching of physical copies of the Annual Report or other documents required to be a�ached therewith, such statements including the No�ce of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Par�cipant(s).

2. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by wri�ng to the Company at complianceofcer@aymgroup.com along with the copy of the signed request le�er men�oning the name and address of the Member, selfa�ested copy of the PAN card and self-a�ested copy of any document (eg.: Driving License, Elec�on Iden�ty Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Par�cipants. In case of any queries / difficul�es in registering the e-mail address, M e m b e r s m a y w r i t e t o t h e C o m p a n y a t complianceofcer@aymgroup.com or to the Registrar and Transfer Agent of the Company, M/s. Link In�me I n d i a P r i v a t e L i m i t e d ( ‘ L i n k I n �m e ’ ) a t rnt.helpdesk@linkin�me.co.in

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING

1. The remote e-vo�ng period begins on Sunday, 26th September 2021 at 09:00 A.M. and ends on Tuesday, 28th September 2021 at 05:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cutoff date) i.e. 22nd September 2021, may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being 22nd September 2021.

2. How do I vote electronically using NSDL e-Vo�ng system? The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

Step 1: Access to NSDL e-Vo�ng system

A) Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and

Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Login method for Individual shareholders holding securi�es in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securi�es 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: either h�ps://eservices.nsdl.com/ on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under “IDeAS” sec�on. A new screen will open. You will have to enter your User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services. Click on “Access to e- Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider - NSDL and you will be re- directed to NSDL e-Vo�ng website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. If the user is not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com.Select “Register Online for IDeAS” Portal or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider - NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.
Individual Shareholders holding securi�es in demat mode with CDSL	1. 2. 3. 4.	Exis�ng users who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further a u t h e n �c a �o n . T h e U R L fo r u s e rs t o l o g i n t o Ea s i / Ea s i e st a re h�ps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. A�er successful login of Easi/Easiest the user will be also able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi/Registra�on/EasiRegistra�on Alterna�vely, the user can directly access e-Vo�ng page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP i.e. NSDL where the e-Vo�ng is in progress.
Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants	You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Once login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on op�ons available against company name or e-Vo�ng service provider-NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

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

• B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e- Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :

Manner of holding	Your User ID is:
shares i.e. Demat
(NSDL or CDSL) or
Physical
a) For Members who	8 Character DP ID followed by 8
hold shares in	Digit Client ID For example if your
demat account	DP ID is IN300*** and Client ID
with NSDL.	is 12** then your user ID is
	IN30012***.

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

• c) For Members EVEN Number followed by Folio holding shares in Number registered with the Physical Form. company For example if folio number is 001 and EVEN is 1 0 1 4 5 6 t h e n u s e r I D i s 101456001

• Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.

• b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.

• c) How to retrieve your ‘ini�al password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘ini�al 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 a�achment 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 ‘ini�al password’.

  • ii) If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:

• a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.

• c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning 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 cas�ng the votes on the e-Vo�ng system of NSDL.

• A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

• Now, you will have to click on “Login” bu�on

• A�er you click on the “Login” bu�on, Home page of e- Vo�ng will open.

Step 2: Cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system.

How to cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng systems:

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle and General Mee�ng is in ac�ve status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period and cas�ng your vote during the General Mee�ng. For joining virtual mee�ng, you need to click on “VC/OAVM” link placed under “Join General Mee�ng”.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens

4. Cast your vote by selec�ng appropriate op�ons i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirma�on, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

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

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR P R O C U R I N G U S E R I D A N D PA S S W O R D A N D 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 cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to (Company email id).

2. 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 a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode.

3. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.co.in for procuring user id and password for e-vo�ng by providing above men�oned documents.

4. In terms of SEBI circular dated December 9, 2020 on e- Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Vo�ng on the day of the AGM is same as the instruc�ons men�oned above for remote e- vo�ng.

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

3. Members who have voted through Remote e-Vo�ng will be eligible to a�end the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Vo�ng on the day of the AGM shall be the same person men�oned for Remote e-vo�ng.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to a�end the AGM through VC/OAVM through the NSDL e-Vo�ng system. Members may access by following the steps men�oned above for Access to NSDL e-Vo�ng system. A�er successful login, you can see link of “VC/OAVM link” placed under “Join General mee�ng” menu against company name. You are requested to click on VC/OAVM link placed under Join General Mee�ng menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo�ng or have forgo�en the User ID and Password may retrieve the same by following the remote e-Vo�ng instruc�ons men�oned in the no�ce to avoid last minute rush.

2. Members are encouraged to join the Mee�ng through Laptops for be�er experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.

4. Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to

Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.

1. Shareholders who would like to express their views/ ask ques�ons during the mee�ng may register themselves as a speaker by sending their request in advance atleast 3 days prior to mee�ng men�oning their name, demat account number/folio number, email id, mobile number at complianceofcer@aymgroup.com.

2. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to mee�ng men�oning their name demat account number/folio number, email id, mobile number at complianceofcer@aymgroup.com. The same will be replied by the company suitably by e-mail.

3. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask ques�ons during the mee�ng. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system available during the AGM.

4. Members who need assistance before or during the AGM with use of technology can:

5. a. Send a request at evo�ng@nsdl.co.in or use Toll free no.: 1800-222-990; or

6. b. Contact Ms. Sarita Mote, representa�ve of NSDL at the designated email ID: saritam@nsdl.co.in or at telephone number +91-022-24994890.

GENERAL INFORMATION:

1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the No�ce calling the AGM has been uploaded on the website of the Company at www.aymsyntex.com. The No�ce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respec�vely and the AGM No�ce is also available on the website of NSDL (agency for providing the Remote e- Vo�ng facility) i.e. www.evo�ng.nsdl.com.

2. The vo�ng rights shall be as per the number of equity shares held by the Member(s) as on 22nd September 2021, being the cut-off date. Members are eligible to cast vote electronically only if they are holding shares as on that date.

3. The Company has appointed Mr. Hitesh Gupta, Company Secretary in whole �me prac�ce (ACS-No. 33684; CP No.12722) as the scru�nizer to scru�nize the e-vo�ng process in a fair and transparent manner.

4. Ins�tu�onal/Corporate shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/

5. Authority le�er etc. with a�ested specimen signature of the duly authorized signatory (ies) who are authorized to v o t e , t o t h e S c r u �n i z e r b y e - m a i l t o cshitesh.gupta@gmail.com with a copy marked to evo�ng@nsdl.co.in.

6. The result of vo�ng shall be declared by the Chairman of the mee�ng on or a�er AGM of the Company. The results declared along with the Scru�nizer’s Report shall be placed on the Company’s website www.aymsyntex.com and will be communicated to the Stock Exchanges where the shares of the Company are listed.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

1. All the documents referred to in the accompanying No�ce and Explanatory Statements, shall be available for inspec�on through electronic mode, basis the request being sent on complianceofcer@aymgroup.com.

2. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Sec�on 170 of the Act and the Register of Contracts or arrangements in which Directors are interested under Sec�on 189 of the Act shall be available electronically for inspec�on. Members seeking to inspect such documents can request t h e C o m p a n y b y s e n d i n g a n e - m a i l t o complianceofficer@aymgroup.com.

OTHERS:

1. As per Regula�on 40 of SEBI Lis�ng Regula�ons, as amended, securi�es of listed companies can be transferred only in dematerialised form with effect from, 1st April, 2019, except in case of request received for transmission or transposi�on of securi�es. In view of this and to eliminate all risks associated with physical shares and for ease of por�olio management, members holding shares in physical form are requested to consider conver�ng their holdings to dematerialised form. Members can contact the Company or its RTA, M/s. Link In�me India Private Limited (‘Link In�me’) for the same.

2. The Securi�es and Exchange Board of India (SEBI) vide its circular dated 20th April, 2018 has mandated registra�on of Permanent Account Number (PAN) and Bank Account Details for all securi�es holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details to the Company by sending a duly signed le�er along with self-a�ested copy of PAN Card and original cancelled cheque through email at complianceofcer@aymgroup.com or members can send the foresaid documents to Link In�me India Private Limited at C-101, 247Park, LBS Marg, Vikhroli (w), Mumbai -400083. The original cancelled cheque should bear the name of the Member. In the alterna�ve, Members are requested to submit a copy of bank passbook / statement a�ested by the bank.

3. Members holding shares in demat form are requested to submit the aforesaid informa�on to their respec�ve Depository Par�cipant (DPs) with whom they maintain their demat accounts.

4. The MCA had no�fied provisions rela�ng to unpaid / unclaimed dividend under Sec�ons 124 and 125 of Companies Act, 2013 and Investor Educa�on and Protec�on Fund (Accoun�ng, Audit, Transfer and Refund) Rules, 2016. As per these Rules, dividends which are not encashed / claimed by the shareholder for a period of seven consecu�ve years shall be transferred to the Investor Educa�on and Protec�on Fund (IEPF) Authority. The IEPF Rules mandate the companies to transfer the shares of shareholders whose dividends remain unpaid / unclaimed for a period of seven consecu�ve years to the demat account of IEPF Authority.

5. The Company has unpaid/unclaimed dividend on preference shares since 2014. Hence, the Company urges all the preference shareholders to encash / claim their respec�ve dividend on Preference shares during the prescribed period. The details of the unpaid / unclaimed amounts lying with the Company are available on the website of the Company at www.aymsyntex.com.

Members are requested to contact Investor Rela�ons Department of the Company for encashing the unclaimed dividends standing to the credit of their account. The detailed dividend history and due dates for transfer to IEPF are available on ‘Investor Rela�ons’ page on the website of the Company at www.aymsyntex.com.

Place : Mumbai By order of the Board Date: 15/05/2021 Ashitosh Sheth Company Secretary ACS:25997

Registered Office of the Company:

Plot no.1, Survey no.374/1/1, Village Saily, Silvassa 396230, U.T of Dadra & Nagar Haveli CIN: L99999DN1983PLC000045 Phone:+ 91-022-61637000/7001 E-mail: complianceofficer@aymgroup.com Website: www.aymsyntex.com

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3

Ra�fica�on of remunera�on payable to the Cost Auditor

The Company being in a tex�le industry has to appoint cost auditor pursuant to no�fica�on dated 31st December, 2014 issued by the Ministry. The Board, on the recommenda�on of the Audit Commi�ee, has appointed M/s. Kiran J Mehta & Co., Cost Auditors to conduct the audit of cost records of the Company for the financial year ending March 31, 2022.

Pursuant to the provisions of Sec�on 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the remunera�on payable to the Cost Auditors has to be ra�fied by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary resolu�on as set out at Item No.3 of the No�ce for ra�fica�on of the remunera�on payable to M/s. Kiran J Mehta & Co., Cost Auditors for the financial year ending March 31, 2022.

None of the Key Managerial Personnel or Directors of the Company or their rela�ves have any interest or concern in the proposed resolu�on.

ITEM NO.4

Re-appointment of Mr. Abhishek Mandawewala as Managing Director & Chief Execu�ve Officer and Fixing of his Remunera�on

The Members of the Company at the Annual General Mee�ng held on September 25, 2018, had re-appointed Mr. Abhishek R. Mandawewala as the as a Managing Director & CEO for a period of three years w.e.f 1st August 2018 to 31st July, 2021.

The present term of Mr. Abhishek R. Mandawewala will expire by efflux of �me on July 31, 2021. As per provisions of Sec�on 196 of the Companies Act, 2013 (the ‘Act’) no re-appointment of Managing Director shall be made earlier than one year before the expiry of his term.

On the recommenda�on of Nomina�on and Remunera�on commi�ee, the Board of directors at their mee�ng held on 15th May 2021 reappointed Mr. Abhishek R. Mandawewala as a Managing Director & CEO for a period of three years w.e.f 1st August 2018 to 31st July, 2021 on remunera�on men�oned in the resolu�on.

Mr. Abhishek R. Mandawewala has rich and varied experience in the industry and has been involved in the opera�ons of the Company from 2015 onwards. He has been instrumental in ini�a�ng the transforma�onal journey of the Company and has created world class manufacturing facility involving diverse technology that has elevated the company’s capaci�es. His leadership skills has up-scaled the landscape of the business and opened opportuni�es for expansion, customer base, new industry developments and so forth. Mr. Abhishek R. Mandawewala is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge

The re-appointment of Mr. Abhishek R. Mandawewala is appropriate and in the best interest of the Company.

Therefore, it is proposed to re-appoint Mr. Abhishek R. Mandawewala as the Managing Director & CEO of the Company for further period of 3 years w.e.f. 1st August 2021. Mr. Abhishek R. Mandawewala has submi�ed declara�on with the Company that he fulfills the criteria stated in Part I of Schedule V to the Act. The Nomina�on & Remunera�on Commi�ee has recommended and Board has also approved appointment of and remunera�on payable to Mr. Abhishek R. Mandawewala as Managing Director & CEO for the period of Three years as stated above.

A copy of dra� le�er pertaining to his appointment is kept open for inspec�on of members at the registered office of the Company on any working day of the Company between 11.00 a.m. to 1.00 p.m. upto the date of this Annual General Mee�ng.

None of the Key Managerial Personnel or Directors of the Company except Mr. Abhishek R. Mandawewala himself and Mr. R. R. Mandawewala and Mrs. Khushboo Mandawewala being his rela�ves are in any way concerned or interested in the said resolu�on.

Informa�on pursuant to Schedule V of the Companies Act, 2013

GENERAL INFORMATION:

• 1) Nature of industry – Tex�le

• 2) Financial performance based on given indicators –

|(**in Lakhs)**<br>**2020-21**<br>**2019 - 20**<br>Revenue from opera�ons<br>(net of excise*)<br>94,741.03 102,797.63<br>Other Income<br>280.72<br>336.92<br>Total revenue<br>95,021.75 103,134.55<br>EBIDTA<br>9,417.36<br>9,764.75<br>EBIDTA Margin (%)<br>9.91<br>9.47<br>Finance Costs<br>3,409.13<br>3,824.32<br>Deprecia�on and amor�za�on expense<br>4,269.74<br>4,477.66<br>Proft before tax<br>1,738.49<br>1,017.89<br>Current Tax<br>398.06<br>175.08<br>Deferred tax<br>(69.05)<br>(897.75)<br>Proft a�er tax<br>1,409.48<br>1,740.56<br>Other comprehensive income for the<br>year,net of tax<br>(29.33)<br>(10.90)<br>Total comprehensive income for theyear 1,380.15<br>1,729.66<br>Earning per share(Basic)<br>2.82 3.61<br>Earning per share (Diluted)<br>2.81<br>3.61|**(**in Lakhs)
2020-21
2019 - 20
Revenue from opera�ons
(net of excise)
94,741.03 102,797.63
Other Income
280.72
336.92
Total revenue
95,021.75 103,134.55
EBIDTA
9,417.36
9,764.75
EBIDTA Margin (%)
9.91
9.47
Finance Costs
3,409.13
3,824.32
Deprecia�on and amor�za�on expense
4,269.74
4,477.66
Proft before tax
1,738.49
1,017.89
Current Tax
398.06
175.08
Deferred tax
(69.05)
(897.75)
Proft a�er tax
1,409.48
1,740.56
Other comprehensive income for the
year,net of tax
(29.33)
(10.90)
Total comprehensive income for theyear 1,380.15
1,729.66
Earning per share(Basic)
2.82 3.61
Earning per share (Diluted)
2.81
3.61|(`in Lakhs)
2020-21
2019 - 20
Revenue from opera�ons
(net of excise)
94,741.03 102,797.63
Other Income
280.72
336.92
Total revenue
95,021.75 103,134.55
EBIDTA
9,417.36
9,764.75
EBIDTA Margin (%)
9.91
9.47
Finance Costs
3,409.13
3,824.32
Deprecia�on and amor�za�on expense
4,269.74
4,477.66
Proft before tax
1,738.49
1,017.89
Current Tax
398.06
175.08
Deferred tax
(69.05)
(897.75)
Proft a�er tax
1,409.48
1,740.56
Other comprehensive income for the
year,net of tax
(29.33)
(10.90)
Total comprehensive income for theyear 1,380.15
1,729.66
Earning per share(Basic)
2.82 3.61
Earning per share (Diluted)
2.81
3.61|
|---|---|---|
||2020-21|2019 - 20|
|Revenue from opera�ons
(net of excise*)
|94,741.03|102,797.63|
|Other Income|280.72|336.92|
|Total revenue|95,021.75|103,134.55|
|EBIDTA|9,417.36|9,764.75|
|EBIDTA Margin (%)|9.91|9.47|
|Finance Costs|3,409.13|3,824.32|
|Deprecia�on and amor�za�on expense|4,269.74|4,477.66|
|Proft before tax|1,738.49|1,017.89|
|Current Tax|398.06|175.08|
|Deferred tax|(69.05)|(897.75)|
|Proft a�er tax|1,409.48|1,740.56|
|Other comprehensive income for the
year,net of tax|(29.33)|(10.90)|
|Total comprehensive income for theyear|1,380.15|1,729.66|
|Earning per share(Basic)|2.82|3.61|
|Earning per share (Diluted)|2.81|3.61|

*Revenue from opera�ons includes other opera�ve income.

INFORMATION ABOUT THE APPOINTEE:

• 1) Background details:

• Mr. Abhishek R Mandawewala was appointed as a whole �me director with effect from 1st August 2015 and subsequently elevated to the posi�on of Managing director & CEO with effect from 6th May 2017. He

2) Past Remunera�on:

looks a�er en�re opera�on of the Company. He heads marke�ng, produc�on and plants of the Company.

Rs.1,20,00,000/- per annum inclusive of all perquisites and allowances plus commission @1% p.a. of the net profits as a Managing Director and CEO of the Company as approved by the shareholders of the Company vide special resolu�on passed by the members at their Annual General mee�ng held on 25th September 2018. Actual remunera�on paid for 2020- 2021 is Rs.77,41,000/-.

• 3) Job profile and his suitability:

Job profile: He is responsible for the overall opera�ons and the affairs of the Company including expansion under the supervision of the Board of directors.

Suitability: He is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge and has experience in the field of steel and tex�les for about seven years. He was an Execu�ve Director in RMG Alloy Steel Limited from 4th September 2010 to 28th March 2013. Later, he worked as President (Advance Tex�le) in Welspun India Limited for more than two years. He is now Managing Director & CEO and looks out en�re opera�on of the Company including marke�ng, produc�on and expansion project of the Company.

4) Remunera�on proposed:

Rs.1,80,00,000/- per annum inclusive of all perquisites and allowances plus commission @1% p.a. of the net profits computed in the manner laid down under Sec�on 198 of the Companies Act, 2013 except that the remunera�on of the directors shall not be deducted from the gross profits with a power to the Board of Directors to increase remunera�on upto 25% of the last drawn remunera�on every year with effect from 1st July of the financial year commencing from the financial year 2021.

Minimum Remunera�on: In the event of inadequacy of profits calculated as per Sec�on 198 of the Companies Act, 2013 in any Financial Year(s) Mr. Abhishek R Mandawewala, Managing Director & CEO shall be en�tled to a minimum remunera�on comprising salary, perquisites and benefits as detailed above, subject to such other approvals as may be necessary.

• 5) Compara�ve remunera�on profile with respect to industry, size of the company, profile of the posi�on and person:

Considering the background, competence and experience of Mr. Abhishek R Mandawewala and also his associa�on with the Company for the past several years and compared to the remunera�on packages of similarly placed personnel of other corporate bodies in the country, the terms of their remunera�on as set out in the Resolu�on are considered to be fair, just and reasonable

• 6) Pecuniary rela�onship directly or indirectly with the Company, or rela�onship with the managerial personnel, if any:

He is not related directly or indirectly with the managerial personnel. He is rela�ve of Mr. R. R. Mandawewala, the Chairman of the Company and Mrs. Kushboo Mandawewala, Whole Time Director of the Company. Further, he has no pecuniary rela�onship with the Company except as a Managing Director and CEO of the Company. He does not hold any equity shares of the Company.

OTHER INFORMATION:

• I Reason of loss or inadequate profits

The Company has posted a net profit a�er tax (as per Sec�on 198) of Rs. 1409.48 Lakhs during the year ended 31st March 2021.

• ii. Steps taken for improvement

The Company is expanding its capacity, developing new products, concentra�ng on high value added products. Con�nuous endeavors are made to for improvement in the turnover and profitability of the Company. The Company has expanded its capacity into high value added products and are in process of improving the product sales mixes.

• iii. Expected increase in produc�vity and profits in measurable terms

In view of expansion undertaken by the Company, the Company expects to increase produc�vity in spinning and texturised which may lead to increase in margin of profits. In view of expansion undertaken by the Company, the Company expects to increase produc�vity in tex�le and BCF yarn which may lead to increase in margin of profits. The Company has also undertaken cost op�miza�on ini�a�ves which benefits will crystalized in coming years.

iv. Disclosures

The disclosures rela�ng to remunera�on package of all directors with details of fixed components, performance link incen�ves, service contract etc. are men�oned in the a�ached Corporate Governance report, part of Directors report.

v. Directorship in other companies:

He is director in Taipan Estates Pvt Ltd, Babasu Realty Pvt Ltd, Giant Realty Private Limited, MGN Estates Private Limited, Angel Power and Steel Private Limited, Associa�on of Synthe�c Fibre Industry, Rank Marke�ng LLP, Mandawewala Enterprises Limited, Totsol Commercial Private Limited, Connec�ve Infrasructure Private Limited, Polaire Tradeco Private Limited and Arah Real�es Private Limited.

Membership/Chairmanship of commi�ees in other Companies:

Sr. No.	Name of the Company	Name of Commi�ee	Member / Chairman
1.	AYM Syntex Limited	Corporate social responsibility	Member
		Stakeholders Rela�onship Commi�ee	Member
2.	Mandawewala Enterprises Limited	Audit Commi�ee	Chairman
		Nomina�on and Remunera�on Commi�ee	Chairman

Five board mee�ngs were conducted during the year ended March 2021 and Mr. Abhishek Mandawewala has a�ended all the mee�ngs.

Place: Mumbai Date: 15/05/2021

By order of the Board Ashitosh Sheth Company Secretary ACS:25997

Annexure-1

Details of the Directors proposed to be re-appointed at the AGM (Pursuant to Regula�on 26 (4) and 36(3) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and Secretarial Standard on General Mee�ng (SS-2))

Par�culars	Mr. Rajesh R Mandawewala	Mr. Abhishek R Mandawewala
Age and date of birth	58 years, 5th May 1962	34 years, 11th March 1987
Date of frst appointment	16th July 1991	1st August 2018
Brief Resume (including profle, qualifca�on, experience and exper�se in specifc func�onal areas)	He is a qualifed Chartered Accountant. Under his guidance and supervision, the opera�ons have reached highest efciency level as well as economy of opera�ons, which has contributed to a great extent to the proftability of the Company. Under his able leadership, the Company achieved handsome performance, especially in exports and development of marke�ng network world over.	He is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge and has experience in the feld of steel and tex�les for about seven years. He was an Execu�ve Director in RMG Alloy Steel Limited from 4th September 2010 to 28th March 2013. Later, he worked as President (Advance Tex�le) in Welspun India Limited for more than two years. He is now Managing Director & CEO and looks out en�re opera�on of the Company including marke�ng, produc�on and expansion project of the Company.
Shareholding in the Company (as on the date of the No�ce of AGM)	Nil	Nil
Rela�onship with other Director/ Key Managerial Personnel of the Company	Yes, Mr. Abhishek Mandawewala, Managing Director & CEO and Mrs. Khushboo Mandawewala, Whole �me Director	Yes. Mr. Rajesh Mandawewala, Chairman and Mrs. Khushboo Mandawewala, Whole �me Director
No. of Board Mee�ngs a�ended	He has a�ended all the fve mee�ngs held during the year.	He has a�ended all the fve mee�ngs held during the year.
Directorships held in other companies (including the Company as on the date of the No�ce of AGM)	Welspun India Limited Welspun Corp Limited Welspun Steel Limited Mandawewala Enterprises Limited Angel Power and Steel Private Limited Welspun Enterprises Limited Welspun Global Brands Limited Connec�ve Infrasructure Private Limited RRM Realty Trader Private Limited Welspun Advanced Materials (India) Limited Rank Marke�ng LLP RRM Enterprises Private Limited Welspun Flooring Limited Welspun Innova�ve Products Limited Yura Real�es Private Limited Polaire Tradeco Private Limited Welspun One Logis�cs Parks Private Limited Welspun Real Estate Ventures LLP	Taipan Estates Pvt Ltd Babasu Realty Pvt Ltd Giant Realty Private Limited MGN Estates Private Limited Angel Power And Steel Private Limited Associa�on of Synthe�c Fibre Industry Mandawewala Enterprises Limited Rank Marke�ng LLP Totsol Commercial Private Limited Connec�ve Infrasructure Private Limited Polaire Tradeco Private Limited Arah Real�es Private Limited
Companies in which Director is Chairman/Member of the Commi�ee of the Board (as on the date of the No�ce of AGM) Note: For the purpose of coun�ng membership in Board Commi�ee, Chairmanship/ Membership of the Audit Commi�ee and the Stakeholders Rela�onship Commi�ee alone are considered.	Chairmanship : Nil Member of Audit commi�ee:∙ Welspun India Limited ∙ Welspun Enterprises Limited Member of Stakeholders Rela�onship Commi�ee : Welspun India Limited	Chairman of Audit Commi�ee : Mandawewala Enterprises Limited
Terms and condi�ons of re-appointment	-	-