Balkrishna Paper Mills Ltd — Proxy Solicitation & Information Statement 2023

Nov 9, 2023

OMPRAKA Digitally signed by OMPRAKASH SINGH SH SINGH Date: 2023.11.09 11:10:10 +05'30'

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NOTICE OF POSTAL BALLOT/E-VOTING

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration Rules), 2014.

Dear Members,

Notice is hereby given that pursuant to the provisions of the Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), read with the General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2020, General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020, General Circular No. 10/2021 dated 23[rd] June, 2021 and General Circular No. 11/2022 dated 28[th] December, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and pursuant to applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Businesses set out in this notice as the Special Resolution through Postal Ballot by the members of the Company only through Remote E-voting.

The proposed resolutions and Explanatory Statements pertaining to the said resolutions, pursuant to Sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reason thereof is appended herewith for your consideration.

Members’ consent is sought for the proposal contained in the resolution given in this Postal Ballot Notice. The Postal Ballot Notice will also be placed on the website of the Company at www. bpml.in and the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com. The Postal Ballot Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or Depositories or Depository Participants or the Company’s Registrar and Share Transfer Agent (“RTA” or ”Registrar” – Purva Sharegistry (India) Pvt Ltd), and, if so requested by any shareholder, in physical form by courier to such shareholder’s registered postal address that is available with the RTA. The Company has provided e-voting facility to its Members to cast their vote electronically. The instructions for e-voting are appended to this Postal Ballot Notice.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal

Ballot Notice along with Postal Ballot Form and pre-paid Business Reply Envelope (BRE) will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its shareholders, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form. The instructions for remote e-voting are appended to the Notice. The shareholders can vote on the resolutions through remote e-voting facility. Assent (FOR) or dissent (AGAINST) of the shareholders of the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA circulars.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the NSDL E-voting system. Instructions on E-voting are enumerated as part of the Notice.

The Board of Directors of the Company, at its meeting held on September 16, 2023 has appointed M/s. P. Naithani & Associates, Practicing Company Secretary (CP Number FCS 3830), as the Scrutinizer for conducting the Postal Ballot (only through Remote E-voting process) in a fair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairman or Company Secretary of the Company or to any other person authorised by him. Thereafter, the results of the Postal Ballot would be announced by the Chairman or in his absence by such other Director of the Company duly authorised or Company Secretary of the Company, on or before December 13, 2023 at the Company’s registered office. In addition to the results being communicated to BSE Limited (BSE) and NSE Limited (NSE), the results along with Scrutinizer’s report will also be placed on Company’s website viz. www.bpml.in and shall also be available at the Company’s registered office.

The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting December 11, 2023.

The resolutions for the purpose as stated herein below are proposed to be passed by Postal Ballot (only through Remote E-voting):

SPECIAL BUSINESS:

Alteration of the Object Clause of the Memorandum of Association of the Company:

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

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“RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, and subject to the approval of the Registrar of Companies, the consent of the Members be and is hereby accorded for effecting the alteration in the existing Object Clause of the Memorandum of Association (the “MoA”) of the Company by adding the following as sub-clause 2 in Clause III A and sub-clause 3a in Clause III B of the MoA:

III A (2) To engage in the business of trading, manufacturing, importing, exporting, processing, handling and dealing in recycled, reused and sustainable products, supply chain operations and construction of all kinds, including but not limited to eco-friendly supply chain material, consumer goods, and environmentally responsible packaging materials, like pet bottles.

III B (3a) To grow, cultivate, produce, raise, purchase, sell, import, export or otherwise handle or deal in Recycled, reused, sustainable items like (but not limited to) paper, cardboard, glass, aluminium, pet plastic, fibres, wood, textiles, bamboo, cork, rubber, hemp, steel, plastic, cotton, concrete, plastic lumber, rubber mulch, metal alloys, mushroom packaging or any other vegetable, mineral, chemical or other substances and things or whatever nature and kind, necessary or useful for the business of the company.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the ‘Board’, which term shall include any Committee constituted by the Board for this purpose or any person(s) authorised by the Board to exercise the powers conferred on the Board by this Resolution), be and are hereby authorized to do all such acts, deeds and things and execute all such documents and writings, as it may in its absolute discretion deem necessary or incidental thereto including paying such fees and incurring such expenses in relation thereto as it may deem appropriate and to file such documents, forms, etc., as required with the regulatory/ statutory authorities and authorise the Board of Directors of the Company and/or Shri Omprakash Singh, Company Secretary of the Company for the aforesaid purpose, as may be deemed fit to give effect to this Resolution.”

2. Appointment of Shri Manish Omkarmal Malpani (DIN: 00055430) as a Non-Executive Non Independent Director of the Company.

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

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Manish Omkarmal Malpani (DIN: 00055430), in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be appointed as a Non Executive Non Independent Director of the Company,

liable to retire by rotation, with effect from 14[th] August, 2023 and who holds office upto the date of the ensuing General Meeting of the Company.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Balkrishna Paper Mills Limited

(Omprakash Singh) COMPANY SECRETARY

Membership No. FCS-4304

Place : Mumbai

Date : September 16, 2023.

Registered Office:

A/7, Trade World, Kamala City, Senapati Bapat Marg Lower Parel (W) Mumbai - 400013 CIN: L21098MH2013PLC244963

NOTES:

1. An Explanatory Statement, pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (“Act”), read with the Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), stating all material facts and reasons pertaining to the above proposed resolutions contained in this Postal Ballot Notice is annexed hereto.

2. Members may note that the Postal Ballot Notice will be available on the Company’s website www.bpml.in and also on the websites of the BSE Limited (BSE) & National Stock Exchange of India Limited (NSE) and National Securities Depository Limited (“NSDL”) i.e. www.bseindia.com, www. nseindia.com and www.evoting.nsdl.com respectively.

3. In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only and, if so requested by any shareholder, in physical form by courier to such shareholder’s registered postal address that is available with the RTA. However, the communication of the assent or dissent of the Members would take place through e-voting only.

4. The Postal Ballot Notice is being sent via email only to the Members of the Company, whose names appear in the register of members/the list of beneficial owners, as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email addresses are registered with the Company / depository participant(s) as on October 27, 2023 (“Cut-off Date”). Any person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for information purposes only. Members who have registered their email IDs for receipt of documents in electronic form under the Green Initiative of the Ministry of Corporate Affairs are being sent this Postal Ballot Notice by e-mail to their email addresses registered with their DPs/the Company’s RTA.

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1. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Postal Ballot Notice along with postal ballot form and pre-paid business reply envelope are not being sent to the Members for this postal ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system. Please note, however, that those shareholders who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to vote in relation to the resolution as set out in this Notice.

2. Resolution passed by the Members through postal ballot is deemed to have been passed as if it has been passed at a General Meeting of the Members.

7. Shareholders holding Shares in Physical Mode: Such Shareholders are requested to provide their e-mail ID, mobile No. and Bank details to the Registrar and Share Transfer Agent of the Company, viz., Purva Sharegistry (India) Pvt. Ltd (“Purva”) on E-mail: support@purvashare. com. Apart from the said changes, any other changes can also be intimated to Purva at support@purvashare.com or to the Company at opsingh@bpml.in.

8. Shareholders holding Shares in Dematerialized Mode Such Shareholders are requested to contact their Depository Participant(s) for any changes in their details with respect to change in their email, bank details, mobile number, PAN and any other detail. For temporary registration, the procedure in above point can be followed.

9. For procuring Login ID & Password, members are requested to send request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-voting then you can use your existing User ID and password for casting the vote.

1. After dispatch of the Postal Ballot Notice through email, advertisement shall be published in 1 (one) English daily newspaper and in 1 (one) Marathi Newspaper, each having wide circulation in the district where the registered office of the Company is situated and will also be uploaded on the Company’s website at www.bpml.in.

2. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on the cutoff date i.e. Friday, October 27, 2023. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

3. Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

4. All the relevant documents referred to in the accompanying Notice and the Explanatory Statement will be open for inspection by the Members at the Registered Office of the

Company during working hours on all working days, except Saturdays, Sundays and National Holidays between 11.00 a.m. and 5.00 p.m. upto the date of declaration of the results of Postal Ballot. Additionally, for online inspection, members who wish to inspect relevant documents referred to in the accompanying Notice and the Explanatory Statement are requested to send an email to opsingh@bpml.in.

1. The voting rights of Members for electronic voting shall be in proportion to the paid up value of their shares in the equity share capital of the Company as on cut-off date i.e. close of business hours of October 27, 2023. Voting Rights in the Postal Ballot cannot be exercised by a proxy. There will be one e-vote for every Folio/Client ID irrespective of the number of joint holders.

2. The instructions for remote e-voting are as under:

3. a. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the MCA Rules and Circulars and Regulation 44 (“Listing Regulations”), the Company has provided the facility of remote e-voting to all Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide remote e-voting facility to its Members.

4. b. Instructions for Members for Remote E-Voting are as under:

Some of the important details regarding the remote e-voting facility are provided below:

Cut-of date for determining the Members entitled to vote	October 27, 2023
Commencement of remote e-voting period	November 11, 2023 at 9.00 a.m.(IST)
End of remote e-voting period	December 11, 2023 at 5.00p.m.(IST)

The remote e-voting module shall be disabled by NSDL after 5.00 p.m. (IST) on December 11, 2023 for voting thereafter.

The voting rights of Members for electronic voting shall be in proportion to the paid up value of their shares in the equity share capital of the Company as on cut-off date i.e. close of business hours of October 27, 2023.

The details of process and manner for remote evoting are explained herein below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1.ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2.If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp 3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4.Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1.ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2.If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp 3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4.Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1.ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2.If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp 3.Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4.Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	Individual Shareholders holding securities in demat mode with CDSL	1) 2) 3) 4)	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 users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/ Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 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.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re- directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click 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 Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
			Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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

Login type	Helpdesk details
Individual	Members facing any technical issue
Shareholders holding	in login can contact NSDL helpdesk
securities in demat	by sending a request atevoting@
mode with NSDL	nsdl.co.inor call at 022 - 4886 7000
	and 022 - 2499 7000
Individual	Members facing any technical issue
Shareholders holding	in login can contact CDSL helpdesk
securities in demat	by sending a request athelpdesk.
mode with CDSL	evoting@cdslindia.com or contact at
	toll free no. 1800 22 55 33

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

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

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.

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares	Your User ID is:
i.e. Demat (NSDL or CDSL)
or Physical
a) For Members who hold	8 Character DP ID followed by
shares in demat account	8 Digit Client ID
with NSDL.	For example if your DP ID
	is IN300*** and Client ID is
	12** then your user ID is
	IN30012***.
b) For Members who hold	16 Digit Benefciary ID
shares in demat account with CDSL.	For example if your Benefciary ID is 12** then your
	user ID is 12**

c) For Members holding EVEN Number followed by shares in Physical Form. Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

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

3. 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.

4. 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’.

5. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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

7. 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.

8. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

9. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

10. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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

12. Now, you will have to click on “Login” button.

13. After you click on the “Login” button, Home page of e-Voting will open.

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

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

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “ EVEN ” of Balkrishna Paper Mills Limited for which you wish to cast your vote during the remote e-Voting period which is 127011(Equity Shareholders) and 127015 (Preference Shareholders).

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

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will

6. be displayed.

7. You can also take the printout of the votes cast by you by

8. clicking on the print option on the confirmation page.

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

General Guidelines for Members

1. Institutional/Corporate members (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 the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to naithanipcs@gmail.com with a copy marked to evoting@nsdl.co.in.

2. 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 https://www. evoting.nsdl.com to reset the password.

3. 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 https://www.evoting.nsdl.com or call on 022-4886 7000 and 022-2499 7000 or send a request at evoting@nsdl.co.in.

4. In case of any grievances connected with facility for e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400013. E-mail: evoting@nsdl.co.in/pallavid@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 opsingh@bpml.in.

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 attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to opsingh@bpml.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

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

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

Other Instructions:

1. In accordance with Rule 22 (5) of the Rules, the Board of Directors has appointed Mr. Prasen Naithani, Practicing Company Secretary (CP Number FCS 3830), Proprietor of M/s. P. Naithani & Associates, to act as the Scrutinizer for conducting the Postal Ballot through remote e-Voting process, in a fair and transparent manner.

2. The Scrutinizer shall after the conclusion of remote e-voting unblock the votes, scrutinize the votes cast by remote e-voting and will submit his Report to the Chairman or Company Secretary or any other officer of the Company authorised in this behalf, within 48 hours after the conclusion of remote e-voting i.e. on or before December 13, 2023.

3. The results of the Postal Ballot will be announced on or before December 13, 2023. The results along with the Scrutinizer’s Report will be placed on the website of the Company at www.bpml.in and on the website of NSDL at www.evoting. nsdl.com and will be communicated to BSE Limited (BSE) and National Stock Exchange (NSE) where the equity shares of the Company are listed. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date for remote e-voting i.e. December 11, 2023.

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ITEM NO.1: ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

In light of the growing global focus on sustainability and environmental responsibility, we believe that expanding our business activities to include the trading of recycled and sustainable products aligns with our commitment to corporate social responsibility and the principles of a greener, more sustainable future. This amendment will allow us to diversify our operations while contributing positively to the environment and society as a whole. Additionally we can expect the following benefits from the same:

1. Environmental Responsibility: The proposed amendment aims to reflect our company’s commitment to environmental responsibility and sustainability. As a responsible corporate citizen, we acknowledge the urgent need to address environmental challenges, including climate change, pollution and resource depletion. By expanding our business activities to include the trading of recycled and sustainable products, we aim to contribute positively to environmental preservation.

2. Market Demand and Opportunity: The global market for recycled and sustainable products is experiencing rapid growth. Consumers are increasingly seeking eco-friendly alternatives, and businesses are adopting sustainable practices. By amending our Object Clause, we aim to capitalize on this market demand, positioning our company as a leader in the field and diversifying our revenue streams.

3. Diversification and Risk Mitigation: Diversifying our business activities by including the trading of recycled and sustainable products can reduce our reliance on existing markets and products. This diversification strategy can help mitigate risks associated with economic downturns or market fluctuations in our current business segments.

This expansion of our business scope will allow us to:

• Source and trade in recycled and sustainable products, promoting a circular economy.

• Develop new partnerships and collaborations with environmentally conscious suppliers.

• Contribute to the reduction of waste and carbon emissions through the promotion of sustainable products.

• Enhance our corporate image by aligning with global sustainability goals.

• Engage into ECO Friendly construction and development.

The Board of Directors at its Meeting held on September 16, 2023, has approved the alteration of Objects Clause of MOA, subject to approval of the members of the Company by way of Special Resolution.

The proposal for Alteration in Object Clause of the Company requires approval of members at a general meeting/postal ballot.

A copy of the Memorandum of Association of the Company together with the proposed alterations is available for inspection by the Members of the Company at the Registered Office between 11:00 A.M. to 5:00 P.M. on any working day of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the resolutions set forth in Item No.1 of this Notice except to the extent of their shareholdings in the Company, if any.

Your Board recommends this resolution for approval of the Members as an Special Resolution in the interest of the Company.

Item Nos. 2

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 14, 2023 considered and recommended to the members the appointment of Shri Manish Omkarmal Malpani as Non-Executive Non-Independent Director of the Company with effect from 14[th] August, 2023 and who holds office upto the date of the ensuing General Meeting of the Company.

Shri Malpani is qualified to be appointed as Directors in terms of Section 164 of the Companies Act, 2013 (“the Act”) and have given his consent to act as Director. The Company has also received declarations from him, confirming that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

The Company has also received notices under Section 160 of the Act from a member proposing the candidature of Shri Manish Omkarmal Malpani for the office of Non-Executive NonIndependent Director of the Company.

Details of Shri Manish Omkarmal Malpani pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”); and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure-I” to the Postal Ballot Notice.

Shri Malpani shall not be paid remuneration including sitting fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board. However he will be entitled for reimbursement of expenses for participating in the Board and other meetings.

In accordance with the provisions of Section 152 of the Act and applicable provisions of the Listing Regulations, appointment of a director requires approval of members of the company by way of an ordinary resolution.

Accordingly, the approval of Members is sought for appointment of Shri Malpani as Non-Executive Non-independent Director of the Company.

None of the Directors/Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolutions set out at Item No. 2 of the Postal Ballot Notice for approval by the Members.

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Annexure- I

	Annexure- I
Name	Shri Manish Omkarmal Malpani
DIN	00055430
Age	44years
Date of Birth	10/09/1979
Qualifcations	Chartered Accountant and member of ICAI since 2003 and graduated from M.D.S. University, Rajasthan in 1999. He is also passed Company Secretary (ICSI)in theyear 2008.
Experience	Shri Malpani is a dynamic & highly profcient Chartered Accountant with over 20 years of multi-faceted experience in Corporate Finance, Accounts, Commercial Controls, Strategic Management and Information Technology.
Terms and Conditions of Appointment	As per the resolution set out at Item No. 2 of the Postal Ballot Notice read with statement pursuant to Section 102 of the Act and as per the provisions of Companies Act,2013.
Remuneration sought to bepaid	Not Applicable
Remuneration last drawn (including sitting fees,if any)	Not Applicable
Remuneration proposed to be paid	He shall not be paid remuneration including fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board. However, he will be entitled for reimbursement of expenses for participating in the Board and other meetings.

Date of frst appointment on the Board	14/08/2023
Details of Shareholding in the Company.	10 Equity Shares of Rs. 10
Details of relationship with other Directors / Key Managerial Personnel	Not Applicable.
Number of Board Meetings attended during the fnancial year(2023-24)	1 out of 4
Directorships of other Boards as on date of Postal Ballot Notice	Nil
Membership/ Chairmanship of Committees of other Company’s Board	Nil

By Order of the Board of Directors For Balkrishna Paper Mills Limited

(Omprakash Singh) COMPANY SECRETARY Membership No. FCS-4304

Place : Mumbai

Date : September 16, 2023.

Registered Office:

A/7, Trade World, Kamala City, Senapati Bapat Marg Lower Parel (W) Mumbai - 400013 CIN: L21098MH2013PLC244963

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