Balurghat Technologies Ltd. — AGM Information 2021

Sep 2, 2021

BALURGHAT TECHNOLOGIES LIMITED

(Formerly: Balurghat Transport Co. Ltd) 170/2C, A.JC. Bose Road Kolkata-700014 Phone No.: (033) - 22866404 Email ID: kolkata@balurghat.co.in Website: www.balurghat.co.in

CIN: L60210WB1993PLC059296

The Deptt of Corporate Services Bombay Stock Exchange, P.J. Towers Dalal Street, Mumbai – 400001

Date: 02-09-2021

Dear Sir,

Re: Script Code: 520127

Sub: Intimation of 27[th] Annual General Meeting of the Company, Remote E-voting Information & Book Closure

Notice is hereby given that the 27[th] Annual General Meeting (AGM) of the Members Balurghat Technologies Limited will be held on Thursday, 30[th] September, 2021 at 1.00 p.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the provisions of the Companies Act, 2013 and circulars dated May 5, 2020, April 8, 2020 and April 13, 2020 issued by the Ministry of Corporate Affairs (hereinafter referred to as “MCA Circular”) and the Securities and Exchange Board of India (“SEBI”) circular dated May 12, 2020. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021 (hereinafter referred to as “SEBI Circular”) to transact the businesses as set out in the Notice which is being sent to the members at their registered addresses (Copy of Notice enclosed).

Notice is also hereby given that pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 91 of the Companies Act, 2013 that the Register of Members and Share Transfer Books of the Company will remain closed from 24[th] September, 2021 to 30[th] September, 2021 (both days inclusive) for the purpose of AGM of the Company.

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide its Members, the facility to cast their vote by electronic means on all the resolutions mentioned in the notice. The Company has fixed 23[rd] September, 2021 as the Cut-off date for the purpose of determining eligibility of shareholders to cast their votes electronically/ through ballot in respect of the businesses to be transacted at the AGM.

This is for your information & records. Thanking You, For Balurghat Technologies Ltd Sd/Arti Dugar Company Secretary ACS: 55175

Encl: as above

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BALURGHAT TECHNOLOGIES LIMITED

Registeredoffice:170/2C, A.J.C. Bose Road, Kolkata-700014 CIN No.: L60210WB1993PLC059296, Phone: (033) 40036404 Email: kolkata@balurghat.co.in Website: www.balurghat.co.in

NOTICE OF 27[th] ANNUAL GENERAL MEETING

Notice is hereby given that the 27[th] Annual General Meeting of the Members of Balurghat Technologies Limited will be held on Thursday, 30[th] September, 2021 at 01:00 PM through Video Conferencing (“VC”) or other Audio Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS:

• 1) To consider and adopt the audited balance sheet as at March 31, 2021, the statement of profit and loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

• 2) To appoint a Director in place of Mr. Arun Kumar Sethia (DIN No: 00001027) who retire by rotation and being eligible, offers himself for reappointment.

3) To appoint Statutory Auditors M/s Vineet Kapoor & Associates, Chartered Accountants:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution by approving the appointment of M/s Vineet Kapoor & Associates, Chartered Accountants (ICAI Firm Registration No. 322381E) as Statutory Auditors of the Company effective July 30, 2021 till the conclusion of Thirty Two Annual General Meeting arising out of the casual vacancy caused in the office of Statutory Auditor.

RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or reenactment thereof for the time being in force), M/s Vineet Kapoor & Associates, Chartered Accountants (ICAI Firm Registration No. 322381E), be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy.

RESOLVED FURTHER THAT M/s Vineet Kapoor & Associates, Chartered Accountants (ICAI Firm Registration No. 322381E), be and are hereby appointed as Statutory Auditors of the Company from this Annual General Meeting and that they shall hold the office of the

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Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the Thirty Two Annual General Meeting and shall conduct the Statutory Audit on such remuneration as may be agreed by Board Of Directors of the Company from time to time.”

SPECIAL BUSINESS:

4) Re-appointment of Mr. Arun Kumar Sethia (DIN: 00001027) As A Whole Time Director of The Company

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

RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) pursuant to the recommendation of Nomination & Remuneration Committee , and the Articles of Association of the Company and subject to such consents, approval, as may deemed necessary, consent of the members of the Company be and is hereby accorded for the Re-appointment of Mr. Arun Kumar Sethia (DIN: 00001027) as a Whole Time Director of the Company for a period of 5 (Five) years with effect from 29th October, 2021, on the terms and conditions as to remuneration, allowances, perquisites and other benefits as specified and set out in the annexed Explanatory Statement.

RESOLVED FURTHER THAT in the absence or inadequacy of the profits in any year, Mr. Arun Kumar Sethia shall be entitled to receive and be paid as minimum remuneration in that year by way of salary, allowances, perquisites and other benefits as stated in the Explanatory Statement, subject however, to the necessary approvals and ceiling specified under Schedule V of the Companies Act, 2013 (including any statutory modification(s) and re-enactment thereof).”

5) Re-appointment of Mr. Pawan Kumar Sethia (DIN: 00482462) As A Managing Director of The Company

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

RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with

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Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) pursuant to the recommendation of Nomination & Remuneration Committee , and the Articles of Association of the Company and subject to such consents, approval, as may deemed necessary, consent of the members of the Company be and is hereby accorded for the Re-appointment of Mr. Pawan Kumar Sethia (DIN: 00482462) as a Managing Director of the Company for a period of 5 (Five) years with effect from 22nd February, 2022, on the terms and conditions as to remuneration, allowances, perquisites and other benefits as specified and set out in the annexed Explanatory Statement.

RESOLVED FURTHER THAT in the absence or inadequacy of the profits in any year, Mr. Pawan Kumar Sethia shall be entitled to receive and be paid as minimum remuneration in that year by way of salary, allowances, perquisites and other benefits as stated in the Explanatory Statement, subject however, to the necessary approvals and ceiling specified under Schedule V of the Companies Act, 2013 (including any statutory modification(s) and re-enactment thereof).”

Place: Kolkata BY THE ORDER OF THE BOARD Date: 02.09.2021 FOR BALURGHAT TECHNOLOGIES LIMITED

ARTI DUGAR (COMPANYSECRETARY) M. No.: A55175

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NOTES:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

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

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

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

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

8. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

9. The Register of Members and Share Transfer Books of the Company will remain closed from 24[th] September, 2021 to 30[th] September, 2021 (both days inclusive) in connection with the Annual General Meeting.

THE INTRUCTIONS FOR SHAREHOLDRES FOR E-VOTING JOINING VIRTUAL MEETING ARE AS UNDER:

• (i) The voting period begins on 27[th] September, 2021 at 10:00 A.M., Monday and ends on 29[th] September, 2021 at 5 P.M., Wednesday. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of 23[rd] September, 2021 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

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

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

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

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL

Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companieswhere 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 or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. 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 optionwhere the evoting is in progress and also able to directly access the system of all e-Voting

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	Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote

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Participants during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

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

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

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

2. Click on “Shareholders” module.

3. Now enter your User ID

  - **a. For CDSL: 16 digits beneficiary ID,**

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

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

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

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

If you are a first time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

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	Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

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

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

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

• (ix) Click on the EVSN for the relevant i.e. Balurghat Technologies Limited on which you choose to vote.

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

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

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

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

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

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

(xvi) NOTE FOR NON – INDIVIDUAL SHAREHOLDERS AND CUSTODIANS

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

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

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

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

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

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

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

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

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

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

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

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

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance___ days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

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

9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

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

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the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

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

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

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com

All grievances connected with the facility for voting by electronic means may be addressed to Mr.Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

10. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the voting eligibility cut-off date of 23[rd] September, 2021. A person who is not a member as on cut-off date should treat this notice for information purpose only.

11. The Company is sending through email, the AGM Notice and the Annual Report to the shareholders whose name is recorded as on 01.09.2021, in the Register of Members or in the Register of Beneficial Owners maintained by the depositories.

12. The shareholders shall have one vote per equity share held by them as on the voting eligibility cut-off date of 23[rd] September, 2021. The facility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders.

13. Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or

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in dematerialized form, as on the voting eligibility cut-off date of 23.09.2021 for this purpose and not casting their vote electronically, may only cast their vote at the Annual General Meeting through the E-voting facility provided specifically for the AGM as per procedure outlined in this notice.

14. Investors who become members of the Company subsequent to the dispatch of the Notice / Email and hold the shares as on the voting eligibility cut-off date i.e. 23.09.2021 are requested to send the written / email communication to the Company at Kolkata@balurghat.co.in by mentioning their Folio No. / DPID and Client ID to obtain the Login-ID and Password for e-voting. The Management/RTA will do their best to accommodate and execute such requests so that the Shareholder can participate in the e- voting which commences 27[th] September, 2021 at 10:00 A.M., Monday and ends on 29[th] September, 2021 at 5 P.M., Wednesday.

15. Mr. Udit Agarwal, Advocate, (Enrolment No. F /2135/2011) has been appointed as the Scrutiniser to scrutinise the E-Voting process and voting/polling at the AGM in a fair and transparent manner. The Scrutinizer will submit his consolidated Report after the conclusion of AGM on the total votes cast in favour or against the resolutions, if any, to the Chairman of the Company or a person authorized by him in writing, who shall countersign the same and declare the results of the voting on the day of AGM or the next day of the AGM after it is concluded or within such time as specified under the Companies Act, 2013 after also taking into account the E- votes cast on the resolutions by the members who participate in the AGM through VC and/or OAVM mode.

16. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.balurghat.co.in. The result will also be communicated to the listed stock exchanges viz. BSE Ltd. within 48 hours of the conclusion of the AGM or such time as permitted under the law.

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Item 4:

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSIMNESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT

The Board of Director in their meeting held on 30.07.2021 and also on the basis of recommendation of Nomination and Remuneration Committee has proposed the name of Mr. Arun Kumar Sethia for reappointment as a Whole time Director of the Company with effect from 29-10-2021 for a period of five years will under the category of liable to retire by rotation. As required under Section 160 of the Companies Act, 2013, Notice has been received from a member proposing the candidature of Mr. Arun Kumar Sethia for the Office of Director of the Company in its meeting held on 30th July, 2021. Mr. Arun Kumar Sethia is having a vast experience in the transport Sector spanning more than 25 years. It would be in the interest of the Company to re- appoint him as a Whole time Director of the Company. He is one of the promoters of the Company and brother of Mr. Pawan Kr. Sethia, Managing Director of the Company. Mr. Arun Kumar Sethia has sound knowledge and expertise and capability in handling various diverse issues relating to implementation and operations. The terms and conditions as to remuneration approved by Board are as under: were satisfactory.

The Terms and Conditions of appointment of Mr. Arun Kumar Sethia:

A) Salary Basic - 100000

B) House Rent Allowance – 50000

C) MEDICAL - 25000

D) LEAVE TRAVEL ALLOWANCE - 15000

E) UNIFORM - 10000

The Company’s contribution to Provident Fund pursuant to the rules of the Company Other Terms:

1) Mr. Arun Kumar Sethia will be entitled to leave in accordance with the rules of the Company.

2) So long he is a Whole Time Director of the Company he shall not be paid any fee for attending the meeting of the Board and the Committee thereof.

Information required under section II, Part II of Schedule V of the Companies Act, 2013 ~~General Information~~

1	Nature of Industry	Transport/Travel and other Pumps for dispensing fuel	Transport/Travel and other Pumps for dispensing fuel
2	Date of expected date of commencement of commercial production	The Company has been in existence for more than 50 years
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in theprospectus	NA
	Financial Performance	Particulars	In hundreds
		Total Turnover	9245880
		Total Expenses	9351467
		Profit before tax	86369
		Profit after tax	90907

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		other comprehensive loss	11919
		Total Comprehensive income	78988
	Foreign Investment or collaboration if any	NA

Information about the Appointee:

1	Background details and experience	Background details and experience	Mr. Arun Kumar Sethia is a Graduate in Commerce having more than 25 years experience in the Transport Sector	Mr. Arun Kumar Sethia is a Graduate in Commerce having more than 25 years experience in the Transport Sector
2	Date of Birth		16.01.1959
5	Past Remuneration		170000 per month
6	Recognitions & Rewards		NIL
7	Job profile & its suitability		To oversee the day to day management of the Company, review of operation , enhancement of the performance of the work force, statutory compliance , liaison with statutory and all government authorities and such other responsibilities as required by the Board and the organisation.
8	Remuneration proposed		200000 per month
9	Pecuniary Relationship		He is one of the promoters of the Company and brother of Mr. Pawan Kr. Sethia, Managing Director of the Company. He holds shares of the Company to the extent of 6798. Mr. Pawan Kr. Sethia is the brother of Mr. Arun Kr. Sethia and therefore may be deemed to be interested in the resolution relating to reappointment of Mr. Arun Kr. Sethia.
10	Date of First appointment		He has been a Director of the Company since 1998
11	Comparative remuneration, profile with respect to Industry, size of the Company, size of the Company, profile of the position and person		The remuneration proposed to be paid to Mr. Arun Kumar Sethia is purely based on merit. Further the Nomination and Remuneration Committee duly constituted by the Board perused the remuneration of managerial persons in other Companies comparable with the size of the Company, industry benchmark in general responsibility and recommended the proposed remuneration.
Other Information
1		Reasons for loss or inadequate profits		Due to Business opportunity, company had to hire highly qualified employees which increased the administrative cost substantially. High overhead and Stiff Competition cutting into operating margins .The Company has been incurring operating losses for a couple of years.
2		Steps taken for improvements		By improving operational efficiency and addressing various operational losses coupled with raising productivity.
3		Expected increase in productivity and profits in measurable terms		Barring unforeseen circumstances ,the Company hopes to increase the revenue and profits by improved margins in the current and next financial year

Item 5:

The Board of Director in their meeting held on 30.07.2021 and also on the basis of recommendation of Nomination and Remuneration Committee has proposed the name of Mr.

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Pawan Kumar Sethia for reappointment as a Managing Director of the Company with effect from 22-02-2022 for a period of five years will under the category of liable to retire by rotation. As required under Section 160 of the Companies Act, 2013, Notice has been received from a member proposing the candidature of Mr. Pawan Kumar Sethia for the Office of Director of the Company in its meeting held on 30th July, 2021. Mr. Pawan Kumar Sethia is having a vast experience in the transport Sector spanning more than 30 years. It would be in the interest of the Company to re- appoint him as a Managing Director of the Company. He is one of the promoters of the Company and brother of Mr. Arun Kr. Sethia, Whole Time Director of the Company. Mr. Pawan Kumar Sethia has sound knowledge and expertise and capability in handling various diverse issues relating to implementation and operations. The terms and conditions as to remuneration approved by Board are as under: were satisfactory. The Terms and Conditions of appointment of Mr. Pawan Kumar Sethia:

A) Salary Basic - 100000

B) House Rent Allowance – 50000

C) MEDICAL - 25000

D) LEAVE TRAVEL ALLOWANCE - 15000

E) UNIFORM - 10000

The Company’s contribution to Provident Fund pursuant to the rules of the Company Other Terms:

1) Mr. Pawan Kumar Sethia will be entitled to leave in accordance with the rules of the Company.

2) So long he is a Managing Director of the Company he shall not be paid any fee for attending the meeting of the Board and the Committee thereof.

Information required under section II, Part II of Schedule V of the Companies Act, 2013 ~~General Information~~

1	Nature of Industry	Transport/Travel and other Pumps for dispensing fuel	Transport/Travel and other Pumps for dispensing fuel
2	Date of expected date of commencement of commercial production	The Company has been years	in existence for more than 50
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	NA
	Financial Performance	Particulars	In hundreds
		Total Turnover	9245880
		Total Expenses	9351467
		Profit before tax	86369
		Profit after tax	90907
		other comprehensive loss	11919
		Total Comprehensive income	78988

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Foreign Investment or collaboration if NA any

Information about the Appointee:

1	Background details and experience	Background details and experience	Mr. Pawan Kumar Sethia is a Graduate in Commerce having more than 30 years experience in the Transport Sector	Mr. Pawan Kumar Sethia is a Graduate in Commerce having more than 30 years experience in the Transport Sector
2	Date of Birth		04.11.1956
5	Past Remuneration		175000 per month
6	Recognitions & Rewards		NIL
7	Job profile & its suitability		To oversee the day to day management of the Company, review of operation , enhancement of the performance of the work force, statutory compliance , liaison with statutory and all government authorities and such other responsibilities as required by the Board and the organisation.
8	Remuneration proposed		200000 per month
9	Pecuniary Relationship		He is one of the promoters of the Company and brother of Mr. Arun Kr. Sethia, Whole Time Director of the Company. He holds shares of the Company to the extent of 26600. Mr. Arun Kr. Sethia is the brother of Mr. Pawan Kr. Sethia and therefore may be deemed to be interested in the resolution relating to reappointment of Mr. Pawan Kr. Sethia.
10	Date of First appointment		He has been a Director of the Company since 1993
11	Comparative remuneration, profile with respect to Industry, size of the Company, size of the Company, profile of the position and person		The remuneration proposed to be paid to Mr. Pawan Kumar Sethia is purely based on merit. Further the Nomination and Remuneration Committee duly constituted by the Board perused the remuneration of managerial persons in other Companies comparable with the size of the Company, industry benchmark in general responsibility and recommended the proposed remuneration.
Other Information
1		Reasons for loss or inadequate profits		Due to Business opportunity, company had to hire highly qualified employees which increased the administrative cost substantially. High overhead and Stiff Competition cutting into operating margins .The Company has been incurring operating losses for a couple of years.
2		Steps taken for improvements		By improving operational efficiency and addressing various operational losses coupled with raising productivity.
3		Expected increase in productivity and profits in measurable terms		Barring unforeseen circumstances ,the Company hopes to increase the revenue and profits by improved margins in the current and next financial year

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ANNEXURE TO THE NOTICE

As required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement ) Regulations, 2015 and Secretarial Standard-2 particulars relating Mr. Arun Kumar Sethia, Whole Time Director and Mr. Pawan Kumar Sethia, Managing Director of the Company (seeking re-appointment) :

Name of the Director	Arun Kumar Sethia	Pawan Kumar Sethia
DIN	00001027	00482462
Date of Birth	16.01.1959	04.11.1956
Age (in years)	62	64
Educational Qualification	Graduate in Commerce Background	Graduate in Commerce Background
Experience (including expertise in specific functional areas)/ Brief resume	More than 25 Years of Experience in Transport Sector	Mr. Pawan Kumar Sethia steers the operations of Balurghat
Terms and Conditions of Appointment/ Reappointment	Proposed to be re- appointed as Whole Time Director of the Company for a term of 5 Years as per Notice convening the 27th AGM read with explanatory statement thereto	Proposed to be re- appointed as Managing Director of the Company for a term of 5 Years as per Notice convening the 27th AGM read with explanatory statement thereto
Details of Remuneration sought to bepaid	200000 per month	200000 per month
Shareholding in the Company	6798	26600

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Directorships in other Companies	NA	Vivek Outsourcing Services Private Limited
Membership/ Chairmanship of Committees of the Boards of other Companies	Member of Audit Committee Stakeholder Relationship Committee of this company.	NA
Disclosure of relationship between directors inter-se	He is related to Managing Director of the Company	He is related to Whole Time Director of the Company

Place: Kolkata BY THE ORDER OF THE BOARD Date: 02.09.2021 FOR BALURGHAT TECHNOLOGIES LIMITED

ARTI DUGAR (COMPANYSECRETARY) M. No.: A55175

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