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B&B Triplewall Containers Limited Proxy Solicitation & Information Statement 2021

Jul 21, 2021

59095_rns_2021-07-21_4767dbf9-ee40-4768-9f45-354ccecd2796.pdf

Proxy Solicitation & Information Statement

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Triplewall Containers Limited

NOTICE OF POSTAL BALLOT

To The Members, B&B Triplewall Containers Limited,

Notice is hereby given that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolution appended below are proposed to be passed by the Members through Postal Ballot by way of remote e-voting system ("Postal Ballot / E-voting").

1. Alteration of Object Clouse of the Memorandum of Association of Company.

The explanatory statement pursuant to Sections 102 and 110 of the Act pertaining to the aforesaid resolutions setting out the material facts and the reasons thereof is annexed hereto for your consideration.

This notice is in accordance with the circulars issued by the Ministry of Corporate Affairs, Government of India (the "MCA") vide its General Circular No.14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No.33/2020 dated September 28, 2020, General Circular No.39/2020 dated December 31, 2020 and General Circular No.10/2021 dated June 23, 2021 (the "MCA Circulars") providing for specific manner in which postal ballot notice is to be issued in the current situation of Covid-19 pandemic (including any statutory modification(s) or reenactment(s) thereof, for the time being in force). In terms of the MCA Circulars, and in the view of the current extraordinary circumstances due to COVID-I9 pandemic requiring social distancing, Companies are advised to take all decisions requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/ e-voting in accordance with the provisions of the Companies Act and rules made there under, without holding a general meeting that requires physical presence of members at a common venue. The MCA has clarified that Companies are required to provide e-voting facility under the Companies Act, while they are transacting any business(es) only by postal ballot up to December 31, 2021, the requirements provided in Rule 20 of the Companies (Management and Administration) Rules, 2014 as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e- voting system. The instructions for remote e-voting are appended to this Postal Ballot Notice. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

Registered Office & Unit-I: Corporate Office & Unit Ill: B&B Triplewall Containers Limited B&B Triplewall Containers Limited Sy. No. 263/2/3, Marsur Madiwal Village, Survey. No. 75/1A2, 75/1B1 73/2A, Kasaba Hobli, Anekal Taluk, Bangalore - 562106 Thiyagarasanapalli Village, Contact no.: 88702 13555 / 88702 10555 Shoolagiri Taluk, Krishnagiri District 635117 E-mail: [email protected] Contact no.: 88702 13555 / 88702 10555 06 CIN: L21015KA2011PLC060106 E-mail: [email protected]

In compliance with the requirements of the above MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope is not being dispatched to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting system only.

You are requested to peruse the proposed resolutions along with the Explanatory Statement and thereafter accord your assent or dissent by means of remote e-voting facility provided by the Company. Pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has engaged CDSL to provide e-voting facility to its Members. The e-voting facility is available at the link www.evotingindia.com from 11.00 a.m. on Thursday, July 22nd, 2021 and up to 5.00 p.m. on Friday, August 20th, 2021. E-voting module will be blocked by CDSL at 5.00 p.m. on August 20th, 2021 and voting shall not be allowed beyond the said date and time. Please refer the instructions for e-voting given after the proposed resolution for the process and manner in which e-voting is to be carried out. The Board of Directors of the Company, in its meeting held on Wednesday June 30th, 2021, appointed M/s. Sharma & Pagaria, Practicing Chartered Accountant Firm (Firm Registration Number 008217S), as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner. Members have to vote through e-voting. The Scrutinizer will submit e-voting results along with scrutinizer's report to the Chairman of the Company after completion of scrutiny of the postal ballots (e-voting). The results shall be declared on or before August 22nd, 2021 and communicated to the Stock Exchange. The results will also be displayed on the Company's website www.boxandboard.in.

SPECIAL BUSINESS:

THE FOLLOWING SPECIAL RESOLUTION IS PROPOSED TO BE PASSED THROUGH POSTAL BALLOT:

Item No. 1- Alteration of Object Clouse of the Memorandum of Association of Company

To Consider, and if thought fit, to pass with or without modification(s), The Following Resolutions as a Special Resolution:

"RESOLVED THAT pursuant to the Section 4, 13 and other applicable provision, if any, of Companies Act, 2013 read with Rules made there under, including any statutory modification or re-enactment thereof for the time to time being in force, and subject to such approvals, permission and sanction of Registrar of Companies, Bangalore, or appropriate authorities, department or bodies as and to the extent necessary, consent of the member of the company be and is hereby accorded for the alteration in the Object Clouse of the Memorandum of Association of Company in the following manner:

Append following sub clause (2) after sub clause (1) of clause III (a) of the Memorandum of Association of Company:

  1. To carry on the business as manufacturer, producer, processor, job worker, importer, exporter, trader, dealer, distributor, stockiest, consignee, agent, broker, retailer or otherwise of all kinds, classes or types of kraft paper used to manufacture corrugated board and corrugated packing material, all other kinds, classes or types of paper whatsoever used for any purpose

whatsoever, soda pulp, mechanical pulp, sulphite pulp, and all kinds of articles in the manufacture of which in any form, paper, board, or pulp is used, and also to deal in any capacity or manufacture any other articles or things of a character similar or analogous to the foregoing or any of them or connected therewith and to set up collection centers for procuring the scrap paper, waste paper and other paper waste used to manufacture kraft paper and other types of papers and boards.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorised to do all such acts, deeds matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and to settle any question, difficulties or doubts that may arises in this regard and accede to such modification and alteration to aforesaid resolution as may be suggested by Registrar of Companies, Bangalore or such other authority without requiring Board to secure any further consent or approval of member of company".

By Order of the Board of Directors For B&B Triplewall Containers Limited

Sd/- Place: Bangalore Vijay Shah Date: 30.06.2021 Company Secretary & Compliance Officer

Notes:

  1. The statement pursuant to Sections 102 and 110 of the Companies Act, 2013 stating all material facts and the reasons for the proposals is annexed herewith.

  2. A copy of this Postal Ballot Notice also be available on the Company's website www.boxandboard.in, website of the Stock Exchange i.e., National Stock Exchange of India Limited at www.nseindia.com and is also available on the website of CDSL (agency for providing the Remote e-Voting facility) through e-votingindia.com.

  3. The voting period begins on 22nd July, 2021 and ends on 20th August, 2021. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 16th July, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter

  4. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Rules, MCA Circulars and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company is pleased to offer remote e-voting facility to all the Members of the Company. 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 authorised agency. Instructions for remote e-voting are provided herein below. Members whose email ids are not registered with the Company/RTA/Depositories, for obtaining postal Ballot Notice and login credentials for remote e-voting for the resolutions are requested to refer the instructions provided in notice.

  1. In view of continuing restrictions on the movement of people at several places in the country, due to outbreak of COVID-19, the Company will send this postal ballot notice in electronic form only. The hard copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members in accordance with the requirements specified under the MCA circulars. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.

  2. A member cannot exercise his vote by proxy on postal Ballot.

  3. Members holding shares in dematerialized mode are requested to register/update their email addresses with the relevant Depository Participants. Members holding shares in physical mode and who have not registered/updated their email addresses with the Company/RTA are requested to register/update their email addresses by writing to Company's Registrar and Share Transfer Agent, i.e., Purva Sharegistry (India) Pvt. Ltd., Unit no. 9 Shiv Shakti Ind. Estt. J.R. Boricha marg Lower Parel (E) Mumbai 400 011 having email Id [email protected] along with the copy of the signed request letter mentioning the name, folio no., e-mail address and mobile no. along with self-attested copy of the PAN Card.

  4. The Securities and Exchange Board of India ("SEBI") has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company's Registrar and Share Transfer Agent, Purva Sharegistry (India) Pvt. Ltd

  5. The Communication of the assent / dissent to the resolutions proposed in the Notice would take place only through remote e-voting.

  6. Resolutions passed by the Members through postal ballot are deemed to have been passed at a General Meeting of the Members, if required.

  7. In compliance with sections 108 and 110 of the Companies Act, 2013 and the Rules made there under and Regulation 44 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolution through the e-voting service facility arranged by Central Depository Services (India) Limited ("CDSL"). 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. The instructions for e-voting forms part of this Notice.

  8. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Friday, 20th August, 2021 i.e., the last date of e-voting.

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

Pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders Login Method
Individual
Shareholders holding
securities in Demat
mode with CDSL
1)
Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available
to
reach
e-Voting
page
without
any
further
authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login
or
visit
www.cdslindia.com and click on Login icon and select New
System Myeasi.
2)
After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the 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.
3)
If the user is not registered for Easi/Easiest, option to register is
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4)
Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.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.
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.
2)
If the user is not registered for IDeAS e-Services, option to
register
is
available
at
https://eservices.nsdl.com.
Select
"Register
Online
for
IDeAS
"Portal
or
click
at
https://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
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
Participants
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. After Successful login, you will
be able to see e-Voting option. Once you click on e-Voting option,
you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining
virtual meeting & 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
[email protected] 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
[email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30

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

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

(ii) Click on "Shareholders" module.

(iii) 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.

OR

Alternatively, if you are registered for CDSL"s EASI/EASIEST e-services, you can login at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL"s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) 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.

(vi) If you are a first-time user follow the steps given below:

For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders
who
have
not
updated
their
PAN
with
the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank recorded in your demat account or in the company records in order to login.
Details
OR
Date of Birth
(DOB)

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).

(vii) After entering these details appropriately, click on "SUBMIT" tab.

(viii) 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.

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

(x) Click on the EVSN No for the relevant < B&B TRIPLEWALL CONTAINERS LIMITED > on which you choose to vote.

(xi) 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.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiii) 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.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

(xvi) 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.

(xvii) Shareholders can also cast their vote using CDSL"s mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

(xviii) 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 "Corporates" module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • 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 [email protected] 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 favor 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; [email protected] for the scrutinizer verify, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES/COMPANY:

  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 Aadhaar 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..

Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and evoting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

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 [email protected] or call on 022-23058542/43.

GENERAL INFORMATION:

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evotingindia.com to reset the password.

The voting rights shall be as per the number of equity shares held by the Member(s) as on 16th July, 2021, being the cut-off date. Members are eligible to cast vote electronically only if they are holding shares as on that date.

The Company has appointed M/s. Sharma & Pagaria, Practicing Practising Chartered Accountant Firm Bangalore (Firm Registration Number 008217S) to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.

The results of the electronic voting shall be declared to the Stock Exchanges after ending of Postal Ballot Period. The results along with the Scrutinizer's Report, shall also be placed on the website of the Company at www.boxandboard.in.

EXPLANATORY STATEMENT (Pursuant to Sections 102 and 110 of the Companies Act, 2013)

Item No.1: Alteration of Object Clouse of the Memorandum of Association of Company

You company, being manufacturer of Corrugated Boxes need the kraft paper other paper at large for the production. In order to that you company has proposed to amend Objects Clause of the Memorandum of Association (MOA) of the Company by inserting new sub-clause- 2 after the subclause- 1 in following manner:

  1. To carry on the business as manufacturer, producer, processor, job worker, importer, exporter, trader, dealer, distributor, stockiest, consignee, agent, broker, retailer or otherwise of all kinds, classes or types of kraft paper used to manufacture corrugated board and corrugated packing material, all other kinds, classes or types of paper whatsoever used for any purpose whatsoever, soda pulp, mechanical pulp, sulphite pulp, and all kinds of articles in the manufacture of which in any form, paper, board, or pulp is used, and also to deal in any capacity or manufacture any other articles or things of a character similar or analogous to the foregoing or any of them or connected therewith and to set up collection centers for procuring the scrap paper, waste paper and other paper waste used to manufacture kraft paper and other types of papers and boards.

As per the provisions of Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules 2014, the alteration /modification in the main object clause of the Memorandum of Association of the Company is required to be approved by the members of the Company through Postal Ballot Process. The Board of Directors of the Company at their meeting held on June 30, 2021 has approved the above alterations/modifications in the Objects Clause of the Memorandum of Association of the Company and recommended the same to the members of the Company for approval through Postal ballot.

The revised set of draft Memorandum of Association after incorporating the alterations/amendment/modifications/ substitutions as approved by the Board of Directors of the Company is available for inspection at the Registered Office of the Company on all working days between 10.00 a.m. and 5.00 p.m. For the convenience of Shareholders, the Company has also posted the same in the Company's website www.boxandboard.in.

The above proposal is in the best interest of the Company. The Board of Directors of the Company has recommended the resolution(s) at Item No. 1 of the Postal Ballot Notice for approval of Members of the Company as a Special Resolution through Postal Ballot Process.

None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise in the Special Resolution as set out at item No. 1 of this Notice.

By Order of the Board of Directors For B&B Triplewall Containers Limited Sd/- Place: Bangalore Vijay Shah Date: 30.06.2021 Company Secretary & Compliance Officer