Bimetal Bearings Ltd — AGM Information 2021

Jun 30, 2021

Telephone : 0422 – 2221159 Cell : (0) 97902 46890 E-Mail : vidhyashankar@bimite.co.in Website : www.bimite.co.in Cell (Dept) : (0) 97902 46890 E-Mail (Dept) : csdept@bimite.co.in

Thinwall Bearings, Bushings and Thrust Washers

Bimetal Bearings Limited

PB No.3772, No.18, RACE COURSE ROAD, COIMBATORE –18 CIN: L29130TN1961PLC004466

Manufacturers of

Ref: CSD/AGM/017

30[th] June 2021

M/s.BSE Limited,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

/ Electronic Filing /

Sir,

Notice of the 60[th] Annual General Meeting (AGM)

******

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, we hereby inform that the 60[th] AGM of the Company will be held on Wednesday , the 21[st] July 2021 at 3.30 p.m. thro’ the Video Conference/ Other Audio Visual Means.

In this connection we are forwarding / submitting the notice (incl. the noted thereof, instructions of e-voting etc.) of the 60[th] Annual General Meeting for your records.

– Further we confirm that the copy of the same (together with the contents of the entire Annual Report 2021) is available on the website of the company viz. www.bimite.co.in.

Kindly acknowledge receipt.

For Bimetal Bearings Limited

==> picture [129 x 19] intentionally omitted <==

K.Vidhya Shankar

Company Secretary & Compliance Officer

Registered Office :Huzur Gardens, Sembiam, Chennai - 600 011 A MEMBER OF THE AMALGAMATIONS GROUP

Bimetal Bearings Limited

(CIN: L29130TN1961PLC004466) Registered Office: “Huzur Gardens”, Sembium, Chennai 600 011 E-mail: vidhyashankar@bimite.co.in / website: www.bimite.co.in Tel: (0422) 2221159 / 97902 46890

NOTICE TO THE SHARE-HOLDERS OF THE 60TH ANNUAL GENERAL MEETING

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Notice is hereby given that the 60 Annual General meeting of the members of Bimetal Bearings Limited will be held on Wednesday the 21st July 2021 at 3.30 p.m. Indian Standard Time (“IST”). The Annual General Meeting shall be held by means of Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) on account of outbreak of Covid-19 (coronavirus) pandemic and in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, to transact the following business:

Ordinary Business:

01) To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for the financial year ended 31st March 2021 together with the Reports of the Directors and the Independent Auditors and to pass the following resolution as an ordinary resolution:

"Resolved that the audited financial statements (including consolidated financial statements) including Statement of Profit and Loss for the year ended on 31st March 2021, the Balance Sheet as on that date, the annexures thereto, the Cash Flow Statement for the year ended on 31st March 2021, the Reports of Independent Auditors and Directors thereon be and are hereby received and adopted".

• 02) To declare a dividend and to consider and if thought fit to pass with or without modification(s) the following resolution as an ordinary resolution:

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• "Resolved that a Dividend of Rs.8/- per share out of the current year's profit of the Company for the year ended 31 March 2021 amounting to Rs.3,06,00,000/- be declared and paid".

• 03) To appoint a director in place of Mr.S.Narayanan, Whole-time Director (DIN 03564659) who retires by rotation and being eligible offers himself for re-appointment and to pass the following resolution as an ordinary resolution:

• "Resolved that Mr.S.Narayanan, Whole-time Director (DIN 03564659), who retires by rotation from the Board pursuant to the provisions of Section 152 of the Companies Act, 2013 be and is hereby re-appointed as a Director of the Company".

Special Business:

• 04) To consider and if thought fit, to pass with or without modification(s), the following resolution for the ratification of remuneration payable to the Cost Auditors of the Company for the financial year 2021 - 22 as an ordinary resolution:

• "Resolved that pursuant to Section 148 of the Companies Act, 2013, the remuneration fixed at Rs.1,10,000/- (Rupees One Lakh and Ten Thousand Only) exclusive of taxes, out of pocket and travel expenses etc., to M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) who have been appointed as Cost Auditors by the Board of Directors for the financial year 2021-22 as recommended by the Audit Committee be and is hereby ratified.”

• 05) To consider and if thought fit, to pass with or without modification the following resolution for payment of remuneration to NonExecutive Directors of the Company as a Special Resolution:

“ Resolved that pursuant to the provisions of Section 197 and other applicable provisions of the Companies Act, 2013 (the Act) and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V to the Act and further to the MCA Notification No. S.O.1256 (E) Dt.18th March 2021, approval is accorded to the Board of Directors (with due recommendation of the Nomination and Remuneration Committee) for the payment of minimum remuneration to the Non-executive Directors within the limits specified in Schedule V to the Companies Act, 2013 for each of the Non-Executive Directors for a period of 3 (Three) years from 1st April 2021, in the event of inadequacy of profits in a financial year”.

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Further resolved that this approval is accorded in addition to the approval taken from the share-holders at the 56 Annual General Meeting held on 21st July 2017 whereby the Non-executive Directors are entitled to receive the maximum of the remuneration calculated as per Section 198 of the Companies Act, 2013 (i.e. the rate of 1% of the net profits calculated as per the provisions of Section 197) when compared to the minimum remuneration calculated as per MCA Notification No.S.O.1256 (E) Dt.18th March 2021 in the event of inadequacy of profits”.

Coimbatore June 17, 2021

By Order of the Board K.Vidhya Shankar Company Secretary (Membership No. ACS 9105)

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Statement of Material Facts pursuant to Section 102 of the Companies Act, 2013.

For Item No.04:

The company pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors), Rules 2014 had appointed M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No. 000216) for the financial year 2021-22 towards carrying out the cost audit of the products manufactured by the company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors should be ratified by the members. The necessary resolution is placed before the members for their consideration and approval. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested in the resolution.

For Item No.05:

The share-holders at the 56th Annual General Meeting held on 21st July 2017 accorded approval for the payment of remuneration to the Non-Executive Directors as per Section 198 and other applicable provisions of the Companies Act, 2013. Subsequently vide Notification No. S.O. 1256(E) Dt.18th March 2021 issued by the Ministry of Corporate Affairs, the Non-Executive Directors of the Company could be paid remuneration in the event of inadequacy of profits.

The Board of Directors at their meeting held on 17th June 2021 decided to seek the approval of the shareholders authorizing the Board of Directors for the payment of remuneration to the Non-Executive Directors in the event of inadequacy of profits in a financial year calculated as per the provisions of Notification No. S.O. 1256(E) issued by the MCA on 18th March 2021 for a period of 3 (Three) years from 1st April 2021. The quantum of remuneration payable to Non-Executive Directors in the event of inadequacy of profits in a financial year shall be within the limits specified in Schedule V to the Companies Act, 2013 for each of the Non-Executive Directors duly recommended by the Nomination and Remuneration Committee and approved by the Board of Directors from time to time.

Hence the necessary resolutions are placed before the members for their consideration and approval as a Special Resolution. The existing Non-Executive Directors of the Company i.e. Mr.P.M.Venkatasubramanian, Mr.Krishna Srinivasan, Mr.R.Vijayaraghavan, Dr.Sandhya Shekhar and Mr.N.P.Mani are concerned or interested in the resolution to the extent of remuneration payable to them. No other Director / Key Managerial Personnel / their relatives is concerned / interested in the resolutions.

The relevant information required to be furnished under Section II of Part II of Schedule-V to the Act are furnished hereunder:

I. General Information

1. Nature of Industry

2. : Auto Ancillary

3. Date or expected date of : Company was established in the year 1961 and commercial production commencement of commercial production was commenced more than five decades ago.

4. In case of new companies, expected date of commencement of activities as per project : Not Applicable approved by financial institutions appearing in the prospectus

5. Financial Performance based on given indicators : (Rs. Lakhs)

ormance based on given indicators :		(Rs. Lakhs)
Particulars	31st Mar-2021	31st Mar-2020
Revenue from Operations (Net)	15,846.41	14,912.90
Other Income	554.10	714.99
Total	16,400.51	15,627.89
Proft Before Tax	374.77	139.64
Proft After Tax	394.49	164.54
Dividend Amount Paid	267.75	382.50
Percentage	70%	100%
Earnings Per Share(Rs.)	10.31	4.30
Share Capital	382.50	382.50
Reserves (Other equity)	18,201.33	16,955.01
Net Worth	18,583.83	17,337.51
Debt-Equity Ratio	0.00:1	0.00:1

The Company has declared dividends since inception without a break.

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1. Foreign Investments / Collaborations if any

Foreign Investments : Nil Technical Collaborators : Daido Metal Company, Japan

II. Information about the recipients of remuneration:

1. Back-ground details: After getting the resolution passed by the Share-holders, Mr.P.M.Venkatasubramanian, Mr.Krishna Srinivasan, Mr.R.Vijayaraghavan, Dr.Sandhya Shekhar and Mr.N.P.Mani will be in receipt of the remuneration for the present. Their back-ground details are furnished in the Corporate Governance Section under the heading “professional back-ground and skills / expertise / Competence of Directors”.

2. Past remuneration : Details of remuneration paid for the non-executive Directors are furnished in the Corporate Governance Section under the heading “remuneration paid / payable to Executive and Non-Executive Directors for the year ended 31st March 2021”.

3. Recognition or Awards : --------

4. Job profile and their suitability : The non-executive Directors have been drawn from different back-grounds viz, legal, risk management, soft-ware, engineering, taxation etc. Their contribution at the Board level will guide the company in its overall performance.

5. Remuneration Proposed : As stated in the resolution and in the statement of material facts provided under Section 102 of the Act respectively. The Company will pay the non-executive Directors on annual basis (within the limits specified in Schedule V to the Companies Act, 2013) based on recommendations of the Nomination and Remuneration Committee.

6. Comparative remuneration with respect to industry, size of the Company, profile of the position and person (in case of expatriates, the relevant details would be with reference to the country of their origin) :

The remuneration currently paid is comparable in the industry and commensurate with the responsibilities handled by non-executive Directors in a listed entity.

1. Pecuniary Relationship : Nil

III. Other Information:

1. Reason for Loss or inadequacy :

Reason for Loss or inadequacy : The resolution is primarily to facilitate the payment of remuneration to the non-executive Directors due to inadequacy of profit during their tenure which could be on account of economic slow-down and increase in input cost coupled with market competition.

1. Steps taken or proposed to be taken for improvement : As mentioned, it is only an enabling resolution

2. Expected increase in productivity / profit in measurable terms : Barring unforeseen circumstances, a growth of around 10% in profit before tax is anticipated.

3. IV. Disclosures : Are furnished in the Corporate Governance report in the Annual report.

Details of Mr.S.Narayanan, Whole-time Director who is seeking re-appointment at the 60th Annual General Meeting [Pursuant to Clause 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015].

Name : Mr.S.Narayanan Date of Birth : 12th July 1960 Date of appointment : 1st November 2012 Qualifications : B.Sc (Maths) from Madras University, B.Tech from Anna University and M.B.A. from Case Western Reserve University, USA Experience from specific functional areas : Operations & Business Management Directorships in other Companies : M/s.BBL Daido (P) Limited M/s.IPL Green Power (P) Limited M/s.Ootacamund Club (A Section-8 Company)

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Details of other Committee membership(s) : Nil No. of shares held in the company : 400 Relationship between Directors inter-se : Nil

Notes:

1. A Statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts relating to the relevant resolutions of this Notice is annexed herewith and the same should be taken as part of this Notice. Further, as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) and the provisions of the Secretarial Standard No. 2 on General Meetings, a brief profile of the director proposed to be re-appointed has been set out in the Explanatory Statement to this Notice.

2. All relevant documents referred to in this Notice requiring the approval of the members at the meeting shall be available for inspection by the Members. Members who wish to inspect the documents are requested to send an email to vidhyashankar@bimite.co.in / csdept@bimite.co.in mentioning their Name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the e-mail. The notice and the Annual Report are also available at the following link-https://www.bimite.co.in/annualreport2021 (Company's website) and also at www.bseindia.com (official website of M/s.BSE Limited).

3. The register of members and Share Transfer Books of the Company under the physical mode will remain closed from 19th July 2021 to 21st July 2021 (both days inclusive). In the case of dematerialised shares, the Dividend that may be declared at the 60th Annual General Meeting will be paid to the members whose names appear in the Beneficiary Position list submitted by NSDL and CDSL as on 19th July 2021. In the case of other holders, the dividend amount will be paid to those whose names appear in the Register of Members as on the date of the 60th Annual General Meeting.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote, provided the votes are not already cast by remote e-voting by the first holder.

5. Members holding shares in dematerialized form are requested to intimate any change in their address or bank account details (including 9 digit MICR No., 11 digit IFSC code No., and core banking account No.,) to their respective Depository Participants with whom they are maintaining demat accounts.

6. Members holding shares in physical form are requested to send an email communication duly signed by all the holder(s) intimating about the change of address immediately to the R&T agent / Company along with the self-attested copy of their PAN Card(s), unsigned copy of the Cheque leaf where an active Bank account is maintained and the copy of the supporting documents evidencing change in address. Communication details of the Company's R&T agent are:

M/s.GNSA Infotech Private Limited

“Nelson Chambers”, “F”- Block, STA Dept., 4th Floor, No.115, Nelson Manickam Road, Aminthakarai, Chennai - 600 029.

Tel: (044 – 42962025 / 42962026) E-mail: krishnakumar@gnsaindia.com

1. As per Sections 124 and 125 of the Companies Act, 2013, the unpaid or unclaimed dividend amounts lying in unpaid dividend accounts for a period of seven (7) years from the date of its transfer to the unpaid dividend account and the underlying equity shares of such unpaid or unclaimed dividend amounts, are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The unclaimed dividend in respect of the financial year 2013-14 is in the process of being transferred to the IEPF in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013. The members, whose unclaimed dividends/shares have been already transferred to IEPF, may claim the same by making an online application to the IEPF Authority in Form IEPF-5 which is available in the IEPF's official website i.e. www.iepf.gov.in. For further details on this subject, the share-holders are requested to get in touch with the Company Secretary.

2. As per Rule 5 of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), information containing the names and the last known addresses of the persons entitled to receive the sums lying in the account referred to in Section 125(2) of the Act, the amount to which each person is entitled, due date for transfer to IEPF, etc. is provided by the Company on its website at the link https://www.bimite.co.in/unpaid dividend details and also on the website of the IEPF Authority. The concerned members are requested to verify the details of their unclaimed dividend, if any, from the said websites and lodge their claim with the Company's RTA, before the unclaimed dividends are transferred to the IEPF. The Company's RTA in this regard has also intimated by sending a communication to all the Members whose dividends have remained un-encashed, with a request to send the requisite documents to them for claiming un-encashed dividends.

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1. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to Section 72 of the Companies Act, 2013. Members desiring to avail this facility may send their nomination in the prescribed Form SH-13 in duplicate, duly filled in, to the R&T agent at the address mentioned above. The prescribed form in this regard may also be obtained from the RTA. Members holding shares in electronic form are requested to contact their Depository Participants directly for recording their nomination.

2. Members desiring any information relating to the annual accounts of the Company for the year ended 31st March 2021 are requested to send an email to the Company at vidhyashankar@ bimite.co.in / csdept@bimite.co.in at least ten (10) days before the meeting.

3. In view of the massive outbreak of the Covid-19 pandemic, social distancing is a norm to be followed and pursuant to General Circular No.20/2020 Dt.5th May 2020 and 02/2021 Dt.13th January 2021, read with the circulars Dt.8th April 2020 and 13th April 2020 issued by the Ministry of Corporate Affairs (MCA) and in accordance with Circular Dt.12th May 2020 read with Circular Dt.15th January 2021 issued by the Securities and Exchange Board of India providing relaxations to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as “Applicable Circulars”), physical attendance of the Members to the venue of the Company’s 60th Annual General Meeting (hereinafter referred to as “60th AGM”) is not required and the Annual General Meeting will be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the 60th AGM through VC/OAVM. Further it is informed that electronic copies of the Annual Report and the Notice of the 60th AGM inter alia indicating the process and manner of e-voting along with instructions to attend the Annual General Meeting through video-conferencing / other audio-visual means are being sent by email to those Members whose email addresses have been made available to the Company / RTA / Depository Participants as on 18th June 2021. For Members who have not registered their email addresses, kindly register the same by sending an e-mail to vidhyashankar@bimite.co.in as copies of the notice to the 60th AGM as well as the other documents will not be sent to them in physical mode and will be sent only by e-mail, in view of the impact of Covid-19 pandemic and also as per instructions available in the Applicable Circulars.

4. Pursuant to the Circular No.14/2020 Dt. 8th April 2020 issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for the 60th AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the 60th AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

5. The Members can join the 60th 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 60th AGM through VC/OAVM will be made available for 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 60th AGM without restriction on account of first come first served basis.

6. The attendance of the Members attending the 60th AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

7. 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 the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the 60th AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the 60th AGM will be provided by NSDL.

8. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 Dt. 13th April 2020, the Notice calling the 60th AGM has been uploaded on the website of the Company at www.bimite.co.in. The Notice can also be accessed from the website of M/s.BSE Limited at www.bseindia.com and the Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.

The Instructions for members for Remote E-Voting and joining the 60th General Meeting are as under:-

The remote e-voting period begins on Sunday, 18th July 2021 at 09:00 A.M. and ends on Tuesday, 20th July 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of

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Members / Beneficial Owners as on the record date (cut-off date) i.e. 14th July 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, i.e.,14th July 2021. Cut-off date is for determining the eligibility to vote by electronic means or at the meeting. A person who is not a member as on the cut-off date should treat this Notice for information only.

Steps to be followed to vote electronically using NSDL's e-Voting system:

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

• Step 1: Access to NSDL's e-Voting system

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular Dt. 9th December 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.

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. 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 and 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 i.e. Bimetal Bearings Limited or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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 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 16 digit demat account number), 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 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 or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, can login through their user id and password, wherein there is an option to reach the e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not already registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access the e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
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 the 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 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 above mentioned website.

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

Login type	Helpdesk details
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
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.com or contact at 022- 23058738 or 022-23058542-43

• B) Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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.

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

2. 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.

3. 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 i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
1. For members who hold shares in demat Account with NSDL	8 Character DP ID followed by 8 Digit Client ID. For example, if your DPID is IN300** and Client ID is 12* then your user ID is IN300 12***
2. For members who hold shares in demat Account with CDSL	16 Digit Benefciary ID For example, if your Benefciary ID is 12* then your user ID is 12***
3. For members holding shares in Physical form.	EVEN Number followed by Folio Number registered with the Company For example, if EVEN is 123456 and folio number is BL * then user ID is 123456BL*

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'.

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

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

6. 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.

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

8. 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.

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

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

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

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

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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company i.e. 116174 for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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 be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sankar@ksrandco.in 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 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 www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms.Sarita Mote, Assistant Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, e-mail: evoting@nsdl.co.in.

Process for those shareholders whose e-mail 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, a request can be made by providing details of 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 vidhyashankar@bimite.co.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 (selfattested scanned copy of Aadhar Card) to vidhyashankar@bimite.co.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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor 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.

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The Instructions for members for E-Voting on the day of the Company's 60th AGM are as under:-

1. The procedure for e-Voting on the day of the 60th AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the 60th AGM 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 in the meeting.

3. Members who have voted through Remote e-Voting will be eligible to attend the 60th AGM. However, they will not be eligible to vote at the meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the 60th AGM shall be the same person mentioned for Remote e-voting.

Instructions for members for attending the Company's 60th AGM through VC/OAVM are as under:

1. Member will be provided with a facility to attend the Company's 60th AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company i.e. 116174 will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

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

4. 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.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email ID, mobile number at vidhyashankar@bimite.co.in. The same will be replied by the company suitably.

Speaker Registration for the Company's 60th Annual General Meeting:

Members who would like to express their views or ask questions during the 60th AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their Name, DPID / CLID, Folio No., PAN No., Mobile No. to vidhyashankar@bimite.co.in on or before Wednesday, 14th July 2021. Those members who have registered themselves as a speaker will be allowed to express their views / ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the meeting.

Voting Results :

Mr.V.R.Sankaranarayanan, Partner, KSR & Co. Company Secretaries LLP has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The results of the voting will be announced within 48 hours after the conclusion of the meeting and will be communicated to M/s.BSE Limited, Mumbai. Further the voting results will also be displayed in the company's website www.bimite.co.in immediately.

Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this notice.

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