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BSE Limited Proxy Solicitation & Information Statement 2022

Feb 11, 2022

60293_rns_2022-02-11_3bf2b1bf-cbc1-4ecc-b376-bf9eee853408.pdf

Proxy Solicitation & Information Statement

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February 11, 2022

To,

The Listing Department

National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor, Plot No. C/1 G Block, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Symbol: BSE

ISIN: INE118H01025

Subject: Notice of Postal Ballot for Bonus Issue

Dear Sir/Madam,

With reference to the above captioned subject, please find enclosed herewith notice of Postal Ballot dated February 8, 2022 to be sent to shareholders of the Company.

The Notice of Postal Ballot is also available on the website of the Company at https://www.bseindia.com/static/investor_relations/AGM_new.html under the tab “Postal Ballot” and will also be sent to the Shareholders through electronic mode.

This is for your information and record.

For BSE Limited

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Prajakta Powle

Company Secretary & Compliance Officer

Encl.: a/a

BSE - PUBLIC

BSE LIMITED

Registered office: 25[th] Floor, P. J. Towers, Dalal Street, Mumbai- 400 001 Tel: +91 22 2272 1233/34 | Website: www.bseindia.com | Email: [email protected] CIN: L67120MH2005PLC155188

POSTAL BALLOT NOTICE

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

Dear Shareholder(s),

Notice is hereby given pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with the Companies (Management and Administration) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for conducting postal ballot through e-Voting vide General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 and 20/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021 and December 8, 2021, respectively (collectively termed as “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), that the resolution (along with Statement pursuant to Section 102 of the Act) appended below is proposed to be passed by the Shareholders, by way of Postal Ballot through Electronic Voting process (“e-Voting”):

SPECIAL BUSINESS:

1. ISSUE OF BONUS SHARES:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 63 and any other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 and in accordance with Regulation 293, 294 and 295 laid down in Chapter XI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015; Foreign Exchange Management Act, 1999 and enabling provisions of Articles of Association of the Company and subject to the provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005 (“the Scheme”) or any other provisions as may be applicable, and subject to such approvals, permissions and sanctions as may be necessary from appropriate authorities and pursuant to the recommendation of the Board of Directors of the Company, approval of the Shareholders be and is hereby accorded to the Board of Directors of the Company (‘the Board’, the term which shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of a sum not exceeding 18,32,17,188/- (Rupees Eighteen Crore Thirty-Two Lakhs Seventeen Thousand One Eighty-Eight only) or such other amount from and out of the Capital Redemption Reserve and/or General Reserve as per the Financial Statements of the Company for the period ended on September 30, 2021, for the purpose of issue and allotment of bonus shares of 2/- each (Rupees Two only), to the eligible Shareholders of the Company holding fully paid up equity shares of the Company whose names appear in the Register of Shareholders of the Company, as on the ‘Record Date’ to be determined by the Board for this purpose, in the proportion of 2 (two) new equity shares for every 1(one) existing fully paid-up equity share held by the Shareholders and that the new bonus shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up equity share capital of the Company held by each such Shareholders and not as the income of the Shareholders.

RESOLVED FURTHER THAT in order to protect the rights of trading members of the erstwhile BSE, emanating from the Scheme whose allotment has been kept in abeyance, in accordance with the Resolution at Item No.11 passed by the Shareholders at the first Annual General Meeting of the Company held on September 26, 2006, adequate provisions aggregating to 28,60,000/- (Rupees Twenty Eight Lakhs Sixty Thousand only) included in the above-mentioned amount to be capitalized, be made for the purpose of issue and allotment of bonus shares, in the same ratio as aforesaid, to the said trading members of erstwhile BSE in respect of whom allotment of 7,15,000 equity shares of 2/- each (Rupees Two only) has been kept in abeyance for various reasons, in terms of the Clause 5 of the Scheme.

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RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to make suitable arrangements to deal with such fractions for the benefit of the eligible Shareholders, including but not limited to, allotting the total number of new equity shares representing such fractions to a person(s) to be appointed by the Board of Directors who would hold them in trust for such Shareholders and shall, as soon as possible, sell such equity shares at the prevailing market rate and the net sale proceeds of such equity shares, after adjusting the cost and the expense in respect thereof, be distributed among such Shareholders who are entitled to such fractions in the proportion of their respective fractional entitlements.

RESOLVED FURTHER THAT the bonus shares so allotted shall rank pari – passu in all respects with the fully paid-up equity shares of the Company as existing on the Record Date.

RESOLVED FURTHER THAT the bonus shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT no allotment letters shall be issued to the allottees of the bonus equity shares and in case of Shareholders who hold equity shares in dematerialised form, the bonus shares be credited to the respective beneficiary accounts of the Shareholders with their respective Depository Participants and in case of Shareholders who hold equity shares in physical form, the Share Certificate(s) in respect of such bonus shares shall be dispatched, within such time as prescribed by law and relevant authorities.

RESOLVED FURTHER THAT the issue and allotment of the bonus shares to the extent that they relate to Non- Resident Indians (NRIs), Foreign Institutional Investors (FlIs) and other Foreign Investors, shall be subject to the approval of RBI or any other regulatory authority, if any.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such bonus shares on the Stock Exchange where the shares of the Company are presently listed, as per the provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and other applicable regulations, rules and guidelines.

RESOLVED FURTHER THAT Managing Director and CEO, Chief Financial Officer, Chief Regulatory Officer; and Company Secretary and Compliance Officer of the Company be and are hereby severally authorized, to do all such acts, deeds, matters as may in their absolute discretion deem necessary, desirable or expedient for giving effect to this Resolution.”

By Order of the Board of Directors For BSE Limited

Nayan Mehta Chief Financial Officer

Mumbai, February 8, 2022

NOTES:

  1. Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the proposed resolution is annexed hereto.

  2. In accordance with the guidelines prescribed by the Ministry of Corporate Affairs for conducting postal ballot through e-Voting vide General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 and 20/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021 and December 08, 2021 respectively (collectively termed as “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this Postal Ballot Notice (“Notice”) along with explanatory statement and e-Voting instructions is being sent only through electronic mode to all those Shareholders whose e-mail addresses are registered with the Company’s Registrar and Transfer Agents, KFin Technologies Private Limited (“RTA”)/ Depository(s) as on Friday, February 4, 2022 (“cut-off date”). The copy of the Notice will also be available on Company’s website at www.bseindia.com, www.nseindia.com (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility)(“Websites”).

  3. The e-Voting period commences on Sunday, February 13, 2022 (9.00 a.m. IST) and ends on Monday, March 14, 2022 (5.00 p.m. IST) . During this period, Shareholders holding shares either in physical form or in dematerialized form, as on Cut-off date , may cast their vote electronically.

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  1. In compliance with the terms of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Shareholders for this Postal ballot and accordingly, the Shareholders are required to communicate their assent or dissent through e-Voting system only.

  2. Voting rights shall be reckoned in proportion to the equity shares held by the Shareholders in the paid-up equity share capital of the Company as on the closure of business hours of the cut- off date.

  3. Shri Vatsal Doshi (ACS: 50332), Proprietor, M/s. Vatsal Doshi & Associates, Practicing Company Secretaries, (CP No. 22976) has been appointed to act as the Scrutinizer for conducting the Postal Ballot through e-Voting process in accordance with the law and in a fair and transparent manner.

  4. The result of the postal ballot will be announced within two working days of conclusion of the e-Voting. The result declared along with the Scrutinizer’s Report would be displayed on the Websites.

  5. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-Voting i.e., on Monday, March 14, 2022.

  6. Shareholders of the Company under the category of Institutional/Corporate Shareholders are encouraged to participate for the e-Voting. Corporate Shareholders intending to authorize their representatives to vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email at [email protected] and [email protected] (Company’s email) and the same should also be uploaded on the e-Voting portal of Central Depository Services (India) Limited (“CDSL”).

  7. Shareholders who have not yet registered their e-mail addresses are requested to register the same with their Depository Participant (“DP”) in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.

  8. The dispatch of Postal Ballot Notice shall be announced through an advertisement in at least 1 (one) English newspaper having nationwide circulation and at least 1(one) Marathi newspaper having wide circulation in Maharashtra, where the registered office of the Company is situated.

12. INSTRUCTIONS FOR E-VOTING:

  • (i) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and MCA Circulars, the Shareholders are provided with the facility to cast their vote electronically through e-Voting services provided by CDSL on the resolution set forth in this notice.

  • (ii) The e-Voting period commences on Sunday, February 13, 2022 (9.00 a.m. IST) and ends on Monday, March 14, 2022 (5.00 p.m. IST) . During this period, Shareholders holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Shareholders, he / she shall not be allowed to change it subsequently or cast vote again.

  • (iii) Login method for e-Voting for Individual Shareholders holding securities in Demat mode through Central Securities Depositories Limited (“CDSL”)/National Securities Depositories Limited (“NSDL”) is given below:

Type of Shareholders Login Method Login Method
Individual Shareholders
holding securities in
Demat mode withCDSL
1.
2.
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 arehttps://web.cdslindia.com/myeasi/home/loginor visit
www.cdslindia.comand 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 companies where the e-Voting is in progress as per the information
provided by company. On clicking the e-Voting option, the user will be able to
see e-Voting page of the e-Voting service provider for casting your vote during
the e-Voting period. Additionally, there is also links provided to access the system
of all e-Voting Service Providers i.e. CDSL/NSDL/KFIN/LINKINTIME, so that the
user can visit the e-Votingserviceproviders’ website directly.

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Type of Shareholders Login Method Login Method
3. 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 an e-Voting link available onwww.cdslindia.comhome 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 option where the e-Voting is in progress and also able to directly
access the system of all e-VotingService Providers.
Individual Shareholders
holding securities in
demat mode withNSDL
1.
2.
3.
4.
5.
6.
7.
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.comeither on a Personal Computer or on mobile.
Once the home page of e-Services is launched, click on the “Benefcial 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 e-Voting period.
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.
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 mobile.
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholders/Members’ section.
A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number held with NSDL), Password/OTP and a 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 name and you will be redirected to e-Voting service provider website
for casting your vote duringthe e-Voting period.
Individual Shareholders
(holding securities
in demat mode)
login through
theirDepository
Participants
1.
2.
3.
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
e-Voting period.

Important note: Shareholders 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 withCDSL
Shareholders facing any technical issue in login can contact CDSL
helpdesk by sending a request [email protected]
or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities
in Demat mode withNSDL
Shareholders facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] call at toll
free no.: 1800 1020 990 and 1800 22 44 30

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(iv) Login method for e-Voting for Shareholders holding securities in physical mode and Shareholders other than individual Shareholders holding securities in Demat form.

  • a. The Shareholders should log on to the e-Voting website www.evotingindia.com.

  • b. Click on “Shareholders” module.

  • c. Now enter your User ID

  • i. For CDSL: 16 digits beneficiary ID,

  • ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • iii. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

  • e. 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.

  • f. If you are a first-time user follow the steps given below:

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----- Start of picture text -----

For Shareholders holding securities in physical mode and other than individual
Shareholders holding shares in Demat.
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 recorded in your
Bank Details demat account or in the company records in order to login.
OR Date of � If both the details are not recorded with the depository or company, please enter the
Birth (DOB) Member id / folio number in the Dividend Bank details field.
----- End of picture text -----

  • g. After entering these details appropriately, click on “SUBMIT” tab.

  • h. Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in demat mode 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 account 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.

  • i. For Shareholders holding shares in physical mode, the details can be used only for e-Voting on the resolutions contained in this Notice.

  • j. Click on the EVSN for on which you choose to vote.

  • k. 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.

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

  • m. 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.

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

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

  • p. 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.

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  • q. Additional Facility for Non – Individual Shareholders and Custodians –For e-Voting

  • 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 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; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

  • a. For Physical Shareholders- please provide necessary details like Folio No., Name of Shareholders, 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 [email protected] .

  • b. For Demat Shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  • c. For Individual Demat Shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] 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.

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STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

As a goodwill gesture and with a view to improve liquidity on the exchange platform, the Board of Directors (“Board”), at its meeting held on February 8, 2022, after considering the available reserves, subject to the consent of the Shareholders of the Company and all other requisite approvals, permissions, sanctions had approved and recommended to capitalize to the extent of 18,32,17,188/- (Rupees Eighteen Crore Thirty-Two Lakhs Seventeen Thousand One Eighty-Eight only) or such other amount from and out of the Capital Redemption Reserve and/or General Reserve as per the Financial Statements of the Company for the period ended on September 30, 2021, for issue and allotment of bonus shares in the ratio of 2 (two) new equity shares of 2/- (Rupees Two only) each for every 1 (one) existing equity shares of ` 2/- (Rupees Two only) each of the Company held by the existing Shareholders as on the ‘Record Date’ to be determined by the Board.

Article 219 to Article 225 of the Articles of Association of the Company permits that, the Company, in General Meeting, may upon recommendation of the Board, approve, capitalisation of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards payment of unissued shares to be issued to the Shareholders as fully paid up bonus shares.

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to applicable statutory and regulatory approvals, if any, the issue of bonus shares of the Company requires the approval of the Shareholders of the Company. Accordingly, approval of the Shareholders of the Company is hereby sought by way of ordinary resolution as set out in this Postal Ballot Notice.

The bonus shares are proposed to be issued to the Shareholders of the Company, whose names appear in the Register of Shareholders of the Company as on the ‘Record Date’, to be determined by the Board of Directors thereof for the purpose of issue of bonus shares, in the ratio of 2 (two) new bonus shares of 2/- each for every 1 (one) fully paid-up equity share of face value of 2/- each (2:1) held by them as on the Record Date.

In case of Shareholders who hold equity shares in dematerialised form, the bonus shares shall be credited to the respective beneficiary accounts of the Shareholders with their respective Depository Participants. In case of Shareholders who hold equity shares in physical form, the Share Certificate(s) in respect of such bonus shares shall be dispatched, within such time as prescribed by law and relevant authorities.

Pursuant to the BSE (Corporatisation and Demutualisation) Scheme, 2005 (“the Scheme”), in order to protect the rights of trading members of the erstwhile BSE, emanating from the Scheme whose allotment has been kept in abeyance, in accordance with the Resolution at Item No. 11 passed by the Shareholders at the first Annual General Meeting of the Company held on September 26, 2006, adequate provisions aggregating to 28,60,000/- (Rupees Twenty Eight Lakhs Sixty Thousand only) included in the above-mentioned amount to be capitalized, will be made for the purpose of issue and allotment of bonus shares, in the same ratio of 2:1, to the said trading members of erstwhile BSE in respect of whom allotment of 7,15,000 equity Shares of 2/- each (Rupees Two only) has been kept in abeyance for various reasons, in terms of the Clause 5 of the Scheme.

Accordingly, the capital of the company post bonus issue is projected below:

Capital Existing Capital Ratio of 2:1
(Two Bonus shares for every One
share held)
Ratio of 2:1
(Two Bonus shares for every One
share held)
Bonus issue Post Bonus
Capital
(A) (B) (A+B)
Authorised (shares) 1,50,00,00,000 - 1,50,00,00,000
Authorised(`) 3,00,00,00,000 - 3,00,00,00,000
Issued(shares)* 4,58,04,297 9,16,08,594 13,74,12,891
Issued(`) 9,16,08,594 18,32,17,188 27,48,25,782
Subscribed and Paid-up (shares) 4,50,89,297 9,01,78,594 13,52,67,891
Subscribed and Paid-up (`) 9,01,78,594 18,03,57,188 27,05,35,782

*7,15,000 equity shares forming part of the existing issued capital are kept in abeyance pursuant to Clause 5.3 of the BSE (Corporatisation and Demutualisation) Scheme, 2005, for various regulatory reasons and accordingly bonus entitlement for these shares shall also be kept in abeyance until the allotment.

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None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in this Postal Ballot Notice, except to the extent of issue and allotment of bonus shares to them consequent to their shareholding, if any, in the Company as on the record date.

The Board recommends the Resolution as set out in the notice for the approval of Shareholders.

By Order of the Board of Directors For BSE Limited Nayan Mehta Chief Financial Officer

Mumbai, February 8, 2022

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