Calcom Vision Ltd. — Proxy Solicitation & Information Statement 2022

Dec 1, 2022

Digitally signed AAYUSH by AAYUSHI JINDAL

I JINDAL

Date: 2022.12.01 16:08:12 +05'30'

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CALCOM VISION LIMITED CIN: L92111DL1985PLC021095

Regd. Office: C-41, Defence Colony, New Delhi-110024

Corp. Office: B-16, Site-C, Surajpur Industrial Area, Greater Noida-201306, U.P. Tel: 0120-2569761, Fax: 01202569769 Website: www.calcomindia.com, Email: corp.compliance@calcomindia.com

NOTICE OF POSTAL BALLOT THROUGH E-VOTING

Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 & 22 of The Companies (Management & Administration) Rules, 2014

To, The Members of Calcom Vision Limited,

Notice is hereby given that pursuant to the provisions of Section 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard-2 on General Meetings (“SS-2”) issued by the Institute of the Company Secretaries of India, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force and guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) vide General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated May 5, 2022 (collectively referred to as the “MCA Circulars”) and other applicable laws, rules and regulations, if any, the Resolution set forth below, being unavoidable in nature, are proposed to be passed by the members of Calcom Vision Limited (“Company”) through Postal Ballot, only by way of voting through electronics means (“remote e-voting”). Communication of assent/ dissent of the members on the resolution proposed in this postal ballot notice (“Notice”) will only take place through the remote e-voting system.

In accordance with the MCA Circulars, the Company is sending this Notice along with the explanatory statement and remote e-voting instructions, only through electronic mode to all its members who have registered their email addresses with the Company/ Registrar and Share Transfer Agent or Depository/ Depository Participants and whose names appear in the Register of Members of the Company and/ or in the Register of Beneficial Owner maintained by the Depositories as on November 29, 2022 (“cut-off date”). In case the e-mail address of any member is not registered with the Company/ Depositories, please follow the process provided in the notes to this Notice.

The remote e-voting shall commence on Friday, December 2, 2022 from 9:00 A.M. (IST) onwards. Members are requested to cast their vote through the remote e-voting at any time before Saturday, December 31, 2022, 5:00 P.M. (IST) (i.e. the last date to cast vote electronically). The remote e-voting module shall be disabled thereafter. The Notice shall also be uploaded on the website of the Company at www.calcomindia.com and on the websites of BSE Limited at www. bseindia.com.

The Board of Directors of the Company has appointed Mr. Sandeep Kansal, having Membership Number 14132, COP No. 3472, Practicing Company Secretary, proprietor of M/s Sandeep Kansal & Associates, Company Secretaries to act as the Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner.

In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with the Rule 20 and 22 of the said Rules and Regulation 44 Listing Regulations, the Company is providing e-voting facility to all the Members of the Company. For this purpose, the Company has engaged the services of National Securities Depository Limited to enable the Members to cast their votes electronically.

Upon completion of the e-voting process, the Scrutinizer will submit his report to the Chairman of the Company and the result of the Postal Ballot will be announced within 2 (Two) working days from the last day of E-voting and the same shall also be simultaneously communicated to the Stock Exchange.

The said result along with the Scrutinizer’s Report will be uploaded on the Company’s website www.calcomindia.com and on the website of National Securities Depository Limited e-voting website www.evotingindia.com and will be communicated to the stock exchange where the equity shares of the Company is listed.

SPECIAL BUSINESSE

Appointment of Mr. Akhauri Rajesh Sinha (DIN: 03566720) as a Non- Executive Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with the recommendation of the Nomination and Remuneration Committee of the Company, Mr. Akhauri Rajesh Sinha (DIN: 03566720), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company and in respect of whom the Company has received a notice in writing from a member signifying his candidature for the office of Director of the Company under Section 160 of the Companies Act, 2013, be appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from October 1, 2022 to September 30, 2027.

FURTHER RESOLVED THAT the Board of Directors and/or Company Secretary of the Company, be and is hereby authorised to do all such acts, deeds, matters and things in this regard and take all such steps as may be necessary, proper, expedient or desirable to give effect to this Resolution.”

By order of the Board of Directors For Calcom Vision Limited

Place: Greater Noida Date: 29[th] November, 2022

Sd/Aayushi Jindal Company Secretary & Compliance Officer

NOTES:

1. The statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts concerning above item of business to be transacted is annexed hereto.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) on Tuesday, 29[th] November, 2022.

3. Members whose names appear on the Register of Members / List of Beneficial Owners as on Tuesday, 29[th] November, 2022, will be considered for the purpose of voting. A person who is not a member as on Tuesday, 29[th] November, 2022 i.e. the ‘cut-off date’ for reckoning voting rights should treat this Notice for information purpose only.

4. Members may note that the Postal Ballot Notice will be available on the Company’s website www.calcomindia.com, websites of the Stock Exchange i.e., BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited (‘NSDL’) at https://www.evoting.nsdl.com/, the e-Voting Service Provider (ESP).

5. The Board of Directors of the Company has appointed Mr. Sandeep Kansal, having Membership Number 14132, COP No. 3472, Practicing Company Secretary, proprietor of M/s Sandeep Kansal & Associates, Company Secretaries to act as the Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner.

6. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 (‘SEBI Circular’), the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by NSDL, on all the resolution set forth in this Notice.

7. Members may vote on the postal ballot from Friday, 2[nd] December, 2022 to Saturday, 31[st] December, 2022. In terms of the requirements of SEBI Circular, the e-voting period begins at 09.00 A.M. (IST) on Friday, 2[nd] December, 2022 and ends at 5.00 P.M. (IST) on Saturday, 31[st] December, 2022. Thereafter, the e-voting module shall be disabled by NSDL.

8. Pursuant to SEBI Circular, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

9. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

10. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on 29[th] November, 2022. Members can vote for their entire voting rights as per their discretion.

11. Members can mailed their request on Corp.compliance@calcomindia.com for inspection of documents on all working days, except Saturdays, between 11:00 A.M. and 1:00 P. M. upto 31[st] December, 2022.

- How do I vote electronically using NSDL 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 e Voting system

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

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

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. Existing IDeASuser 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 “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1) Existing users who have opted for Easi / Easiest, they can login through their 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 orwww.cdslindia.comand click on New System Myeasi. 2) After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 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 link inwww.cdslindia.comhome 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.NSDLwhere 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 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 cycle period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot 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. 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 atevoting@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 athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022- 23058542-43

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

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

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

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

2. a) If you are already registered for e-Voting, then you can user 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. 8. Now, you will have to click on “Login” button.

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

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

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

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

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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 jaskansal@yahoo.co.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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. Soni Singh at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to corp.compliance@calcomindia.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to corp.compliance@calcomindia.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

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

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

ID correctly in their demat account in order to access e Voting facility.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (including any re-enactment(s) made thereunder, if any, for the time being in force) (hereinafter referred to as the “ Companies Act ”), the explanatory statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

The Board of Directors of the Company, based upon the recommendation of the Nomination and Remuneration Committee has appointed Mr. Akhauri Rajesh Sinha (DIN: 03566720) as an Additional Director designated as a Non-Executive Independent Director on the Board of the Company, not liable to retire by rotation, with effect from October 1, 2022.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Director requires approval of the members of the Company. Further, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), effective January 1, 2022, a listed entity is required to obtain approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment Mr. Akhauri Rajesh Sinha (DIN: 03566720) would require the approval of the members of the Company by January 1, 2023.

As per sub-regulation (2A) of Regulation 25 of the Listing Regulations, effective January 1, 2022, the appointment, reappointment or removal of an independent director of a listed entity requires approval of shareholders by way of a special resolution. However, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 issued vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated November 14, 2022, it has been provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A) of Regulation 25 of the Listing Regulations.

Accordingly, the approval of the members of the Company is sought by passing a Special Resolution through Postal Ballot by way of Remote e-Voting process, for the appointment of Mr. Akhauri Rajesh Sinha (DIN: 03566720) as a NonExecutive Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from October 1, 2022 to September 30, 2027. Mr. Akhauri Rajesh Sinha (DIN: 03566720) has given his consent in writing to act as an Independent Director of the Company and has furnished necessary declaration(s) to the Board of Directors that he meets the criteria of independence as provided under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further as per the declaration received by the Company, Mr. Akhauri Rajesh Sinha (DIN: 03566720) is not disqualified to be appointed as a Director in terms of Section 164(2) of the Act. The Company has also received a declaration from his in writing to the effect that he is not debarred from holding the office of director by virtue of any Order issued by the Securities Exchange Board of India or any other such authority.

The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Independent Director of the Company. In the opinion of the Board, Mr. Akhauri Rajesh Sinha is independent from the management and fulfils the conditions for appointment as an Independent Director as specified in the Act read with the Rules framed thereunder and the Listing Regulations. Mr. Akhauri Rajesh Sinha (DIN: 03566720) is a person of integrity and possess appropriate skills, experience, knowledge and qualification which would be beneficial to the interests of the Company.

Brief profile and additional information in respect of Mr. Akhauri Rajesh Sinha (DIN: 03566720) including nature of expertise and shareholding in the Company, etc. are given in Annexure to this Postal Ballot Notice, pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. He shall be paid remuneration by way of Fees for attending meetings of the Board or Committee(s) thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and compensation by way of profit related commission or otherwise (excluding Goods and Services Tax, if any, thereon) as permissible to the Non-Executive Directors including Independent Directors of the Company.

Having regard to the qualifications, knowledge and vast experience of Mr. Akhauri Rajesh Sinha (DIN: 03566720), his appointment on the Board of Directors of the Company as a Non-Executive Independent Director will be in the interest of the Company. Accordingly, the Board of Directors recommends the said Special Resolution to be passed by the Members by way of Postal Ballot. Save and except Mr. Akhauri Rajesh Sinha, none of the Directors or Key Managerial Personnel of the Company, either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the said resolution.

By order of the Board of Directors For Calcom Vision Limited

Place: Greater Noida Date: 29[th] November 2022

Sd/Aayushi Jindal Company Secretary & Compliance Officer

Annexure to the Postal Ballot Notice

Brief Details of Director seeking appointment [In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India]

Particulars	Details
Name of the Director	Mr. Akhauri Rajesh Sinha
DIN	03566720
Date of Birth & Age	07/05/1956 & 66 years
Nationality	Indian
Date of First Appointment on the Board of Directors of the Company	1stOctober 2022
Terms and Conditions of appointment	Non-Executive Independent director for 5 years from 1stOctober 2022 to 30thSeptember 2027
Qualification	M.Sc., MBA, LLB, CAIIB, DPCA
Experience (including nature of expertise in specific functional areas)/ brief resume	He has an experience of 37 years as a banking professional across public sector, private sector and foreign banks in India and abroad (USA). Highly experienced in setting up and managing successful and profitable business/financial entities such as the Indian operations of Royal Bank of Canada, International Banking operations of IDBI Bank, as well as the PSU & Government businesses of IDBI Bank. He is a Director Finance of Jindal Group. He also worked as Chairman of Jindal Power Ltd, Chief Financial Advisor of Jindal Group and Principal Group Advisor of Power Trading Corporation. Served multiple national and international assignments gaining deep insights into the business potential, regulatory environment, key opportunities and systemic risks in the banking and financial sectors in India as well as abroad.
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As per the Explanatory Statement attached hereto
Remuneration proposed to be paid	Sitting fee and commission as decided by the Board of Directors from time to time within the ceiling approved by the shareholders
Number of Shares held in the Company including shareholdingas a beneficial owner	Nil
Remuneration Last Drawn	Not Applicable
Number of Meetings of Board attended during the year	Not Applicable

Relationship with other Directors/ Key Managerial Personnel of the company	None
Listed Companies from which the person has resigned from the directorship in the past 3 (three) year	None
Directorships held in other companies in India	PRIMA CARE SUPERSPECIALITY HOSPITAL PRIVATE LIMITED
Membership/ Chairmanship of Committees’ in companies in India	None
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As per the Explanatory Statement attached hereto