Crown Lifters Limited — Proxy Solicitation & Information Statement 2021

Dec 15, 2021

Regd. Office: 104, Raheja Plaza Premises Co-Op Soc. Ltd., Shah Industrial Estate, Veera Desai Rd, Andheri (W) Mumbai - 400053 Tel. No.: 022 4006 2829; E-Mail Id: cs.cll@crownlifters.com; Website: www.crownlifters.com; CIN: L74210MH2002PLC138439

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 Member(s),

Notice is hereby given to the Members of Crown Lifters Limited ('the Company'), pursuant to the provisions of Section 108 and 110 and other applicable provision(s), if any, of the Companies Act, 2013, ("the Act"), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") as amended ('Management Rules') read with General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, General Circular No. 22/ 2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, 39/2020 dated 31st December, 2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021, issued by the Ministry of Corporate Affairs ('MCA Circulars'), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, the time being in force and as amended from time to time, that the Resolutions as set out in this Notice are proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only ('remote e-voting').

The Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars. Further, In compliance with the requirements of the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

The draft resolution proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolution and the reasons thereof, are annexed hereto for your consideration.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company ("Board"), at its meeting held on 9th December, 2021, has appointed Mr. Ronak Doshi (Membership no. ACS23712), proprietor, M/s. Ronak Doshi & Associates and CP No. 12725, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot voting and Remote E-voting process in a fair and transparent manner.

Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed there under and the aforementioned MCA Circulars, the Company has extended the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members should vote on resolutions through remote e-voting facility only. Assent or dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

This notice is being sent to all members / beneficiaries, whose names appear in the Register of Members/Record of Depositories as on Cut- off-date/Specified date Friday, 10th December, 2021.

The proposed Resolutions and explanatory statement stating material facts, as required under Section 102 of the Companies Act 2013, are annexed herewith for consideration of the members. Pursuant to Section 108 of the Companies Act, 2013 and other applicable provisions of the Act, read with Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has engaged the services of National Securities Depository Limited (NDSL) to provide e-voting facility to the members of the Company.

Accordingly, the Company is providing e-voting facility for voting electronically on the resolutions proposed in this Postal Ballot Notice. Members are requested to read carefully the related notes to this Postal Ballot Notice and instructions given thereunder for e-voting.

The e-voting will commence on Friday, 17th December, 2021 (9.00 a.m. IST) and ends on Saturday, 15th January, 2022 (5.00 p.m. IST).

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than Saturday, 15th January, 2022 (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit its report to the Board, after completion of scrutiny of Postal Ballot (done through evoting) in a fair and transparent manner. The results of the Postal Ballot will be announced on or before Monday, January 17 th, 2022 and will be communicated to National Stock Exchange of India Limited (''NSE'') where the equity shares of the Company are listed. The results of the Postal Ballot will also be displayed on the Company's website, i.e. www.crownlifters.com and on the website of NSDL, i.e. www.evoting.nsdl.com The resolution, if approved by the requisite majority, shall be deemed to be passed on the last date of receipt of Postal Ballot Forms (last date of e- voting).

ITEM OF BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT:

RESOLUTION NO.1:

MIGRATION FROM EMERGE PLATFORM OF NSE LIMITED TO MAIN BOARD OF NSE LIMITED:

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

"RESOLVED THAT pursuant to provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations") and other applicable provisions, if any, of the Companies Act, 2013, ICDR Regulations and other SEBI Regulations and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, consent of the members of the Company be and is hereby accorded for the purpose of migration of the Company's present listing from Emerge Platform of NSE Limited to Main Board of NSE Limited.

RESOLVED FURTHER THAT all the Directors and/or the Company Secretary of the Company be and are hereby authorized jointly and severally to deal with any Government or Semi- government authorities or any other concerned intermediaries including but not limited to NSE Limited, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company from Emerge Platform of NSE Limited to Main Board of NSE Limited.

RESOLVED FURTHER THAT all the Directors and/or the Company Secretary of the Company be and are hereby authorized jointly and severally do all such acts, deeds and things as may be necessary to give effect to the above resolution.

By order of the Board For Crown Lifters Limited

Place: Mumbai Date: December 09, 2021

Sd/- Nizar Rajwani Director DIN: 03312143

Notes and Instruction:

• 1. An explanatory statement as required under Section 102 and other applicable provisions of the Companies Act, 2013 and rules made thereunder in respect of the business specified above is annexed hereto.
• 1. The Notice is being sent electronically to all the Members, whose names appear in the register of members/list of beneficial owners, as on the close of working hours on December 10th, 2021 i.e. Cut-Off Date, as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and who have registered their email addresses with the Company and/or with the Depositories. Any person who is not a member of the Company as on date specified above shall treat the notice for information purposes only.
• 1. Members who have registered their E-mail Id with the Registrar and Share Transfer Agent of the Company, i.e. Bigshare Services Private Limited ("Registrar")/depositories are being sent this Notice of Postal Ballot by email.
• 1. Due to limited availability of postal and courier services, on account of the threat posed by the COVID-19 pandemic, the Company is sending this Notice electronically to all members whose e-mail addresses are registered with Registrar / Depositories, and expresses its inability to dispatch hard copies of the Notice, and postage prepaid self-addressed business reply envelope to the members whose email address are not registered. To facilitate such members to receive this Notice electronically and cast their vote electronically, the process for registration of email addresses is provided in the e-voting instructions section:
• 4.1. It is clarified that for permanent registration of e-mail address, members are requested to register their email addresses, in respect of electronic holdings with their concerned Depository Participants.
• 4.2. Those members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with their Depository Participants/ Registrar to enable servicing of notices and documents electronically to their e-mail address.
• 1. This Notice has been placed on the Company's website at www.crownlifters.com and NSDL's e-voting website: www.evoting.nsdl.com and will also be available on the website of NSE i.e. www.nseindia.com.
• 1. The Special Resolution as mentioned above, if passed by requisite majority, shall be deemed to have been passed on the last date of receipt of Postal Ballot Forms (last date of e-voting).
• 1. All relevant documents referred to in the explanatory statement would be made available for inspection at the Registered Office of the Company during working hours between 10:00 A.M. to 01:00 P.M. on all working days from the date of dispatch of the Notice till January 15 th, 2022.
• 1. The resolutions passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a duly convened general meeting of the members.
• 1. E-Voting will commence on December 17th, 2021 at 9:00 A.M. and will end on January 15 th, 2022 at 5:00 P.M. E-Voting shall not be allowed beyond the said time and date.
• 1. M/s. Ronak Doshi & Associates, Practicing Company Secretaries, (Membership No. ACS 23712) and C.P. No. 12725, has been appointed as Scrutinizer for conducting the E-Voting in accordance with the law in a fair and transparent manner
• 1. The Scrutinizer will submit its Report to the Chairman of the Company, after completion of the scrutiny of votes cast. The Chairman or the authorised Director or any other person authorized by the Chairman shall declare the results of the postal ballot within the statutory timelines. The results along with the Scrutinizer's report will also be posted on websites of the Company i.e., www.crownlifters.com , on the website of NSE i.e. www.nseindia.com and on the website of the NSDL i.e. www.evoting.nsdl.com.
• 1. The dispatch of Postal Ballot Notice shall be announced through an advertisement in at least 1 (one) English newspaper and at least 1(one) regional newspaper, each having wide circulation in Maharashtra, where the registered office of the Company is situated.

Instructions for E-Voting:

The e-voting period commences on December 17, 2021 at 9:00 A.M. and will end on January 15, 2022 at 5:00 P.M. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, he or she will not be allowed to change it.

Instructions and other information relating to remote e-voting are as under:

• A. In case a member receives an email from NSDL [for members whose email IDs are registered with the Company/ Depository Participant(s)]:
• i. Open email and open PDF file viz; " remote e-voting.pdf " with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/ PIN for remote e-voting. Please note that the password is initial password.
• ii. Open internet browser by typing the following URL: https://www.evoting.nsdl.com/
• iii. Click on Shareholder –Login
• iv. Type user ID and password as initial password/PIN noted in step (i) above. Click Login.
• v. On Login, Password change menu appears. Change the password/ PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote.
• vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
• vii. Select "EVEN" of "CROWN LIFTERS LIMITED".
• viii. Now you are ready for remote e-voting as Cast Vote page opens.
• ix. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
• x. Upon confirmation, the message "Vote cast successfully will be displayed.

• xi. Once you have voted on the resolution, you will not be allowed to modify your vote.

• xii. 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. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to csronakdoshi@yahoo.com with a copy marked to evoting@nsdl.co.in

• B. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
• C. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending future communication(s).

• 1. The scrutinizer will submit his Report to Chairman after completion of the Scrutiny and the results of the voting will be announced by the Chairman on or before Monday, January 17, 2022 and will also be displayed on the Company website (www.crownlifters.com) and communicated to the Stock Exchange (National Stock Exchange of India Limited), Depository, the Registrar and Share Transfer Agent on or before Monday, January 17, 2022.
• 1. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
• 1. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Saturday, 15th January, 2022 i.e. the last date specified by the Company for e-voting.
• 1. Any query/grievance with respect to voting on above Postal Ballot may please be addressed to Mr. Nizar Rajwani, Director at: Email id: cs.cll@crownlifters.com phone no.:- 022 4006 2829 or to the Registrar and Transfer Agent, Bigshare Services Private Limited, at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059, email:investor@bigshareonline.com, phone no.: 022-62638200

By order of the Board For Crown Lifters Limited

Place: Mumbai Date: December 09, 2021

Sd/- Nizar Rajwani Director DIN: 03312143

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: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com

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

Details on Step 1 are mentioned below:

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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services 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.

1. Your User ID details are given below:

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

5. Your password details are given below:

a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• 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.
• 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, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• 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.
• b) Physical User Reset Password (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• 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.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

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

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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 csronakdoshi@yahoo.com with a copy marked to evoting@nsdl.co.in.
• 1. 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.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

ITEM NO.1

Our Company is currently listed on Emerge Platform of NSE Ltd with post issue paid-up capital of Rs.10.41 Corers Our Company was listed on Emerge Platform of NSE Ltd on September 27, 2016. As per the requirement of NSE Circular dated March 10, 2014, the Company complies the requirement of Equity Share capital of more than Rs. 10 Crores and continued listing of 2 years on Emerge Platform of NSE Ltd for migration purpose.

The Board of Directors are of the view that Migration to Main Board will act as a catalyst in the growth and expansion of the Company and will also help the Shareholders of the Company to enjoy sufficient returns from on their investments. Hence, the Board of Directors of the Company in their meeting held on 9th day of December, 2021 decided to migrate from Emerge Platform to Main Board of NSE Ltd.

Please note that the proposed special resolution shall be acted upon if the votes cast by public shareholders in favour of the proposal amounts to at least 2 times, the number of votes cast by the public shareholders against the proposal. It is in the interest of all the shareholders including public shareholders to migrate the Equity Share of the company on the Main Board of NSE and hence the management recommends the passing of said resolution and seeks your approval.

In view of above, you are requested to grant your consent to above said special resolution as set out herein in the postal ballot notice of the Company.

None of the Directors and Key Managerial Personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding in the Company.

By order of the Board For Crown Lifters Limited

Sd/- Nizar Rajwani Director DIN: 03312143

Place: Mumbai Date: December 09, 2021