D P ABHUSHAN LIMITED — Proxy Solicitation & Information Statement 2020

Jul 3, 2020

D.P. ABHUSHAN LTD.

CIN No. L74999MP2017PLC043234

Date: July 03, 2020

To, Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra, Mumbai-400 051, Maharashtra.

Ref: D. P. Abhushan Limited (Security Code: DPABHUSHAN)

Subject: Submission of Notice of Postal Ballot

Dear Sir/Madam,

Please find enclosed herewith copy of the Notice of Postal Ballot of the Company dated July 03, 2020, seeking approval of the members of the Company through Postal Ballot for the following resolution:

1. Migration of the Company from NSE Emerge (SME Platform of NSE) to Main Board of NSE.

In accordance with General Circular No. 17/2020 dated April 13, 2020 read with General Circular No. 14/2020 dated April 8, 2020 issued by Ministry of Corporate Affairs and in view of current extra-ordinary circumstances due to the pandemic caused by Covid-19 prevailing in the country, the Company has not sent hard copy of the Notice to the shareholders for this postal ballot.

Kindly take the same on your record.

Thanking You.

Yours faithfully,

For, D. P. Abhushan Limited

Digitally signed VIKAS by VIKAS KATARIA KATARIA Date: 2020.07.03 17:51:02 +05'30' Vikas Kataria Managing Director DIN: 02855136

Regd. Off.138, Chandani Chowk Ratlam (M.P.)-457 001, 07412-408900 Corporate Off. 19,Chandani Chowk Ratlam (M.P.)-457001,Ph.07412-490966,Fax 07412-247022 Web: www.dpjewellers.com, E-mail:accounts@dpjewellers.com

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D. P. ABHUSHAN LIMITED

( CIN: L74999MP2017PLC043234 )

Registered Office: 138, Chandani Chowk, Ratlam, Madhya Pradesh-457001-India Tel No.: +91-7412-490966/408900 E-mail: cs@dpjewellers.com Website: www.dpjewellers.com

________________

NOTICE OF POSTAL BALLOT

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

To

All Members,

D. P. ABHUSHAN LIMITED

NOTICE is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular No.14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 (the “MCA Circulars”) and any other applicable laws and regulations, to transact the below mentioned proposed special business by the members of the D. P. Abhushan Limited (“the Company”) by passing resolutions through postal ballot (“Postal Ballot”) only through remote e-voting.

In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, Ministry of Corporate Affairs, Government of India (the “MCA”) in terms of the MCA Circulars, has advised the companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e- voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. MCA has clarified that for companies that are required to provide e-voting facility under the Act, while they are transacting any business(es) only by postal ballot up to September 30, 2020, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e- voting system only.

The Board of Directors of the Company now propose to obtain the consent of the members by way of Postal Ballot for the matters as considered in the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolution is also annexed.

You are requested to peruse the proposed Resolutions along with its Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

SPECIAL RESOLUTIONS:

Item No. 1 –Migration of the Company from NSE Emerge (SME Platform of NSE) to Main Board of NSE.

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

“RESOLVED THAT, pursuant to Chapter IX of SEBI (Issue of Capital & Disclosure Requirements) Regulations,2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & other applicable provisions of the Companies Act, 2013 read with underlying Rules and Regulations as notified by MCA (including any statutory modifications or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to migrate the Company, currently listed on NSE Emerge (SME Platform of NSE) to Main Board of NSE and to follow such procedures as specified by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and other applicable regulations notified by SEBI, as amended from time to time, to give effect to the above said resolution.

RESOLVED FURTHER THAT, the Board of Directors and Company Secretary of the Company be and are hereby authorised 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's present listing from NSE Emerge (SME Platform of NSE) to the Main Board of NSE.

RESOLVED FURTHER THAT, Directors of the Company be and are hereby authorized jointly and severally to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

Registered Office: 138, Chandani Chowk, Ratlam, By the Order of Board of Directors Madhya Pradesh-457001-India For D. P. Abhushan Limited CIN: L74999MP2017PLC043234 Website: www.dpjewellers.com Sd/E-mail: cs@dpjewellers.com Versha Gang Tel. No . +91-7412-490966/408900 Company Secretary & Compliance Officer

Place: Ratlam Date: 03.07.2020

Notes:

1. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013 stating in respect of the aforesaid items set out in the Notice is annexed hereto.

2. The Board of Directors has appointed Mr. Anand Lavingia, Practicing Company Secretary, as a Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

3. The Postal Ballot Notice is being sent to /published/displayed for all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on July 03, 2020 in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and Ministry of Corporate Affairs, Government of India’s General Circular No. 17/2020 dated April 13, 2020.

4. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’) as amended from time to time, Company is pleased to offer remote e-voting facility to all the members of the Company. The Company has appointed Central Depository Services (India) Limited (hereinafter referred to as “CDSL”) for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”).

5. Due to non-availability of postal and courier services, on account of threat posed by COVID-19 pandemic situation, the Company is sending Postal Ballot Notice in electronic form only and express its inability to dispatch hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope to the members for this Postal Ballot. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement for registration of email addresses in terms of the MCA Circulars. The process for registration of email address is as under:

6. a) For voting in the resolution proposed in the Postal Ballot through remote e-voting, members who have not registered their email address may get their email address registered by sending an email to the Company’s Share Transfer Agent at investor@bigshareonline.com. Member(s) may also intimate the same to the Company by writing an email at cs@dpjewellers.com. The members shall provide the following information in the email–

Full Name No of shares held: Folio Number (if shares held in physical) and PAN Share certificate number (if shares held in physical ) and PAN DP ID & Client ID (if shares are held in demat) and PAN Email id to be registered and Mobile No.:

b) Post successful registration of the email, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to investor@bigshareonline.com or cs@dpjewellers.com.

c) It is clarified that for permanent registration of email address, members are required to register their email addresses, in respect of electronic holdings with their concerned Depository Participants and in respect of physical holdings, with the Company’s Share Transfer Agent i.e. Bigshare Services Private Limited, by following due procedure.

1. Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e-voting i.e. August 06, 2020 in terms of Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India .

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

3. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Ratlam.

4. A person whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. July 03, 2020 only shall be entitled to avail the facility of e-voting.

5. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e-voting service facility arranged by CDSL. The instructions for electronic voting are given in this Notice. E-Voting will commence on July 08, 2020 at 9:00 a.m. and will end on August 06, 2020 at 5:00 p.m . E-Voting shall not be allowed beyond the said time and date.

6. The Scrutinizer shall after the completion of his Scrutiny, submit his report to the Chairman of the Company on or before August 08, 2020. The Result shall be announced by the Chairman of the Company on August 08, 2020 at Company's Registered Office and the resolution will be taken as passed effectively on the last date on which the company received duly completed postal ballot form as per SS-2 issued by ICSI i.e. August 06, 2020 will be taken to be date of passing the resolution

7. The results of the postal ballot will be placed on the Company’s website at www.dpjewellers.com and also intimated to the Stock Exchanges where the shares of the Company are listed i.e. NSE Emerge in accordance with the provisions of SEBI Listing Regulations.

VOTING THROUGH ELECTRONIC MEANS

I The instructions for members for voting electronically are as under:

• a) The remote e-voting period commences on Wednesday, July 08, 2020 (9:00 A.M.) and ends on Thursday, August 06, 2020 (5:00 P.M). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. on July 03, 2020, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• b) The Members should log on to the e-voting website www.evotingindia.com.

• c) Click on “Members” tab.

• d) Now Enter your User ID

• 1) For CDSL: 16 digits beneficiary ID,

• 2) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• 3) Members holding shares in Physical Form should enter Folio Number registered with the Company.

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

• f) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• g) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

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

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

		• In case the sequence number is less than 8 digits enter the applicable
		number of 0’s before the number after the first two characters of the name
		in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence
		number 1 then enter RA00000001 in the PAN field.
Dividend Bank		Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details or Date		recorded in your demat account or in the company records in order to login.
of Birth (DOB)		• If both the details are not recorded with the depository or company, please
		enter the Member id / folio number in the Dividend Bank details field as
		mentioned in instruction (v)

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

• i) Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

• k) Click on the EVSN for the relevant on which you choose to vote.

• l) 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.

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

• n) 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.

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

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

• q) 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.

• r) Note for Non–Individual Members and Custodians:

• ❖ Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• ❖ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• ❖ 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 helpdesk.evoting@cdslindia.com 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.

• s) The Scrutinizer shall after the conclusion of voting, count the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall submit his consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• t) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.dpjewellers.com and shall intimate the same to the NSE Emerge, Mumbai.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com .

.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO 1:

As the members of the Company are aware that the equity shares of the Company are listed on SME platform of NSE i.e. NSE Emerge w.e.f October 23, 2017 with paid up share capital of Rs. 22,25,48,500/-. The listing of equity shares of the Company on NSE Emerge enhanced transparency in the functioning and over the period, the Company gained good experience in listing compliances, Corporate Governance practices and thus is now geared up for moving on to the main board of NSE.

In terms of eligibility criteria prescribed for shifting from SME platform of NSE to main board, the equity shares of the Company must be listed on NSE Emerge for 2 years. The paid up equity capital of the Company shall not be less than Rs. 10 crores and the market capitalisation of the Company's equity shall not be less than Rs. 25 crores for a period as prescribed under the rules. Further, the Company should comply with the other eligibility norms.

The Company complies with the eligibility requirement of equity paid up Share capital of more than Rs. 10 Crores, continued listing of 2 years on Emerge Platform & market capitalization of more than Rs. 25 crores for migration purpose. The Board of Directors are of the view that Migration to Main Board will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. The benefits of listing on the main board in the form of increase in liquidity, visibility and larger investor participation will accrue to the shareholders. Hence, the Board of Directors of the Company in their meeting held on July 03, 2020 decided to migrate from NSE Emerge to Main Board of NSE.

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.

Pursuant to proviso to Regulation 277 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. It is in the interest of all the shareholders including public shareholders to migrate the Equity Shares of the Company on the Main Board of NSE and hence management recommends the passing of said resolution and seeks your approval.

Registered Office: 138, Chandani Chowk, Ratlam, By the Order of Board of Directors Madhya Pradesh-457001-India For D. P. Abhushan Limited CIN: L74999MP2017PLC043234 Website: www.dpjewellers.com Sd/E-mail: cs@dpjewellers.com Versha Gang Tel. No . +91-7412-490966/408900 Company Secretary & Compliance Officer

Place: Ratlam Date: 03.07.2020