Dabur India Ltd. — Proxy Solicitation & Information Statement 2023

Nov 17, 2023

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Ref: SEC/SE/2023-24 .< 'I. ^<»	^
Date: November 17, 2023
To, India Ltd.
Corporate Relations Department National Stock Exchange of India Ltd.
BSE Ltd. Exchange Plaza, 5th Floor
Phiroze Jeejeebhoy Towers Plot No. C/l, G Block, Bandra Kurla Complex
Dalal Street, Mumbai- 400001 Bandra (E), Mumbai - 400051
BSE Scrip Code: 500096 NSE Scrip Symbol: DABUR
Sub: Intimation of Postal Ballot Notice for seeking approval of Members for
appointment of Mr. Sushil Chandra as Independent Director
Dear Sir/ Madam,
This is further to our letter dated November 02, 2023, regarding intimation of appointment
of Mr. Sushil Chandra (DIN: 10250863) as Independent Director of the Company.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we are pleased to submit herewith the Postal Ballot Notice being sent
to the members of the Company electronically who have registered their email addresses
with the Company/ Company's Registrar and Transfer Agents i.e. KFin Technologies
Limited/ Depositories Participant(s), and whose names appear in the Register of Members/
List of Beneficial Owners as on the cut-off date of November 10, 2023, for seeking approval
of members of the Company on the following special Business: SI.No. Description of Resolution Type of Resolutionl ASHOK KUMAR JAIN
1. Appointment of Mr. Sushil Chandra (DIN: 10250863)as Non- Executive Independent Director on the Board of the Special Resolution Digitally signed by ASHOK KUMAR JAIN DN: c=IN, postalCode=110092, st=DELHI, street=EAST DELHI, l=EAST DELHI, o=Personal, serialNumber=ecb3e1fdc2a028c70333c2d1 0a7e968110c5d0645b352ed6dfd1bc6aad81 47b3, pseudonym=459e115d99c240908ca599222 de2db9e, 2.5.4.20=08443b3bbbcf5f80cd46cc26add8b 8bdd652ffd20caa6b7340b03564e4b39dfa, email=ASHOK.JAIN@DABUR.COM, cn=ASHOK KUMAR JAIN Date: 2023.11.17 11:27:45 +05'30'
Company for a period of 5 (five) consecutive years w.e.f.
November 02, 2023, till November 01,2028.
The Voting period will commence on Saturday, November 18, 2023, at 9.00 AM (1ST) and
will end on Sunday, December 17, 2023, at 5.00 PM (1ST).
The Postal Ballot Notice is also available on the Company's website at www.dabur.com
This is for your information and records.
Thanking You,
Yours faithfully,
For Dabur India Limited
_^SA^
(A'KJain)
EVP (Finance) and Company Secretary
End:as above
k-
DABUR INDIA LIMITED, Punjabi Bhawan, 10, Rouse Avenue, New Delhl-110 002, Tel.: +91 11 71206000 Fax: +91 11 23222051 Regd. Office: 8/3, AsafAll Road, New Delhi -110 002 (India) PAN: AAACD0474C, CIN: L24230DL1975PLC007908, Email: corpcomm@dabur.com, Webslte: www.dabur.com

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DABUR INDIA LIMITED

CIN: L24230DL1975PLC007908 Regd. Off: 8/3, Asaf Ali Road, New Delhi-110 002 Phone: 011-23253488 ; Fax: 011-23222051 Website: www.dabur.com, Email for investors:investors@dabur.com

Postal Ballot Notice

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

VOTING STARTS ON	VOTING ENDS ON
November 18, 2023	December 17, 2023

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions of the Companies Act, 2013, as amended (the “ Act ”), read together with the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 09/2023 dated September 25, 2023, and other relevant circulars issued by the Ministry of Corporate Affairs (“MCA”), Government of India (the “ MCA Circulars ”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”) and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), that the resolution appended below is proposed to be passed by the members of the Company, through postal ballot (the “ Postal Ballot ”) only by way of remote e-voting (“ e-voting ”) process. An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot notice (“ the Notice ” or “the Postal Ballot Notice ”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “ LODR Regulations ”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / Company’s RTA i.e. KFin Technologies Limited / depository participant(s) as on November 10, 2023 (“Cut-off Date”) . The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for the purpose of providing remote e-voting facility to its members. The instructions to cast vote through remote e-voting forms part of the ‘Notes’ to this Notice. The Notice is also available on the website of the Company www.dabur.com.

The Company has made necessary arrangements with KFin Technologies Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent

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(AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on December 17, 2023. The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time.

Resolution proposed to be passed by means of Postal Ballot

Item No. 1: To appoint Mr. Sushil Chandra (DIN: 10250863) as a Non-Executive Independent Director of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 16 (1) (b) and 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and pursuant to the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Sushil Chandra (DIN: 10250863), who has been appointed as an Additional Director of the Company in the category of Non-Executive Independent Director by the Board of Directors w.e.f. November 02, 2023 pursuant to 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 under Section 160 of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from November 02, 2023 to November 01, 2028.

RESOLVED FURTHER THAT in addition to sitting fees for attending the meetings of the Board and its Committees, he would also be entitled to remuneration, by whatever name called, for each financial year, as approved by the Members and as may be determined by the Board.

RESOLVED FURTHER THAT the Board be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned and incidental thereto.”

Date: November 02, 2023 By Order of the Board Place: New Delhi for DABUR INDIA LIMITED Regd. Office: 8/3, Asaf Ali Road, New Delhi - ( A K JAIN 110 002 EVP (Finance) & Company Secretary (Membership No. F4311)

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NOTES:

• 1) The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), each as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Notice.

• 2) Members whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-off Date will be considered for the purpose of e-voting i.e. only those members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes by E-voting. A person who is not a member as on the Cut-off Date should treat this notice for information purpose only.

It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

• 3) Voting rights will be reckoned in proportion to the paid-up value of shares registered in the name of the members on the Cut-off Date.

• 4) Copy of this Notice will also be available on the Company’s website at www.dabur.com and on the website of the stock exchanges on which the shares of the Company are listed i.e. on BSE at www.bseindia.com and on NSE at www.nseindia.com.

• 5) Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement pursuant to Section 102 of the Act are available for inspection through electronic mode. Members are requested to write to the Company on investors@dabur.com for inspection of said documents.

• 6) The Board of Directors (“Board”) at its meeting held on November 02, 2023 has appointed CS Navneet Arora, Company Secretary in practice (Certificate of practice No. 3005 and Managing Partner of M/s Navneet K Arora & Co LLP (Registration No. LLPINAAJ-0972) and failing him, Mr. Arvinder Singh Kindra, Company Secretary in practice (Certificate of practice No. 17737 and Partner of M/s Navneet K Arora & Co LLP), as the scrutinizer (“ Scrutinizer ”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

• 7) The Scrutinizer’s decision on the validity of E-voting will be final and binding.

• 8) The Special Resolution mentioned above shall be declared as passed if the number of votes cast in its favor are not less than three times the number of votes cast, if any, against the said Resolution.

• 9) The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced on or before Tuesday, December 19, 2023. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

• 10) The last date of e-voting, i.e. December 17, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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• 11) Manner of registering e-mail id by the members

• Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16th March 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1 and the supporting documents can be provided by any one of the following modes:

  • a) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials;

  • b) Through hard copies which are self-attested, which can be shared on the address of KFin;

  • c) Through electronic mode with e-sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx.

Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.

• Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

• Shareholders are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, and other documents in electronic form. Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / KFin to enable servicing of notice, annual reports, other documents in electronic form.

• Please note that as a valued shareholder of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further, the documents served through email are available on the Company’s website www.dabur.com.

12) REMOTE E-VOTING

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 accounts/ websites of Depositories/ 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.

Important Details of E-voting:

• a) Date and time of commencement of voting through electronic means: November 18, 2023 at 9:00 a.m. (IST).

• b) Date and time of end of voting through electronic means beyond which voting will

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not be allowed: December 17, 2023 till 5:00 p.m. (IST).

• c) Details of Website: https://evoting.nsdl.com

• d) Details of persons to be contacted for issues relating to E-voting: Procedure to cast votes through remote e-voting:

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

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on ‘e-voting facility provided by Listed Companies’, 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 to increase the efficiency of the voting process. 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 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.

A. NSDL IDeAS facility If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a personal computer or on a mobile. 2. Once the home page of e-Services is launched, click on the ‘Beneficial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e- voting services under Value Added Services section. 4. Click on ‘Access to e-voting’ appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-voting service provider – NSDL and you will be re-directed to NSDL e- voting website for casting your vote during the remote e-voting period. If you are not registered, follow the below steps: a. Option to register is available athttps://eservices.nsdl.com

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Type of shareholders	Login Method
	b. Select ‘Register Online for IDeAS’ Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp c. Please follow steps given in points 1-5 B. E-voting website of NSDL 1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 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 need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider - NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period. C. 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. 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 users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. 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 remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

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Type of shareholders	Login Method
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-Voting is in progress and also be able to directly access the system of all e-Voting Service Providers. 5. 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-voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. 2. 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. 3. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members 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. 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.inor call at +91 22 4886 7000 or +91 22 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B. 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.

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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:
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**.
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**
For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example, if folio number is S1* and EVEN is 123827, then user ID is 123827S1*

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

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

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your e-mail ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail 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 e-mail ID is not registered, please follow the detailed procedure with respect to registration of e-mail addresses as mentioned in note no. 10 of this Notice. 6.

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) Click on 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

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number, your PAN, your name and your registered address etc.

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

• After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

• Now, you will have to click on ‘Login’ button.

• 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, which is 127150 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.

Process for those shareholders whose email ids are not registered with the Depositories/Company for procuring User ID and Password for e-voting for the resolution set out in this Postal Ballot notice:

Shareholders/members may send a request to evoting@nsdl.co.in for procuring User ID and Password for e-voting by providing below mentioned documents:

1. Members whose shares are held in physical mode, are requested to provide folio no., name of Shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card).

2. Members whose shares are held in demat mode, are requested to provide DP ID Client ID (16 digit DP ID + Client ID or 16 digit Beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card). If you are an individual Shareholder holding securities in demat mode, you are requested to refer to the login method explained at note no. 5(vii) ‘Login method for e-voting for individual shareholders holding securities in demat mode’.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to upload their Board Resolution / Power of Attorney / Authority Letter by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab on this screen or 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 info@navneetaroracs.com 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 at 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Amit Vishal, Asst. Vice President-NSDL or Mr. Sanjeev Yadav, Assistant Manager–NSDL at evoting@nsdl.co.in or contact at NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

On the recommendation of Nomination and Remuneration Committee (“NRC”), the Board of Directors (“Board”) in its meeting held on November 02, 2023, has appointed Mr. Sushil Chandra (DIN: 10250863), as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. November 02, 2023, under Section 161(1) of the Companies Act, 2013 (the “Act”) and Articles of Association of the Company. He is eligible for appointment as a director.

Mr. Sushil Chandra has been appointed in the category of Non-Executive Independent Director under section 149 of the Act for a term of 5 consecutive years to hold office from November 02, 2023 till November 01, 2028. The Company has received the following documents from him (i) consent to act as director; (ii) declaration that he meets the criteria of independence as prescribed under Section 149(6) of the Act, rules made thereunder and also under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations); (iii) confirmation that he is not disqualified from being appointed as Director under Section 164 of the said Act nor debarred from holding the office of director by virtue of any SEBI order or any other such authority. The Company has also received notice under Section 160 of the Act, from a member signifying intention to propose his candidature for the office of Independent Director of the Company.

The NRC and the Board is of the opinion that Mr. Sushil Chandra, is a person of integrity and possesses relevant expertise and experience and is eligible for the position of an Independent Director of the Company and fulfils the conditions specified by the Act including Rules framed thereunder and the Listing Regulations and that he is independent of the management of the Company. The Board considers that his association as Director will be of immense benefit and will be in the best interest of the Company.

His brief resume, the nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee memberships/chairmanships, his shareholding etc., are separately annexed hereto in Annexure 1. Additional information in respect of Mr. Sushil Chandra, pursuant to the Listing Regulations and the Secretarial Standard on General Meetings (SS-2) is given in the Annexure to this Notice.

A copy of draft letter of appointment of Mr. Sushil Chandra as Non-Executive Independent Director setting out the terms and conditions of his appointment is available for inspection by members at the Registered Office of the Company. In addition to sitting fees for attending the meetings of the Board and its Committees, he would also be entitled to remuneration, by whatever name called, for each financial year, as approved by the Members (presently covers the period up to March 31, 2024) and as may be determined by the Board.

Mr. Chandra is not related to any of the directors or key managerial personnel of the Company in terms of Section 2(77) of the Act.

None of the Directors or Key Managerial Personnel of the Company (including relatives of the Directors and Key Managerial Personnel) other than Mr. Sushil Chandra himself and his relatives, are concerned or interested, financially or otherwise, in this resolution.

Accordingly, based on the recommendation of the NRC, the Board recommends the resolution as set out in item No. 1 of the Notice for approval by the members as a special resolution.

Annexure 1

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Additional Information of Director to be appointed, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with provisions of the Companies Act, 2013 and SS- 2 issued by the Institute of Company Secretaries of India, as on the date of the Postal Ballot Notice

Name of the Director	Mr. Sushil Chandra
Director Identification Number (DIN)	10250863
Date of Birth / Age	15-05-1957 / 66 years
Date of first appointment on the Board	02-11-2023
Qualification	B.E. (Civil) from IIT Roorkee, LL.B.
Experience & Expertise in specific functional areas	Mr. Sushil Chandra is a 1980 batch IRS (IT) officer. He was the 24th Chief Election Commissioner of India. He previously served as the Chairperson of the Central Board of Direct Taxes. He completed B-Tech from Roorkee University and LLB from DAV College, Dehradun. He has also attended various trainings at IMF, Indian Institute of Management Bangalore and The Wharton School of Management. He started his career in the Indian Engineering Service. Later joined the 1980 Batch of the Indian Revenue Service. While being Chairman of the Central Board of Direct Taxes, he contributed greatly to the Operation Clean Money. Before his elevation to the position of Member, Central Board of Direct Taxes, he held the position of Director General of Income Tax, Gujarat and Principal Chief Commissioner, Gujarat. On February 15, 2019, he was appointed as the Election Commissioner of India and took office as the Chief Election Commissioner of India on April 13, 2021. He has been involved in 16 elections including five as chief election commissioner and superannuated on May 15, 2022.
Terms and conditions for appointment / re-appointment	As per Company’s Policy on appointment of Board Members
Remuneration last drawn	Rs. 1,00,000/- as sitting fee for attending the Board Meeting held on November 02, 2023.
Shareholding in the Company as on 02.11.2023 (in individual capacity and as a beneficial owner)	a) In individual capacity: Nil b) As beneficial owner: Nil

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Name of the Director	Mr. Sushil Chandra
Relationship with other directors and KMPs of the Company	None
Number of Board meetings attended during FY 2023-24	One out of one meeting held since his appointment.
Directorships held in other Indian Listed Companies	None
Directorships held in other Indian unlisted Companies	Gujarat International Finance Tec-city Company Limited
Details of Listed Companies from which the Director resigned during FY 2020-21, FY 2021-22 and FY 2022-23	None
Chairmanship/ membership of Committees of the Company	Appointed w.e.f. November 03, 2023, as a Member of: (i) Audit Committee (ii) Risk Management Committee (iii) Corporate Social Responsibility Committee
Chairmanship/ membership in Committees of Board of Directors of other Indian Public Companies	a) Gujarat International Finance Tec-city Company Limited i) Member of Project Committee ii) Member of Committee of Directors
Skills and capabilities required for the role and the manner in which the proposed appointee meets such requirements	Mr. Sushil Chandra meets the following skills and capabilities required for the role as an Independent Director, as identified by the NRC: (i) Corporate Law: expert knowledge of Corporate Laws. (ii) Finance: expert knowledge of Direct Tax Laws. (iii) Trade Policy & Economics: expert knowledge of Trade & Economic Policies (iv) Administration & Government Relations: Retired Bureaucrat