Damodar Industries Limited — Proxy Solicitation & Information Statement 2023

Dec 19, 2023

DAMODAR IN DUSTRI E\$ tIM ITED

Date December19h,2023

To,	To,
The Manager-CRD	National Stock Exchange of India Limited
BSE Limited	The Corporate Relation Department,
Phiroze Jeejeebhoy Towers,	, Exchange Plaza, Plot no. Q[, G Block
Dalal Street, Fort	Bandra - Kurla Complex
Mumbai-400001	Bandra (E) Mumbai - 400 051
Ref.: Script CodeS2122O	Script Symbol : DAMODARIND

Subjech Intimation of Notice of Postal Ballot of Damodar Industries Limited pursuant to Regulation ³⁰ of the Securities Exchange Board of India (Listing Obligation Requirement) Regulations,20L5.

DearSir/Ma'am,

We are enclosing herewith a copy of the Notice of Postal Ballot dated December 15, ZO2g, along with an explanatory statement pursuant to Section L02 of the Companies Ac! 2013 ('Notice') of Damodar Induskies Limited ('the Company') seeking approval of the Members on the following resolutions, through postal balloh-

Item No	Description of Resolution	Types of Ordinary/Special	Resolution
1	To Sale of Plant of the Company Situated at Dadri	Special Resolution

In compliance with General Circular Nos. 14/2020 dated April g 2020, 17/2020, dated, Aprrl13, 2020, 22/2020 dated June 15,2020,33/2020 dated September 28,2020,gg/z)2}dated Decemb er 31.,2020,10/2On dated June 23,202L Circular no.11/2022dated Septemb er 28,2022and General Circular no.11./2022 d,ated December 28,2022 (collectively the 'MCA Circular'), this Notice is being sent only through electronic mod.e of those members whose e-mail address are registered with Company/Depositories anJ whose nalnes 3re recorded in Registered of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, December 15,2029 ('Cut-off date'). Accordingly, physical copy of the Notice along with Postal Ballot From and pre-paid business reply envelop is notl"ing sent to the members for thG Postal Ballot. The Communication of the assent or dissent of the Members would take place only through the remote e-voting system.

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In compliance with Regulation 44 of the SEBI Listing Regulations, SEBI circular no. SEBI/Ho/CFD/CIR/2023/4 dated ]anuary 5,2a23 and pursuant to the provisions of Section 10g and Section 110 of the Act read with rules, the iraca circular and S\$2, the Company is providing remote e- voting facility to its Members, to enable them to cast their votes electronicaliy instead of submitting the Postal Ballot Form physically. The instructions for the remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.damodargroup.iom.

Regd.Office :19122 &2713O, Madhu Estate, Pandurang Budhkar Marg, Worli, Mumbai - 400 013. Tel : +e1-22-49763180 / 497\$2A3 l35LZS372

Factory : Survey No. 255 I 10 / 1, Demni Road, Dadra Village, D,& N. H. {U.T.l - 39f 230 Tel.;0260 ^3253390 :T- 26, MIDC Amravati, Addl. lndl. Area, MIDC, Textile Park, ilandgaon Petlp, Maharashtra - 444 901. \

Email : cs@damodargrcup.com I Website : www.damodargroup.comlGsl x6. ; 27a\$6p3850Gu/lON : 117110MH1987P1C045575

The Company is providing e-voting facility of its Register and Share Transfer Agent - Link Intime India Private Limited, to enable them member who wish to cate their vote electronicallylThe e-voting corlrlence on Wednesdap December 20 2023 at 9.00 a.m (IST) and ends on Thursday, January 1g,2OZi at 5.00 p.m (IST). Once the vote on the resolutions is cast by the Members, the Members shall not to be allowed to change it subsequently.

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclose Requirements) Regulations, 2015, as amended..

,\

We would request you to please take the aforesaid information and documents on record.

Yours truly For Damodar Industries Limited

VILAS KANASE Digitally signed by INDRAJIT VILAS KANASE Date: 2023.12.19 12:28:46 +05'30'

Indrajit Kanase Company Secretary

Enct as above

Regd.office : t9/22 &27130, Madhu Estate, Pandurang Budhkar Marg, worli, Mumbai - 400 013. Tel : +eL-22-49763180 / 497 6320g / 1SLZ13TZ

Factory : Survey No. ²⁶⁵I t0 I L, Demni Road, Dadra Mllage, D,& N. H. {U. T.l - 316 230 Tel.: ⁰²⁵⁰3253390 \ f :T- 26, MIDC Amravati, Addl. lndl. Area, MlDg Textile Park, Nandpon Pe\$, Maharashtra - 444 901. ] Email : cs@damodargroup.com I tlrebsit€ : www.damodargroup.mmlGsl ttq ; 2747\$6p3850cfl/lON : t17110MH1987pLCOt5S75' INDRAJIT

DAMODAR INDUSTRIES LIMITED

Regd. Office: 19/22 & 27/30, Madhu Estate, Pandurang Budhkar Marg, Worli, Mumbai – 400 013 CIN: L17110MH1987PLC045575 Tel. No. – 022-49763203 E-Mail – cs@damodargroup.com website: www.damodargroup.com

Notice of Postal Ballot ("Notice" or "Postal Ballot Notice")

[Pursuant to Section 110 of the Companies Act, 2013, read with Section 108 and the Companie s (Management and Administration) Rules, 2014; Circulars issued by the Ministry of Corporate Affairs, Government of India and Circulars issued by the Securities and Exchange Board of India ('SEBI')]

The Shareholders, Damodar Industries Limited

Notice is hereby given that pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as "the Rules") and other applicable provisions of the Act, the Rules, Circulars and Notifications issued thereunder, as amended from time to time (including any statutory modifications or re-enactment thereof, for the time being in force), General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 02/2021 dated January 13, 2021; No. 10/2021 dated June 23, 2021; No.20/2021 dated December 8, 2021; No. 3/2022 dated May 5, 2022 and No.11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (hereinafter referred to as "MCA Circulars"), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time); the resolutions set out below are proposed to be considered and passed by the Members of Damodar Industries Limited (hereinafter referred to as " the Company") by Postal Ballot through remote e-voting process.

In accordance with the MCA Circulars and in compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and as per the guidelines issued by the MCA vide MCA Circulars, the Notice is being sent in electronic mode only to all those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, December 15, 2023 ("cut-off date") received from the Depositories and whose e-mail addresses are registered with the Company or Depository Participant / Depository / Link Intime India Private Limited, the Company's Registrar & Transfer Agent (hereinafter referred to as "RTA").

The Company has engaged Services of Link Intime India Private Limited (LINK INTIME) to provide remote e -voting facility to all its members to cast their votes electronically, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the Listing Regulations and aforementioned MCA Circulars. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The e-voting period will commence on Wednesday, December 20, 2023 at 09.00 A.M. (IST) and will end on Thursday, January 18, 2024 at 05.00 P.M. (IST). Members are requested to read the instructions in the Notes to Postal Ballot Notice so as to cast their vote electronically not later than 5:00 PM IST on Thursday, January 18, 2024 (the last day to cast vote electronically).

The physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre -paid business envelope will not be sent to the members for this Postal Ballot, in accordance with the exemptions granted by the MCA Circulars. Members are required to communicate their assent or dissent through the remote e -voting system only.

The Explanatory Statement under Section 102(1) of the Act, forming part of the Notice, pertaining to the proposed resolutions setting out the material facts and the reasons thereof is annexed hereto along with the Postal Ballot Notice, for your consideration. Members may note that the Postal Ballot Notice is also available on the Company's website: www.damdoargroup.com. The Postal Ballot Notice will also be available on website of LINK INTIME (https://instavote.linkintime.co.in) and on the website of Stock Exchanges, i.e., www.bseindia.com and www.nseindia.com

The Board of Directors has appointed Mr. Vishal N. Manseta, Practicing Company Secretary (ACS:25183, CP No. 8981), Mumbai, as the Scrutinizer for conducting the Postal Ballot through the remote e -voting process in a fair and transparent manner. He has communicated his willingness to be appointed and will be available for the said purpose.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e-voting process shall be announced on or before Thursday January 25, 2024 and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution. The Scrutinizer's decision on the validity of e-voting shall be final. The voting results along with Scrutinizer's report would be published on the website of the Company i.e., www.damodargroup.com and will be communicated to the Stock Exchanges where the Company's shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer's report will also be posted on the Website of LINK INTIME i.e., https://instavote.linkintime.co.in.

SPECIAL BUSINESS:

Item No. 1: To Sale of Plant of the Company Situated at Dadra

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

"RESOLVED THAT pursuant to the provisions of Section 180(1) (a) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, and subject to other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and such other approvals, consents and permissions being obtained from the appropriate authorities to the extent applicable and necessary, consent be and is hereby accorded to dispose of the whole , or substantially the whole Plant of the Company at Survey No.265/ 10/ 1, Demni Road, Dadra Village, D.& N. H.(U.T.)- 396230 for such consideration and on such terms and conditions as the Board of Directors of the Company consider beneficial to the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize the terms and conditions and take such steps as may be necessary for obtaining approvals, statutory or contractual or otherwise, if any, required in relation to the above and to settle all the matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds and things that may be necessary, proper and expedient or incidental for the purpose of giving effect to the above resolution."

19/22 & 27/30, Madhu Estate, Damodar Industries Limited Pandurang Budhkar Marg, Worli, Mumbai – 400 013 Sd/-

Place : Mumbai Company Secretary Date : December 15, 2023 M. No. A51146

Registered Office: By Order of the Board of Directors of

Indrajit Kanase

NOTES:

1. Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS -2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.

2. In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on Friday, December 15, 2023 (the "Cut-off date") and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited ("RTA"). Physical copies of the Postal Ballot Notice, postal ballot forms and pre -paid business reply envelopes are not being sent to Members for this Postal Ballot.

3. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.damodargroup.com. The Notice can also be accessed from the websit es of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Bal lot Notice is also disseminated on the website of LINK INTIME (agency for providing the Remote e -voting facility) i.e., https://instavote.linkintime.co.in.

4. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.damodargroup.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Postal Ballot Notice is also disseminated on the website of LINK INTIME (agency for providing the Remote e -voting facility) i.e., https://instavote.linkintime.co.in.

5. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with SEBI circular on e -voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Link Intime India Private Limited (LINK INTIME), the agency to provide e-voting facility. Members are requested to carefully read the instructions for e -voting that are provided as part of this Postal Ballot Notice before casting their vote.

6. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e., Friday, December 15, 2023. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a Member as on the Cut-off date should treat this notice for information purpose only.

7. The e-voting period commences on Wednesday, December 20, 2023 at 09.00 A.M. (IST) and will end on Thursday, January 18, 2024, at 05.00 P.M (IST). During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, December 15, 2023 may cast their vote electronically. The e-voting module shall be disabled by LINK INTIME for voting after Thursday, January 18, 2024 (5:00 PM IST). Once the vote on a resolution is cast by a Member, he or she will not be allowed to change it subsequently.

8. In case of any query/grievance in connection with the Postal Ballot through remote e-voting process, Members may contact by e-mail at enotices@linkintime.co.in, Tel: 022–4918 6000 or the Company at cs@damodargroup.com, Tel: 022 - 49763203.

9. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, January 18, 2024 (5:00 PM IST).

10. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorised by him, after completion of the scrutiny of the votes cast electronically. The result of the Postal Ballot through remote e -voting process shall be announced on or before Thursday January 25, 2024 and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution.

11. The voting results along with Scrutinizer's report would be published on the website of the Company i.e., www.damodargroup.com and will be communicated to the Stock Exchanges where the Company's shares are listed i.e., NSE and BSE. The voting results along with the Scrutinizer's report will also be posted on the Website of LINK INTIME, https://instavote.linkintime.co.in

12. In accordance with the MCA Circulars, Members who have not registered their e -mail addresses so far, are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and Members who hold shares in physical form are requested to provide their email addresses to Link Intime by sending an e-mail at rnt.helpdesk@linkintime.co.in or to the Company at cs@damodargroup.com.

Procedure for Remote e-voting 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 Listing Regulations and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e -Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e -voting services provided by LINK INTIME, on the resolutions set forth in this Notice. The instructions for e -voting are given herein below. The remote e-voting facility is available at the following link: https://instavote.linkintime.co.in. The e-voting event number (EVEN) and period of remote e-voting are set out below:

EVEN	Commencement of e-voting	End of remote e-voting
230700	Wednesday, December 20, 2023

E-voting will not be allowed beyond the aforesaid date and time and the e -voting module shall be forthwith disabled by LINKINTIME upon the expiry of the aforesaid period.

The individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "Login".
• b) Enter user id and password. Post successful authentication, click on "Access to e -voting".
• c) Click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp "
• b) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on "Access to e-voting".

• e) Click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

• a) Visit URL: https://www.evoting.nsdl.com/
• b) Click on the "Login" tab available under 'Shareholder/Member' section.
• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see "Access to evoting".
• e) Click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

• a) Visit URL: https://web.cdslindia.com/myeasinew/home/login or www.cdslindia.com.
• b) Click on New System Myeasi
• c) Login with user id and password
• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
• e) Click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e -voting period.

OR

Users not registered for Easi/Easiest

• a) To register, visit URL: https://web.cdslindia.com/myeasinew/Registration/EasiRegistration
• b) Proceed with updating the required fields.
• c) Post registration, user will be provided Login ID and password.
• d) After successful login, user able to see e-voting menu.
• e) Click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e -voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

• a) Visit URL: https://www.cdslindia.com/
• b) Go to e-voting tab.
• c) Enter Demat Account Number (BO ID) and PAN No. and click on "Submit".
• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
• e) After successful authentication, click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e -voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website

• b) After Successful login, members shall navigate through "e-voting" tab under Stocks option.
• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
• d) After successful authentication, click on "LINKINTIME" or "evoting link displayed alongside Company's Name" and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e -voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

• 1. Visit URL: https://instavote.linkintime.co.in
• 1. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

*Shareholders holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

*Shareholders holding shares in NSDL form, shall provide 'D' above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#\$&*), at least one numeral, at least one alphabet and at least one c apital letter). ▶ Click "confirm" (Your password is now generated).

• 1. Click on 'Login' under 'SHARE HOLDER' tab.
• 1. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

• 1. After successful login, you will be able to see the notification for e -voting. Select 'View' icon.
• 1. E-voting page will appear.
• 1. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
• 1. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders ("Corporate Body/ Custodian/Mutual Fund"):

STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in
• b) Click on Sign up under "Corporate Body/ Custodian/Mutual Fund"

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person's email ID.
• f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
• b) Click on "Investor Mapping" tab under the Menu Section
• c) Map the Investor with the following details:
• a. 'Investor ID'
  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
  • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
  • b. 'Investor's Name Enter full name of the entity.
  • c. 'Investor PAN' Enter your 10-digit PAN issued by Income Tax Department.
  • d. 'Power of Attorney' Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be –DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
• d) Click on Submit button and investor will be mapped now.
• e) The same can be viewed under the "Report Section".

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e -voting is activated:

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
• b) Click on 'Votes Entry' tab under the Menu section.
• c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
• d) Enter '16-digit Demat Account No.' for which you want to cast vote.
• e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
• f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
• g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
• b) You will be able to see the notification for e-voting in inbox.
• c) Select 'View' icon for 'Company's Name / Event number '. E-voting page will appear.
• d) Download sample vote file from 'Download Sample Vote File' option.
• e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under 'Upload Vote File' option.
• f) Click on 'Submit'. 'Data uploaded successfully' message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a requ est at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in demat mode with NSDL	request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 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

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

• h) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
• i) Click on 'Votes Entry' tab under the Menu section.
• j) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
• k) Enter '16-digit Demat Account No.' for which you want to cast vote.
• l) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
• m) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
• n) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

• g) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
• h) You will be able to see the notification for e-voting in inbox.
• i) Select 'View' icon for 'Company's Name / Event number '. E-voting page will appear.
• j) Download sample vote file from 'Download Sample Vote File' option.
• k) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under 'Upload Vote File' option.
• l) Click on 'Submit'. 'Data uploaded successfully' message will be displayed. (Onc e you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in demat	request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000
mode with NSDL
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in demat	request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
mode with CDSL

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e -Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?' o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The p assword should contain a minimum of 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders ("Corporate Body/ Custodian/Mutual Fund") has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e -Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on 'Login' under 'Corporate Body/ Custodian/Mutual Fund' tab and further Click 'forgot password?' o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

EXPLANATORY STATEMENT

(Pursuant To Section 102 (1) of the Companies Act, 2013)

The Company presently engaged in the business of manufacture of Yarn

The Board in its meeting held on 15.12.2023 had carried out a comprehensive review of the ongoing business operations of the Company and The Company decided to sell the plant due to non-viability for operation. This decision is driven by factors such as financial challenges, operational inefficiencies, or strategic shifts, leading to the conclusion that selling the plant is th e most prudent course of action to ensure the Company's overall stability and future prospectus.

The Company had earlier sought approval of the shareholders of the Company by postal ballot for sale of Plant of the Company situated at "Survey No.265/ 10/ 1, Demni Road, Dadra Village, D.& N. H.(U.T.)- 396230. Due to above mentioned reasons, the Company is now seeking approval of shareholders of the Company by special resolution to sell the Plantof the Company including and not limited to situated at Survey No.265/ 10/ 1, Demni Road, Dadra Village, D.& N. H.(U.T.)- 396230, by any mode.

The Board of Directors, after evaluating the feasibility of various options, have decided to recommend for your approval sale the plant of the Company including and not limited to Dadra Plant of the Company.

Section 180(1)(a) of the Companies Act, 2013 ('the Act') provides that the Board of Directors of a Company shall not except with the consent of the Members by way of a special resolution through postal ballot, sell, lease, transfer, assign or otherwise dispose of the whole, or substantially the whole, of the undertaking of the Company.

The resolution in the accompanying notice is proposed to seek Members' approval through special resolution.

The Board is of the opinion that the aforesaid Resolution is in the best interest of the Company and hence recommends the Special Resolution for your approval.

None of the Directors / Key Managerial Personnel/Managers of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding / directorship, if any.

Pandurang Budhkar Marg, Worli, Mumbai – 400 013

Registered Office: By Order of the Board of Directors of 19/22 & 27/30, Madhu Estate, Damodar Industries Limited

Place : Mumbai Company Secretary Date : December 15, 2023 M. No. A51146

Sd/- Indrajit Kanase