Deepak Fertilizers &Petrochemicals — Proxy Solicitation & Information Statement 2024

Feb 21, 2024

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February 21, 2024 The Secretary Listing Department BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra - Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai – 400 051 BSE Code: 500645 NSE Code: DEEPAKFERT

Dear Sir/ Madam,

Sub: Intimation of Postal Ballot Notice

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement thereto, seeking approval of the shareholders of the Company for Re-appointment of Smt. Varsha Purandare (DIN: 05288076) as an Independent Woman Director of the Company to hold office for a second term of 2 (two) years with effect from 31st January, 2024 by means of electronic voting (remote e‐voting) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities & Exchange Board of India.

This intimation along with the Postal Ballot Notice is also being uploaded on the Company’s website at www.dfpcl.com and on KFin Technologies Limited website at https://evoting.kfintech.com/. In accordance with the relevant circulars issued by MCA, the Postal Ballot Notice is being sent to all the shareholders whose name appear in the Register of Members / Record of Depositories as on Friday , February 16, 2024 (cut‐off date) and whose email addresses are registered with the Company/Depositories on the said date.

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The Company has engaged KFin Technologies Limited for facilitating remote e- voting to enable the shareholders to cast their votes electronically. The e‐voting on the resolution set out in the Postal Ballot Notice shall commence from Friday, February 23, 2024 at 9:00 a.m. (IST) and shall end at 5:00 p.m. (IST) on Saturday, March 23, 2024 . Members who have not yet registered/ updated their email addresses so far, may do so by following the procedure set out in the notes to the Notice.

The results of the Postal Ballot will be announced by the Chairman or any other person authorised by him within two working days from the conclusion of remote e-voting and the same, along with the Scrutiniser’s Report, will be intimated to the Stock Exchanges where the Company’s shares are listed, placed on the website of the Company www.dfpcl.com/, KFin's website at https://evoting.kfintech.com and simultaneously intimated to National Stock Exchange of India Limited and BSE Limited and will be available at www.nseindia.com and www.bseindia.com, respectively.

Thanking you, Yours faithfully,

For Deepak Fertilisers And Petrochemicals Corporation Limited

GAURAV Digitally signed by GAURAV UMAKANT UMAKANT MUNOLI Date: 2024.02.21 MUNOLI 18:15:30 +05'30'

Gaurav Munoli

Company Secretary and Compliance Officer

M. No. ACS 24931

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DEEPAK FERTILISERS AND PETROCHEMICALS CORPORATION LIMITED

Registered Office: Sai Hira, Survey No. 93, Mundhwa, Pune - 411 036 CIN: L24121MH1979PLC021360 | Website: www.dfpcl.com E-mail Id : investorgrievance@dfpcl.com | Tel.: +91 20 6645 8000

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Shareholders

Deepak Fertilisers And Petrochemicals Corporation Limited

Notice is hereby given pursuant to the provisions of Section 108 and 110 and all other applicable provisions 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’) and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings/conducting postal ballot process through e-voting vide General Circular No. 14/2020 dated 8th April 2020, General Circular No.17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/ 2020 dated 31st December, 2020, General Circular No. 10/2021 dated 23rd June, 2021, General Circular No.20/2021 dated 8th December, 2021, General Circular No.3/2022 dated 5th May, 2022, General Circular No. 11/ 2022 dated 28th December, 2022 and General Circular No. 9/2023 dated 25th September, 2023, issued by the Ministry of Corporate Affairs (the “MCA Circulars”) and Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/DDHS/P/CIR/2023/0164 dated 6th October, 2023 (the “SEBI Circular”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the Special Resolution as set out in this Postal Ballot Notice (Notice) is proposed to be passed by the Shareholders of Deepak Fertilisers And

Petrochemicals Corporation Limited (the “Company”) through Postal Ballot only by voting through electronic means (“remote e-voting”).

In compliance with the aforesaid Circulars, this Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to this Notice. The communication of the assent or dissent of the Shareholders would only take place through the remote e-voting system.

The Statement pursuant to Section 102(1) of the Act setting out all material facts relating to the Resolution is appended to this Notice.

The Board of Directors of your Company have appointed Mr. Ashish Garg (Membership No. FCS 5181, C.P. No. 4423) Practising Company Secretary as the Scrutiniser to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Friday, 23rd February, 2024 and ends at 5.00 p.m. (IST) on Saturday, 23rd March, 2024. The Scrutiniser will submit his report to the Chairman of the Company or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting.

The results of the Postal Ballot will be announced within two working days from the conclusion of remote e-voting by the Chairman or any other person authorised by him at the Registered Office of the Company and also by placing the same on the Company’s website: www.dfpcl.com and on the website of KFin Technologies Limited: KFintech eVoting System - Login : and the results will simultaneously be communicated to the Stock Exchanges.

Notice of Postal Ballot | 1

 SPECIAL BUSINESS

Re-appointment of Smt. Varsha Purandare (DIN : 05288076) as an Independent Woman Director of the Company

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 and applicable provisions of the Securities and Exchange Board of India [SEBI] (Listing Obligations and Disclosure Requirements) Regulations, 2015 {including any statutory modification(s) or re-enactment thereof for the time being in force}, Smt. Varsha Purandare (DIN : 05288076), Independent Woman Director of the Company who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 from a Member proposing her candidature for re-appointment for the office of Director and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Woman Director of the Company not liable to retire by rotation and to hold office for a second term of 2 consecutive years commencing from 31st January, 2024.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Smt. Purandare be paid such fees and remuneration and / or profit- related commission as the Board may approve from time to time and subject to such limits as may be prescribed.

RESOLVED FURTHER THAT any one of the Director or Chief Financial Officer or Company Secretary of the Company be and is hereby

authorised to do all necessary acts and deeds to give effect to the resolution.”

By Order of the Board For Deepak Fertilisers And Petrochemicals Corporation Limited

Sd/-

Gaurav Munoli

Company Secretary and Compliance Officer (Membership No. ACS 24931)

Place: Pune

Date: 01.02.2024

Registered Office:

Sai Hira, Survey No.93, Mundhwa, Pune – 411036

Website: www.dfpcl.com | Tel.: +91 20 6645 8000 Email: investorgrievance@dfpcl.com CIN: L24121MH1979PLC021360

 NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) setting out all material facts and reasons for the proposed Resolution is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars, this Notice is being sent only through electronic mode to those Shareholders whose names appear in the Register of Members/Record of Depositories as on 16th February, 2024 (“cut-off date”) and whose email addresses are registered with the Company/ Depositories on the said date.

3. The Notice and Explanatory Statement with requisite enclosures, if any, have also been made available on the website of the Company i.e. www.dfpcl.com, website of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of Registrar and Share Transfer Agent of the Company i.e. KFin Technologies Limited (hereinafter referred to as ‘KFin’) at : KFintech eVoting System - Login: All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the Cut-off date shall treat this Notice for information purpose only.

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1. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

2. Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide e-voting facility to all its shareholders, to enable them to cast their votes electronically and has engaged the services of KFin Technologies Limited (“KFin”) for this purpose.

3. The voting rights will be reckoned on the paidup value of shares registered in the name of the Shareholders on 16th February, 2024 (“Cut-off date”) . Only those Shareholders 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 through e-voting.

4. A shareholder cannot exercise his/ her vote through proxy on Postal Ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives and are requested to provide a proof of authorisation (board resolution/ authority letter/ power attorney, etc.) in favour of their authorised representatives to the Scrutiniser by an email to ashishgargcs@gmail. com with a copy to investorgrievance@dfpcl.com. They may also upload the same in the e-voting module in their login.

5. The remote e-voting period commences on Friday, 23rd February, 2024 at 9:00 a.m. (IST) and ends at 5:00 p.m. (IST) on Saturday, 23rd March, 2024. During this period, shareholders of the Company, holding shares either in physical or dematerialised form, as on the cut-off date, that is, 16th February, 2024 may cast their vote electronically. The e-voting module shall be disabled by KFin thereafter. Once the vote on a Resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently or cast the vote again.

6. The Resolutions if approved by requisite majority, shall be deemed to have been passed on the last date specified for e-voting, that is, 23rd March, 2024.

7. Members who have not registered/updated their email IDs so far are requested to register/update the same to get all notices, communiques, etc. from the Company, electronically, as per the following procedure:

Type of Holder		Process to be followed
Physical Holding		Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to KFintech at: einward.ris@kfintech.com or to the Company at: investorgrievance@dfpcl. comalong with the copy of the signed request letter mentioning the name, folio no and address of the Member, Form ISR 1 (available on the Website of the Company), self- attested copy of the PAN Card and self-attested scanned copy of any document (such as Driving License, Election Identity Card, Passport, etc.) as proof of address of the Member.
Demat Holding		Contact respective Depository Participant.

The Members may download all the Forms from website of the Company or RTA i.e. https://www. dfpcl.com/forms or https://investor.kfntech. com/investor-information-resources/.

1. The advertisement confirming dispatch of this Notice, by electronic mode, is also being published in the newspapers. Requisite filings

Notice of Postal Ballot | 3

made with the Stock Exchange(s), are available on the website of the Company and can be accessed by the Shareholders on the website of the Company at www.dfpcl.com.

1. Relevant documents referred to in this Notice and the Statement shall be available for inspection by the shareholders from the date of dispatch of this notice upto 23rd March, 2024. Shareholders willing to inspect such documents can send an e-mail to investorgrievance@dfpcl.com.

2. A shareholder need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

3. Shareholders holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

4. The Scrutiniser’s decision on the validity of the Postal Ballot shall be final.

5. PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING

6. Pursuant to SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. 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 email Id in their demat accounts in order to access e-voting facility.

I. Individual Shareholders holding securities in Demat Form:

• Login through Depositories:

Type of shareholders

• Type of shareholders Login Method

• Individual Shareholders holding 1) Users who have opted for CDSL Easi/Easiest facility, can login through their securities in Demat mode with existing user id and password. Option will be made available to reach e-Voting CDSL Depository page without any further authentication. The users to login to Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.

• 2) After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting 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 are 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.

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile and Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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• Type of shareholders Login Method

• Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services securities in demat mode with website of NSDL. Open web browser by typing the following URL: https://eservices. NSDL Depository nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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.

Notice of Postal Ballot | 5

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		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
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl. co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30.

II. Non-Individual shareholders and shareholders holding securities in Physical Form:

• a. Initial Password is provided in the body of the email.

• b. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

• c. Enter the login credentials i.e. User ID and Password mentioned in your email. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and Password for casting your vote.

• d. After entering the details appropriately, click on LOGIN.

• e. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (09) and a special character (@,#,$,etc.). It is strongly recommended not to share

your password with any other person and take utmost care to keep your password confidential.

• f. You need to login again with the new credentials.

• g. On successful login, the system will prompt you to select the EVENT i.e. ‘EVEN 7884’.

• h. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.

• i. Click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

• j. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

GENERAL INFORMATION FOR MEMBERS FOR VOTING ON THE RESOLUTION

• i. Corporate / Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution / Authority Letter etc. authorising its representative to vote through e-voting. The said Resolution / Authority Letter etc. shall be sent to the Scrutinizer by an e-mail at ashishgargcs@gmail.com and mark copy to investorgrievance@dfpcl.com. It should reach the Scrutinizer on / before Saturday, 23rd March, 2024 at 5.00 p.m. They may also upload the same in the e-voting module in their login.

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• ii. Members are requested to note that pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards-2 (SS-2), brief particulars including shareholding of the Director proposed to be re-appointed is given at the end of the Notice and forms part of the Notice.

• iii. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of https://evoting.kfntech. com/ or contact Mr. S V Raju (Unit: Deepak Fertilisers And Petrochemicals Corporation Limited) of KFin Technologies Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana or at evoting@ kfntech.com or call KFintech’s toll free No. 1800 309 4001 for any further clarifications.

Notice of Postal Ballot | 7

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

Re-appointment of Smt. Varsha Purandare (DIN : 05288076) as an Independent Woman Director of the Company

The Members of the Company at their 41st Annual General Meeting held on 26th August, 2021 approved the appointment of Smt. Varsha Purandare (DIN : 05288076) as an Independent Woman Director of the Company for the first term of 3 consecutive years commencing from 31st January, 2021. The Current term of Smt. Varsha Purandare ended on 30th January, 2024.

During her first tenure as an Independent Woman Director of the Company Smt. Purandare has contributed immensely in the Board and Committee deliberations.

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations), the Performance Evaluation of Smt. Purandare was undertaken in January 2024. On the basis of performance report, the Board vide circular resolution dated 30th January, 2024, based on the recommendation of Nomination and Remuneration Committee and considering her skills, experience and knowledge has approved the re-appointment of Smt. Purandare as an Independent Director of the Company for the Second term of 2 consecutive years commencing from 31st January, 2024, subject to approval of the shareholders of the Company.

Smt. Purandare has submitted the declaration of independence, as required pursuant to Section 149(6) of the Act stating that she meets the criteria of independence as provided in Section 149(6) and Regulation 16 of SEBI Listing Regulations and has given her consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members. Smt. Purandare has also informed that she is not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact her ability to discharge her duties with an objective independent judgment and without any external influence.

In the opinion of the Board, Smt. Purandare fulfills the conditions specified in the Act and rules made

thereunder and SEBI listing Regulations and Smt. Purandare is independent of the management.

The Board is also of the opinion that Smt. Purandare possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be in the interest of the Company to have her continued association as an Independent Director.

Smt. Purandare is registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs as stipulated by the Ministry of Corporate Affairs. She is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

In respect of the appointment of Smt. Purandare, a notice as required by Section 160 of the Act, has been received by the Company, regarding her candidature for the office of the director.

Further, pursuant to Regulation 17(1C) of SEBI Listing Regulations, the re-appointment of a Director on the Board of Directors shall be approved by the shareholders at the next general meeting or within a time period of three months from the date of re-appointment whichever is earlier. Therefore, this resolution is being proposed to be passed by way of Postal Ballot.

In accordance with the provisions of Regulation 25 (2A) of the SEBI Listing Regulations, re-appointment of an Independent Director requires approval of members by way of a special resolution.

The terms and conditions of appointment of independent director shall be available for inspection through electronic mode and the same shall also be available at the Company’s website i.e. www.dfpcl.com.

Brief Profile of the appointee:

Mrs. Purandare holds Bachelor’s degree in Science (Chemistry) and has a Diploma in Business Management, having varied experience of 36 years in the areas of Credit, Forex, Risk, Treasury, Capital Markets, Investment Banking and Private Equity. She was the Managing Director and Chief Executive Officer of SBI Capital Markets Limited (“SBI Caps”) from

8 | Deepak Fertilisers And Petrochemicals Corporation Limited

November 2015 up to December 2018, where she was overall in-charge of SBI Caps and its five subsidiaries, covering investment banking and encompassing Equity Capital Markets, Debt Markets, Private Equity, Institutional & Retail Broking, Trustee & Foreign Subsidiaries.

Prior to this, Mrs. Purandare was Deputy Managing Director and Chief Credit and Risk Officer of State Bank of India (“SBI”), where she headed the highest Credit Committee and was in-charge of the overall credit function. Besides, she has also held several positions in SBI, in India and abroad.

The Board of Directors recommend Special Resolution set out in the Notice for approval by the shareholders of the Company.

None of the Directors or the Key Managerial Personnel or their relative(s) is / are in any way concerned or interested, in passing of the aforesaid resolution, except the appointee Director and her relatives.

By Order of the Board For Deepak Fertilisers And Petrochemicals Corporation Limited

Sd/-

Gaurav Munoli Company Secretary and Compliance Officer (Membership No. ACS 24931)

Place: Pune

Date: 01.02.2024

Notice of Postal Ballot | 9

Details of Director seeking appointment / re-appointment through Postal Ballot

[In pursuance of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2 (SS-2)]

Sr. No.	Particulars	Details
1	Name of the Director	Smt. Varsha Purandare
2	DIN	05288076
3	Date of Birth	7th December, 1958
4	Age	65 years
5	Qualifcation	Bachelor of Science (Chemistry) and Diploma in Business
		Management
6	Brief Resume of the Director	Refer to Explanatory Statement
7	Expertise	Varied experience of 36 years in the areas of Credit, Forex,
		Risk, Treasury, Capital Markets, Investment Banking and
		Private Equity
8	Shareholding in the Company	Nil
9	Date of Appointment on the Board	31st January, 2021
10	Remuneration proposed to be paid	Smt. Purandare will be eligible for payment of sitting
		fee and commission, as payable to other non-executive
		directors of the Company as per the Remuneration Policy
		of the Company
11	Remuneration last drawn	Sitting Fees:`6.95 lakhs
	(For FY 2022-23)	Commission:`20 lakhs
12	Directorships in other Companies	1. Tata Capital Limited
		2. Orient Cement Limited
		3. TMF Holdings Limited
		4. TMF Business Services Limited
		5. Tata Play Limited
		6. The Federal Bank Limited
		7. Tata Trustee Company Pvt. Ltd.
		8. Tata Motors Finance Limited
13	Listed Entities from Which the proposed	Shaily Engineering Plastics Limited - 29/04/2022
	director has resigned in the past three
	years
14	Inter-se relationship with other Directors	None
	and Key Managerial Personnel of the
	Company

10 | Deepak Fertilisers And Petrochemicals Corporation Limited

Sr. No. Particulars 15 Membership/ Chairpersonship of Committees in other companies

Details

Audit Committee

Chairperson:

Tata Capital Limited TMF Business Services Limited

Member :

Orient Cement Limited Tata Play Limited Tata Motors Finance Limited TMF Holdings Limited Tata Trustee Company Private limited

Nomination & Remuneration Committee

Chairperson:

Tata Capital Limited TMF Holdings Limited

Member:

Orient Cement Limited Tata Play Limited Tata Motors Finance Limited

Stakeholders Relationship Committee

Chairperson:

Orient Cement Limited

Risk Management Committee

Chairperson:

Tata Motors Finance Limited

Member:

Orient Cement Limited TMF Holdings Limited Tata Play Limited

Information Technology Strategy Committee

Chairperson:

TMF Holdings Limited

Member:

Tata Capital Limited Tata Motors Finance Limited

Investment Credit Committee

Member:

Tata Capital Limited

Notice of Postal Ballot | 11

Sr. No.	Particulars	Details
		Credit, Investment & Raising Capital Committee
		Member:
		Federal Bank Limited
		Information Technology & Operations Committee
		Member:
		Federal Bank Limited
		Customer Service, Marketing Strategy & Digital
		Banking Committee
		Chairperson:
		Federal Bank Limited
16	Number of Meetings of the Board	Out of the six Board Meetings held during the period,
	attended during FY 2023-24 (upto the	Smt. Purandare has attended four Board Meetings
	date of this Notice)
17	Terms and Conditions of Appointment/	As mentioned in the Explanatory statement
	Re-appointment
18	Skills and capabilities required for the role	As mentioned in the Explanatory statement
	and the manner in which the proposed
	person meets such requirements
19	In case of appointment of Independent	Not applicable in the case of re-appointment
	Directors, the justifcation for choosing
	the appointees for appointment
	as Independent Directors
20	In case of re-appointment of Independent	Provided in the explanatory statement
	Directors, performance evaluation report

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12 | Deepak Fertilisers And Petrochemicals Corporation Limited