Deepak Spinners Ltd. — AGM Information 2023

Jun 16, 2023

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REF.NO/DSL/PA/2023

Dated 16[th] June 2023

To, BSE Limited, P. J. Towers, 25[th] Floor, Dalal Street, Mumbai – 400 001

SCRIP CODE – 514030

Sirs,

Subject : Notice of the 41[st] Annual General meeting (AGM)

Please find annexed herewith Notice of 41[st] Annual General Meeting (AGM) of the shareholders of the Company to be held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) on Wednesday, 12[th] July 2023 at 4.00 p.m. (IST) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

The Notice of 41[st] AGM is being sent electronically to those shareholders whose email IDs are registered with the Company / Registrar and Share Transfer Agent and the Depositories.

The Notice of 41[st] AGM is also being uploaded on the website of the Company, i.e., www.dsl-india.com.

You are requested to take the same on your record.

FOR DEEPAK SPINNERS LIMITED

Puneeta Digitally signed by Puneeta Arora Arora Date: 2023.06.16 11:58:18 +05'30' (PUNEETA ARORA) COMPANY SECRETARY

Encl. : as above

Registered Office & Works : Deepak Spinners Limited, 121, Industrial Area, Baddi, Tehsil Nalagarh, District Solan, Himachal Pradesh – 173 205. Phone : +91 1795 244011 / 16

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DEEPAK SPINNERS LIMITED

CIN NO. L17111HP1982PLC016465

Regd. Office: 121 Industrial Area,Baddi, Tehsil Nalagarh District Solan, Himachal Pradesh-173205 Telephone nos. 0172 2650973, 2650974, 2650977 Website: www.dsl-india.com Email: puneeta.arora@dslindia.in

N O T I C E

NOTICE is hereby given that the 41st Annual General Meeting (‘AGM’) of the Members of Deepak Spinners Limited will be held on Wednesday , the 12th day of July 2023 at 4.00 p.m. through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2023, and the Reports of the Board of Directors and Stautory Auditors thereon.

2. To declare dividend on equity shares for the financial year ended 31st March 2023.

3. To appoint a Director in place of Shri Yashwant Kumar Daga (DIN 00040632), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

1. To approve remuneration of Cost Auditors for the financial year ending 31st March 2023 and in this regard, to consider and if thought fit to pass the following Resolution as an Ordinary :-

Resolution

• “RESOLVED THAT pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, M/s. Shakti K. & Associates, Cost Accountants being the Cost Auditors appointed by the Board of Directors of the Company to conduct the cost audit for the financial year ending 31st March 2024, be paid the remuneration of Rs. 71,500/- (Rupees Seventy One Thousand Five Hundred Only) excluding Goods and Services Tax and out of pocket expenses.”

• To reappoint Shri Pradip Kumar Daga (DIN - 00040692) as Chairman and Managing Director 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 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable clauses of Articles of Association and Nomination & Remuneration Policy of the Company, and subject to other approvals, if any, the consent of the Company, be and is hereby accorded to the re-appointment of Shri Pradip Kumar Daga (DIN 00040692 ) as Chairman and Managing Director of the Company for a period of five years with effect from 16th April 2024, and approval of the Company be and is hereby accorded to the terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, with liberty to the Board of Directors (the ‘Board’ which term shall include any Committee constituted or to be constituted by the Board) to alter and vary the terms and conditions of the said appointment in such manner, as may be agreed to between the Board of Directors and Shri Pradip Kumar Daga provided that such variation or increase, as may be, is within the overall limits as prescribed under Section 197 read with Schedule V of the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee of the Board of Directors of the Company be and is hereby authorized to take all steps as may be necessary, proper and expedient in their entire discretion, for the purpose of giving effect to this resolution and

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• for matters connected therewith and incidental thereto.”

• To appoint Shri Shantanu Daga (DIN – 08757724) as Whole Time Director 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 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V and the rules made there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), applicable clauses of Articles of Association and Nomination & Remuneration Policy of the Company, and subject to other approvals, if any, the consent of the Company, be and is hereby accorded to the appointment of Shri Shantanu Daga (DIN-08757724) as Whole Time Director under direct reporting to the Joint Managing Director, of the Company for a period of five years with effect from 15th April 2023, and approval of the Company be and is hereby accorded to the terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, with liberty to the Board of Directors (the ‘Board’ which term shall include any Committee constituted or to be constituted by the Board) to alter and vary the terms and conditions of the said appointment in such manner, as may be agreed to between the Board of Directors and Shri Shantanu Daga provided that such variation or increase, as may be, is within the overall limits as prescribed under Section 197 read with Schedule V of the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee of the Board of Directors of the Company be and is hereby authorized to take all steps as may be necessary, proper and expedient in their entire discretion, for the purpose of giving effect to this resolution and for matters connected therewith and incidental thereto.”

1. Appointment of Shri Sharad Agarwal (DIN – 06490590), as Independent Director 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, 152, 160 and any 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 thereof for the time being in force) read with Schedule IV to the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), pursuant to recommendations of Nomination and Remuneration Committee, Shri Sharad Agarwal (DIN – 06490590), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 15th April 2023, in terms of Section 161(1) of the Act and Article 101 of the Articles of Association of the Company, and who has given a declaration that he meets with the criteria of independence and as per Section 149(6) of the Act and Regulation 25 read with Regulation 16 of Listing Regulations, qualifies for being appointed as an Independent Director be and is hereby appointed as an Independent NonExecutive Director of the Company to hold office for five consecutive years with effect from 15th April 2023 till 14th April 2028.”

“RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee of the Board of Directors of the Company be and is hereby authorized to take all steps as may be necessary, proper and expedient in their entire discretion, for the purpose of giving effect to this resolution and for matters connected therewith and incidental thereto.”

By Order Of the Board For Deepak Spinners Limited

Puneeta Arora Place: Chandigarh Company Secretary Date : 24.05.2023 FCS -7466

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N O T E S

1. The Register of Members and the Share Transfer books of the Company will remain closed from Thursday, 6th July 2023 to Wednesday, 12th July 2023 (both days inclusive) for annual closing.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out material facts concerning the business under Item No. 4 to 7 of the accompanying Notice is annexed hereto.

3. Details as required under Regulation 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard on General Meetings (SS-2) in respect of the Director seeking re-appointment at the AGM, forms integral part of the notice. The Director has furnished the requisite declarations for his appointment/re-appointment.

4. The Ministry of Corporate Affairs, Government of India (‘MCA’) has vide its General Circular no. 20/2020 dated 5th May 2020 and 10/2022 dated 28th December 2022 and other circulars issued in this respect (collectively referred to as ‘MCA Circulars’) allowed inter-alia, to conduct AGMs through Video Conferencing / Other Audio-visual Means (‘VC/OAVM’) on or before 30th September 2023, in accordance with the requirements provided in paragraphs 3 & 4 of the MCA General Circular no. 20/2020 dated 5th May 2020.

5. The Securities and Exchange Board of India (‘SEBI’) also vide its Circular No. SEBI/HO/CFD/ PoD-2/P/CIR/2023/ dated 5th January 2023 (‘SEBI Circular’), has provided relaxation from dispatching physical copies of Annual Report to shareholders who have not registered their email addresses with the Company. Physical copy of the Annual Report shall be sent to those Members who request for the same.

6. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), Listing Regulations and MCA Circulars, the 41st AGM of the Company is being held through VC/OAVM on Wednesday, 12th July 2023. The deemed

7. venue for the 41st AGM will the registered office of the Company at 121, Industrial Area, Baddi, Tehsil Nalagarh, District Solan, Himachal Pradesh-173205.

8. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA Circulars, the facility for appointment of proxies by the members under Section 105 of the Act will not be available for this AGM and hence the Proxy form, Attendance Slip and Route Map of the AGM Venue are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the members may be appointed for the purpose of voting through remote e-Voting, for participation in the 41st AGM through VC / OAVM facility and e-Voting during the 41st AGM.

9. The Company has connectivity with both National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) under ISIN No INE272C01013 .

10. Corporate members intending to authorize their representatives to attend the Meeting are requested to send a scanned certified copy of the board resolution (pdf format) authorizing their representatives to attend and vote on their behalf at the meeting. The said resolution / authorization shall be sent to the scrutinizer by email through its registered email address to ajaykcs@gmail.com with a copy marked to helpdesk.evotng@cdslindia.com.

11. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are requested to write to the Company on or before 5th July 2023 mentioning their names, DPID and Client ID or Folio number, email id, mobile number through email at puneeta.arora@dslindia.in. The same will be replied by the Company suitably.

12. Documents referred to in this Notice and explanatory statement will be made available for inspection at the registered office of the Company without any fee during normal

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• business hours on all working days except Saturday, up to and including the date of the 41st AGM of the Company. as per applicable statutory requirements.

• In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of AGM along with the Annual Report is being sent only through electronic mode to those members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and Annual report will also be available on the Company’s website www.dsl-india. com, website of stock exchange, BSE Limited at www.bseindia.com and on the website of CDSL, at www.evotngindia.com.

• The Registrar and Transfer Agents (RTA) of the Company are M/s. Maheshwari Datamatics Private Limited, 23, R. N. Mukherjee Road, 5th Floor, Kolkata – 700 001, for both physical and demat segment of equity shares. Members are requested to send all their correspondence at the above address of RTA. For any communication, the shareholders may also send requests and queries to email ids: mdpldc@yahoo.com and puneeta.arora@dslindia.in.

• Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to RTA, for their doing the needful alongwith KYC documents for consolidating their holdings in one folio.

• Requests for consolidation of share certificates shall be processed in dematerialized form.

• To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

• The SEBI, has mandated furnishing of PAN, KYC details (i.e Postal Address with Pin code, email address, mobile number, bank account details) and nomination details by holders of securities.

• Effective from 1st January 2022, any service requests or complaints received from the member will not be processed by RTA till the aforesaid details / documents are provided to RTA. On or after 1st October 2023, in case any of the above cited documents / details are not available in the Folio(s) RTA shall be constrained to freeze such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on weblink - htps://mdpl.in.

• Nomination facility as per the provisions of Section 72 of the Act is available to individuals holding shares in the Company. Members can nominate a person in respect of all the shares held by him singly or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the weblink - htps://mdpl. in. The Members holding shares in electronic form may approach their respective DPs for .

completing the nomination formalities

1. In terms of the Listing Regulations, securities of listed companies can only be transferred in dematerialized form. In view of the above and to avail various benefits of dematerialization, members are advised to dematerialize shares held by them in physical form.

2. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service request, viz. issue of duplicate securities certificate, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates / folios, transmission and transposition. Further SEBI vide its circular No. SEBI/HO/MIRSD_ RTSMB/P/CIR/2022/65 dated 18th May 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly members re requested

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to make service requests by submitting a duly filled and signed Form ISR-4 and ISR-5, as the case may be. The said forms can be downloaded by visiting htps://mdpl.in.

1. The Board of Directors has recommended final dividend of Rs 2.50 .per equity share of Rs. 10/each for the financial year ended 31st March 2023 subject to approval of the members at the 41st AGM.

2. Pursuant to the relevant provisions of the Income Tax Act, 1961 (‘the IT Act’), dividend income is taxable in the hands of shareholders and the Company is required to deduct tax at source from the dividend paid to shareholders at the prescribed rates in the IT Act. The shareholders are requested to update their PAN as stated in clause 16 above.

For further details, members may refer to the ‘Communication on TDS on Dividend Distribution’ appended to this Notice of the 41st AGM.

1. Dividend, if any, approved by the members or declared by the Board of Directors of the Company from time to time will be paid as per the mandate registered with Company or with their respective Depository Participant(s).

2. Members holding shares in physical form, who have not updated their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service (‘Electronic Bank Mandate’) or any other electronic means, should submit Form ISR-2 for updating their Bank details with the Company / RTA. For members holding shares in demat mode, please update your Electronic Bank mandate through your Depository Participant(s). Form ISR-2 is available on weblink - htps://mdpl.in

3. In the event the Company is unable to pay the dividend to any member directly in their bank account through Electronic Clearing Service or any other electronic means, due to nonregistration of the Electronic Bank Mandate or any other reason whatsoever, the Company shall dispatch the dividend warrant / Bankers’ cheque / demand draft to such member, as soon as possible.

4. Members are requested to note that dividends, if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund (IEPF).

5. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend remains unpaid or unclaimed for seven consecutive years are to be transferred by the Company to the designated Demat Account of the IEPF Authority (‘IEPF Account’) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account.

6. The unpaid / unclaimed dividend in respect of Interim Dividend 2015-16 and shares in respect of which dividend remains unpaid or unclaimed for seven consecutive years is due to be transferred to IEPF Authority and IEPF Account respectively on 21st April 2023. The Company had been sending reminders to members having unpaid / unclaimed dividends as per the requirements of the Act before such transfer. The details of such unclaimed dividend and shares transferred are uploaded on the website of the Company.

7. The Company has also uploaded details of unpaid and unclaimed dividend amounts pertaining to remaining years lying with the Company on the website of the Company, www. dsl-india.com and also on the website of the Ministry of Corporate Affairs.

8. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which directors are interested, maintained under Section 189 of the Act shall be made available at the commencement of the meeting and shall emain open and accessible to the members during the continuance of the 41st AGM.

9. Shri Ajay Arora, Practicing Company Secretary (Membership No. FCS 2191 and Certificate of Practice No. 993) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

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31. VOTING THROUGH ELECTRONIC MEANS

• a) In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, Regulation 44 of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is providing its members, the facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-voting services. The facility of casting votes by a member using remote e-voting as well as e-voting during the AGM will be provided by CDSL.

• b) The remote e-voting period commences on Saturday, 8th July, 2023 (9:00 am) and ends on Tuesday, 11th July 2023 (5:00 pm) . During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, 5th July 2023 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by

the member, the member shall not be allowed to change it subsequently.

• (i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (ii) In terms of 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 account(s) / websites of Depositories / Depository Participant(s) (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 thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

• (iii) Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securites in Demat mode withCDSL	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their existng user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The URL for users to login to Easi / Easiest arehtps://web.cdslindia.com/myeasi/home/loginor visit www.cdslindia.comand click on Login icon and select New System Myeasi.

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Type of shareholders		Login Method
	2) 3) 4)	Afer successful login the Easi / Easiest user will be able to see the e-Votng opton for eligible companies where the e-Votng is in progress as per the informaton provided by Company. On clicking the e-Votng opton, the user will be able to see e-Votng page of the e-Votng service provider for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. Additonally, there is also links provided to access the system of all e-Votng Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Votng service providers’ website directly. If the user is not registered for Easi/Easiest, opton to register is available at htps://web.cdslindia.com/myeasi/Registraton/EasiRegistraton Alternatvely, the user can directly access e-Votng page by providing Demat Account Number and PAN No. from a e-Votng link available onwww.cdslindia. comhome page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the e-Votng is in progress and also able to directly access the system of all e-Votng Service Providers.
Individual Shareholders holding securites in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:htps:// eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ secton. A new screen will open. You will have to enter your User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services. Click on “Access to e-Votng” under e-Votng services and you will be able to see e-Votng page. Click on Company name or e-Votng service provider name and you will be re-directed to e-Votng service provider website for castng your vote during the remote e-Votng period or joining virtual meetng & votng during the meetng. If the user is not registered for IDeAS e-Services, opton to register is available at htps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Votng website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on Company name or e-Votng service provider name and you will be redirected to e-Votng service provider website for castng your vote during the remote e-Votng period orjoiningvirtual meetng& votngduringthe meetng

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Type of shareholders

Login Method

Individual Shareholders (holding securites in demat mode) login through theirDepository Partcipants

You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. Afer Successful login, you will be able to see e-Votng opton. Once you click on e-Votng opton, you will be redirected to NSDL/CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on Company name or e-Votng service provider name and you will be redirected to e-Votng service provider website for castng your vote during the remote e-Votng period or joining virtual meetng& votngduringthe meetng.

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. CDSL and NSDL

Login type	Helpdesk details	Helpdesk details	Helpdesk details
Individual Shareholders holding securites in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evotng@cdslindia. com or contact at 022- 23058738 and 022-23058542-43 or call toll free no. : 1800 22 55 33.
Individual Shareholders holding securites in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevotng@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
(iv) (iv) Login method for e-Votng and joining virtual meetng for shareholders other than individual shareholders holding in Demat form & physical shareholders. 1) The shareholders should log on to the e-votng websitewww.evotngindia.com. 2) Click on “Shareholders” module. 3) Now enter your User ID a. For CDSL: 16 digits benefciary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. 3) Next enter the Image Verifcaton as displayed and Click on Login.		www.evotngindia.com and voted on an earlier e-votng of any Company, then your existng password is to be used. 4) If you are a frst-tme user follow the steps given below:
			For Shareholders holding shares in Demat Form other than individual and Physical Form
		PAN	Enter your 10 digit alpha- numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Partcipant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

• 5) If you are holding shares in demat form and had logged on to

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• Dividend Enter the Dividend Bank Details Bank or Date of Birth (in dd/mm/ Details OR yyyy format) as recorded in Date of your demat account or in the Birth (DOB) Company records in order to login. • If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

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

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

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

• (viii) Click on the EVSN for the Company Name.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option

• YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) Facility for Non – Individual Shareholders and Custodians – Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotngindia.com and register themselves in the “Corporates” module.

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

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the

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account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evotng@cdslindia. com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; puneeta.arora@dslindia. in (designated email address by Company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. Facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on ‘first come first serve’ basis.

2. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

3. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will

4. be displayed after successful login as per the instructions mentioned above for Remote e-voting.

5. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

6. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

7. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

8. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

9. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (Company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (Company email id). These queries will be replied to by the Company suitably by email.

10. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

11. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate to ensure the smooth conduct of 41st AGM.

12. Only those shareholders, who are present in the AGM through VC/OAVM facility and have

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not caste their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

1. If any Votes are cast by the shareholders through the e-Voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the Votes cast by such shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evotng@ cdslindia.com or contact at 022- 23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evotng@cdslindia.com or call on 022-23058542/43 or call toll free no. 1800 22 55 33.

OTHER GUIDELINES

• I) Any person, who acquires shares of the Company and becomes a member of the Company after mailing of the Notice and is holding shares as on the cut off date, may obtain the login ID and password by sending an email to mdpldc@ yahoo.com.

• II) A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut off date only shall be entitled to avail the facility of remote e-voting or voting at the meeting.

• III) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotngindia.com, under help section or write an email to helpdesk.evotng@ cdslindia.com or contact Mr. Nitin Kunder (02223058738 ) or Mr. Mehboob Lakhani (02223058543) or Mr. Rakesh Dalvi (022-23058542). or contact Shri Ramen Patra, Manager, M/s. Maheshwari Datamatics Private Limited, 23, R. N. Mukherjee Road, 5th Floor, Kolkata – 700 001, Telephone : (033)22435029, (033)22433809, (033) 22482248, Mobile - 80170 58433, E-mail – mdpldc@yahoo.com.

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors appoint a Cost Auditor on the recommendations of the Audit Committee. The remuneration recommended by the Audit Committee is considered and approved by the Board of Directors, and is required to be ratified by the members of the Company.

On the recommendation of Audit Committee, the Board, at its meeting held on 24.05.2023 has considered and approved appointment of M/s. Shakti K. & Associates, Cost Accountants for the conduct of Cost Audit of the Company for the financial year 2023-24 at a remuneration of Rs. 71,500/- (Rupees Seventy One Five Thousand Only) excluding Goods and Services Tax (GST) and out of pocket expenses.

The resolution at Item no. 4 of the Notice is set out as an Ordinary Resolution for approval and ratification by the members in terms of Section 148 of the Companies Act, 2013.

The Board of Directors commends the Ordinary Resolution set out at Item no. 4 of the accompanying Notice for approval of the members.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in the resolution set out at Item no. 4.

ITEM NO. 5

The existing tenure of Shri Pradip Kumar Daga, designated as “Chairman and Managing Director” will be expiring on 15th April, 2024. The Board of Directors of the Company at their meeting held on 24.05.2023, in terms of the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee, approval of the Audit committee and subject to the approval of the members, has recommended re-appointment of Shri Pradip Kumar Daga as a “Chairman and Managing Director” for a period of five years commencing from 16th April, 2024.

Shri Pradip Kumar Daga, aged 86 years is an eminent Industrialist having vast Industrial experience in

diverse fields like Tea, Textile and Engineering etc. It is to be noted that Shri Pradip Kumar Daga also holds the responsible position of Chairman and Managing Director of Deepak Industries Limited and he is not drawing any remuneration from Deepak Industries Limited. He is also a Director in Longview Tea Company Limited.

Shri Pradip Kumar Daga has a shareholding of 150934 equity shares of Rs 10/- in the Company as Karta Pradip Kumar Daga HUF and 103805 equity shares of Rs. 10/- each as Partner of Bansidhar Daga & Co. as on 31st March 2023.

In the opinion of the Board of Directors, Shri Pradip Kumar Daga’s continued role as Chairman and Managing Director is highly recommended considering the significant contribution made by him to the progress of the Company and to continue to avail benefits of his skill, vast experience and expertise. It is therefore, proposed to re-appoint him as Chairman and Managing Director for a period of five years with effect from 16th April, 2024. The approval of the members is being sought to the terms, conditions and stipulations for this appointment.

The Principle terms and conditions of his appointment are as follows:-

1. Tenure of Re-appointment

The re-appointment of Shri Pradip Kumar Daga as ‘Chairman and Managing Director’ is for a period of five years with effect from 16th April 2024 till 15th April 2029.

2. Remuneration

Shri Pradip Kumar Daga shall be paid remunerations as per the terms and conditions given below.

Basic Salary: Rs. 13,31,000/- per month with annual increment of 10% of the last basic salary beginning from 1st April each year.

Shri Pradip Kumar Daga will not be entitled to any sitting fee for attending Meetings of the Board of Directors or any Committee thereof.

Other Benefits:

I Perquisites/ Allowances to be considered in

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the computation of ceilings of remuneration specified in Schedule V to the Companies Act, 2013 in force

• 1) Leave Travel Concession for the Chairman and Managing Director and his family in India and abroad once in a year in accordance with the rules of the Company.

• 2) Reimbursement of Club fees subject to maximum of two clubs.

• 3) Medical Reimbursement:

  • a) Reimbursement of medical expenses incurred by the Chairman and Managing Director for the medical treatment for self and dependent family members.

  • b) The Company shall bear his and his dependent family members’ total hospitalization expenses in India and abroad.

• 4) Personal Accident Insurance for self and dependent family members subject to maximum premium of Rs. 20,000/- per year or as may be decided by the Board.

• II Perquisites/ Allowances which shall not be considered in computation of ceilings of remuneration specified in relevant schedule to the Companies Act in force-

• i) Contribution to Provident Fund, superannuation fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• ii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

• iii) Encashment of leave at the end of the tenure,

• III Provision of car with driver and telephone at residence for use for Company’s business will not be considered perquisites.

• IV Reimbursement of entertainment, travelling and related expenses and electronic communication facilities by all available modes incurred for the business of the Company as well as traveling

• expenses of spouse accompanying Managing Director on any official overseas or domestic travels.

• V Retirement benefits including monthly cash payments as may be decided by the Board at the time of retirement which would include housing and upkeep thereof, personal secretary, car with driver, etc.

• VI Remuneration to Shri Pradip Kumar Daga may be revised and altered in any manner as the Board may deem fit during his tenure and no further consent of the shareholders be taken if the new remuneration after such revision and alteration does not exceed the limits as stipulated in Section 197 read with Schedule V to the Companies Act 2013.

• VII Overall Remuneration : The aggregate of Salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under section 197 read with schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be for the time being in force.

• Other Terms of Appointment

• i) Shri Pradip Kumar Daga shall, subject to the superintendence, control and direction of the Board, perform and discharge such duties and responsibilities as may be entrusted to him by the Board of Directors.

• ii) The appointment may be terminated by either party by giving three months’ notice in writing to the other party.

• iii) The period of office of Shri Pradip Kumar Daga shall be liable to determination by retirement of Directors by rotation. If Shri Daga is re-appointed as a Director, immediately on retirement by rotation he shall continue to hold office of “Chairman and Managing Director” and such re-appointment as Director shall not be deemed to constitute break in his appointment as “Chairman and Managing Director”.

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In view of the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (corresponding to Sections 198, 269, 309 and any other applicable provisions of the Companies Act, 1956), the Board recommends the Special Resolution set out at item no. 5 of the accompanying Notice for the approval of the Members. The reappointment of Shri Daga is appropriate and in the best interest of the Company.

The Register maintained in pursuance of Section 189 of the Companies Act, 2013 (erstwhile section 301 of the Companies Act, 1956) referred below, would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday, up to and including the date of the Annual General Meeting.

This Explanatory Statement together with the annexure accompanying Notice may also be regarded as a disclosure under Regulation 36 of the Listing Regulations.

The above may be treated as a written memorandum setting out the terms of payment of remuneration to Shri Pradip Kumar Daga under Section 190 of the Companies Act, 2013.

The above may also be treated as Disclosure required under Section 196 (4) of the Act, 2013, and Secretarial Standard-2.

The Directors commend the Resolution as set out at Item no. 5 for the approval of the members of the Company as a Special Resolution.

Except Shri Pradip Kumar Daga, being the appointee, Shri Yashwant Kumar Daga, Smt. Asha Devi Daga and Shri Shantanu Daga being relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

ITEM NO. 6

Shri Shantanu Daga (DIN 08757724) a relative of Shri Yashwant Kumar Daga, Shri Pradip Kumar Daga and Smt Asha Devi Daga, Directors of the Company is associated with the Company since more than ten years and currently is Non-Executive Director of the Company.

Pursuant to provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (‘the Act’), read with Schedule V of the Act and the rules made thereunder including the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as per Articles of Association of the Company, as recommended by Nomination and Remuneration Committee, approved by Audit Committee, the Board of Directors of the Company at their meeting held on 15.04.2023, appointed Shri Shantanu Daga as Wholetime Director, for a period of five years commencing from 15th April 2023, subject to the approval of the shareholders.

Shri Shantanu Daga, holding a degree of Bachelor of Science, Economics-Finance, from Bentley University, Waltham, Massachusetts, USA, has been associated with the Company since a long time and has in depth knowledge of textile industry.

Shri Shantanu Daga is not a Director of any other Company and is not a member of Audit Committee or Stakeholders Relationship Committee of any listed Company. He is holding 29615 shares in the Company.

The Principle terms and conditions of his appointment are as follows:-

1. Tenure of Appointment

The appointment of Shri Shantanu Daga as ‘Whole Time Director’ is for a period of five years with effect from 15th April 2023 till 14th April 2028.

2. Remuneration.

Shri Shantanu Daga shall be paid remunerations as per the terms and conditions given below.

Basic Salary: Rs. 514250/- per month with annual increment of 10% of the last basic salary beginning from 1st April each year.

Shri Shantanu Daga will not be entitled to any sitting fee for attending Meetings of the Board of Directors or any Committee thereof.

Other Benefits:

• I Perquisites/ Allowances to be considered in the computation of ceilings of remuneration specified in Schedule V to the Companies Act, 2013 in force

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• 1) Leave Travel Concession for the Whole Time Director and his family in India and abroad once in a year in accordance with the rules of the Company.

• 2) Reimbursement of Club fees subject to maximum of two clubs.

• 3) Rent free accommodation.

• 4) Medical Reimbursement:

  • c) Reimbursement of medical expenses incurred by the Whole Time Director for the medical treatment for self and dependent family members.

  • d) The Company shall bear his and his dependent family members’ total hospitalization expenses in India and abroad.

• 5) Personal Accident Insurance for self and dependent family members subject to maximum premium of Rs. 20,000/- per year or as may be decided by the Board.

• II Perquisites/ Allowances which shall not be considered in computation of ceilings of remuneration specified in relevant schedule to the Companies Act in force-

• i) Contribution to Provident Fund, superannuation fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• ii) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

• iii) Encashment of leave at the end of the tenure,

• III Provision of car with driver and telephone at residence for use for Company’s business will not be considered perquisites.

• IV Reimbursement of entertainment, travelling and related expenses and electronic communication facilities by all available modes incurred for the business of the Company as well as traveling expenses of spouse accompanying Whole Time Director on any official overseas or domestic travels.

• V Retirement benefits including monthly cash payments as may be decided by the Board at the time of retirement which would include housing and upkeep thereof, personal secretary, car with driver, etc.

• VI Remuneration to Shri Shantanu Daga may be revised and altered in any manner as Board may deem fit during his tenure and no further consent of the shareholders be taken if the new remuneration after such revision and alteration does not exceed the limits as stipulated in Schedule V to Companies Act 2013.

• VII Overall Remuneration : The aggregate of Salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed under sections 197, 198 read with schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be for the time being in force.

3. Other Terms of Appointment

• i) Shri Shantanu Daga shall be under direct reporting to the Joint Managing Director, while being under overall control and supervision of the Board of Directors..

• ii) The period of office of Shri Shantanu Daga shall be liable to determination by retirement of Directors by rotation. If Shri Shantanu Daga is re-appointed as a Director, immediately on retirement by rotation he shall continue to hold office of Whole-time Director and such re-appointment as Director shall not be deemed to constitute break in his appointment as a Whole-time Director.

In view of his qualification and experience and his contribution in the business development and growth of the Company, the Board recommends confirmation of appointment of Shri Shantanu Daga as Whole Time Director for a period of five years from from 15th April 2023 till 14th April 2028 on the terms stated above. The Board is of the opinion that the appointment of Shri Shantanu Daga is appropriate and is in the best interest of the Company.

The Board recommends that the resolution set out at Item no. 6 of the accompanying Notice relating to

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appointment of Shri Shantanu Daga as Whole Time Director, be passed as a Special Resolution.

The Register of Contracts maintained in pursuance of Section 189 of the Companies Act, 2013 (erstwhile section 301 of the Companies Act, 1956) referred below, would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday, up to and including the date of the Annual General Meeting.

This Explanatory Statement together with the annexure accompanying Notice may also be regarded as a disclosure under Regulation 36 of the Listing Regulations.

The above may be treated as a written memorandum setting out the terms of payment of remuneration to Shri Shantanu Daga under Section 190 of the Companies Act, 2013.

The above may also be treated as Disclosure required under Section 196(4) of the Act, 2013, and Secretarial Standard-2.

Except Shri Shantanu Daga, being the appointee and Shri Yashwant Kumar Daga, Shri Pradip Kumar Daga and Smt. Asha Devi Daga being relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 6.

ITEM NO. 7

The Board of Directors in its meeting held on 15th April 2023, on the recommendation of Nomination and Remuneration Committee, appointed Shri Sharad Agarwal (DIN – 06490590), as an Additional Director in the category of Independent Director under Section 161(1) of the Companies Act, 2013 and Article 101 of the Articles of Association of the Company as an Independent Non-executive Director of the Company for five consecutive years under Section 149 of the Companies Act, 2013 with effect from 15th April 2023. His appointment is subject to the approval of the shareholders.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Shri Sharad Agarwal being eligible and offering himself for appointment is proposed to be appointed as an

Independent Director for a term of five consecutive years with effect from 15h April 2023 up to 14th April 2028.

The Company has also received a declaration from Shri Agarwal that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of the Listing Regulations.

The Board of Directors of your Company is of the opinion that Shri Agarwal fulfils the conditions specified in the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), for his appointment as an Independent Non-Executive Director of the Company. He is not holding any shares in the Company.

Shri Sharad Agarwal, aged 43 years, is a Chartered Accountant by profession. He has worked for around 10 years with M/s. Lodha & Co, Chartered Accountants and currently has his own management consultancy firm in addition to practice as Chartered Accountant since past ten years. Shri Agarwal, besides being a qualified Chartered Accountant, is also a qualified Company Secretary, an Insolvency Professional and a Registered Valuer registered with Insolvency and Bankruptcy Board of India. The Board is of the opinion that his association would be of immense benefit to the Company and it is desirable to appoint Shri Agarwal as an Independent Director. The Board at present has all the skills such as marketing, commercial, legal, financial etc., Shri Agarwal being a professional with exposure in various fields, will bring with him immense experience to the Company in the areas of management consultation, valuation, finance and compliances.

Accordingly, the Board commends the resolution set out at Item No. 7 in relation to appointment of Shri Sharad Agarwal as an Independent Non-Executive Director, for the approval by the shareholders of the Company as a Special Resolution.

In line with the Company’s Nomination and Remuneration Policy, Shri Agarwal will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, reimbursement of expenses for participation in the Board meetings and commission on annual basis of such sum as may be

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approved by the Board of Directors and shareholders within the overall limits under Companies Act, 2013 up to 1% of the net profits of the Company during any financial year, in aggregate payable to Non-Executive Directors. Details of remuneration paid to NonExecutive Directors shall be disclosed as part of the Annual Report.

This Explanatory Statement together with the annexure accompanying Notice may be regarded as a disclosure under Regulation 36 of the Listing Regulations.

Except Shri Sharad Agarwal being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7.

By Order Of the Board For Deepak Spinners Limited

Puneeta Arora Place: Chandigarh Company Secretary Date : 24.05.2023 FCS -7466

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DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING FIXED ON WEDNESDAY, 12TH JULY 2023 AS REQUIRED UNDER REGULATION 36(3) OF THE LISTING REGULATIONS:

EGULATIONS:
Name of Director	Shri Pradip Kumar Daga	Shri Yashwant Kumar Daga	Shri Shantanu Daga	Shri Sharad Agarwal
Director Identfcaton Number (DIN)	00040692	00040632	08757724	06490590
Date of Birth	24-04-1937	07-03-1961	14-02-1986	29-01-1979
Date of Original Appointment	25-03-1982	19-02-1998	09-11-2020	15-04-2023
Qualifcaton	B.Com (Hon’s)	B.Com (Hon’s)	Bachelor of Science, Economics-Finance, from Bentley University, Waltham, Massachusets, USA.	1. Member of The Insttute of Chartered Accountants of India, 2. Member of The Insttute of Company Secretaries of India, 3. Registered valuer registered with Insolvency and Bankruptcy Board of India. 4. I n s o l v e n c y p r o f e s s i o n a l registered with Insolvency and Bankruptcy Board of India.
Number of Board Meetngs atended duringtheyear	4	5	4	0
No. of Shares held by him in the Company (As on 31..03.2023)	As Partner in Bansidhar Daga & Co. – 150934 equity shares of Rs. 10/- each As Karta in Pradip Kumar Daga HUF – 103805 equity shares of Rs. 10/- each	986555 equity shares of Rs. 10/- each	29615 equity shares of Rs. 10/- each	Nil

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Experience in Specifc Functonal Area	Industrialist with rich and varied business experience in the feld of textles, engineering, tea, etc.	Industrialist with rich and varied experience in Tea, Textles, Spinning, Renewable Power and Engineering	Industrialist with experience in the feld of Textles.	Chartered Accountant with experience in management c o n s u l t a t o n , valuaton, fnance and compliances
List of other Directorships held	1. Deepak Gears Pvt. Ltd. (Ceased on 28.05.2021) 2. Longview Tea Company Limited 3. Deepak Industries Ltd.	1. Brua Hydrowat Pvt.Ltd. 2. Contransys Pvt. Ltd. 3. Longview Tea Co. Ltd. 4. Merlin Holdings Pvt. Ltd. 5. HGI Industries Ltd. 6. Mint Investments Limited 7. The Magadh Sugar & Energy Limited 8. Deepak Industries Limited 9. Narsinh Holdings Pvt. Ltd. (ceased on 28.5.2021) 10. Deepak Gears Pvt. Ltd (ceased on 28.5.2021)	Nil	1. A1 Human Wealth M a n a g e m e n t Private Limited 2. Shree Vita Viniyog Private Limited 3. AS Infosol Private Limited
Chairman/Member of the Commitees of Board of Directors of the Company#	Nil	Audit Commitee (Member) Stakeholders Relatonship Commitee (Member)	Nil	Nil
Chairman/Member of the Commitees of Board of Directors of other Companies n which he is a Director#	Longview Tea Company Limited (Member – Audit Commitee )	1. HGI Industries Limited Audit Commitee – Member S t a k e h o l d e r s ’ R e l a t o n s h i p Commitee – Member	Nil	Nil

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		2. Mint Investments Limited Audit Commitee – Member S t a k e h o l d e r s ’ R e l a t o n s h i p Commitee – Member 3. Magadh Sugar & Energy Limited Audit Commitee – Member S t a k e h o l d e r s ’ R e l a t o n s h i p Commitee – Member 4. Longview Tea Co. Ltd. Stakeholders’ R e l a t o n s h i p Commitee – Chairman 5. Deepak Industries Limited Audit Commitee - Member
Relatonship between Directors nd other Key Managerial Personnel	Related to Shri Yashwant Kumar Daga as father, to Smt. Asha Devi Daga as husband, to Shri Shantanu Daga as Co-parcerner in Pradip Kumar Daga HUF	Related to Shri Pradip Kumar Daga and Smt. Asha Devi Daga as son. Related to Shri Shantanu Daga as father.	Related to Shri Yashwant Kumar Daga as son. Related to Shri Pradip Kumar Daga and Smt. Asha Devi Daga as Co-parcerner in Pradip Kumar Daga HUF	Nil

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erms and onditons of ppointment / eappointment long with details f remuneraton ast drawn by such erson	Terms and conditons of reappointment are as per Nominaton and Remuneraton Policy of the Company and As per Board Resoluton passed on 24.05.2023 and consent of shareholders by special resoluton to be passed in the Annual General Meetng to be held on 24.05.2023. Remuneraton drawn by him during the fnancial year 2022-23 was Rs. 137.98 Lacs.	Nil	Terms and conditons of reappointment are as per Nominaton and Remuneraton Policy of the Company and As per Board Resoluton passed on 15.04.2023 and consent of shareholders by special resoluton to be passed in the Annual General Meetng to held on 24.05.2023. Remuneraton drawn by him during the fnancial year 2022- 23 was Rs. 59.33 Lacs which mainly comprised of gratuity, leave encashment etc, paid in respect of his previous tenure as Whole Time Director.	Eligible for sitng fees and commission as approved by Board of Directors.

Committee positions only in Audit Committee and Stakeholders Relationship Committee in Public Companies have been considered.

By Order Of the Board For Deepak Spinners Limited

Place: Chandigarh Date : 24.05.2023

Puneeta Arora Company Secretary FCS -7466

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DEEPAK SPINNERS LIMITED

CIN NO. L17111HP1982PLC016465

Regd. Office: 121 Industrial Area,Baddi, Tehsil Nalagarh District Solan, Himachal Pradesh-173205 Telephone nos. 0172 2650973, 2650974, 2650977 Website: www.dsl-india.com Email: puneeta.arora@dslindia.in

Dear Member,

Sub: Communication of deduction of tax at source on Dividend

The Board of Directors of the Company at its Meeting held on 24th May, 2023, recommended payment of dividend of Rs. 2.50 per equity share of Rs. 10.00 each for the year ended 31st March 2023. The dividend will be paid to the members of the Company after declaration of dividend at the Annual General Meeting of the Company scheduled on 12th July 2023 .

The Register of Members and Share Transfer Books will remain closed from Thursday, 6th July 2023 to Wednesday, 12th July 2023 (both days inclusive) for determining the eligibility of members for payment of dividend. Payment of dividend, if approved at the Annual General Meeting, will be made to those members whose names will be on the Company’s Register of Members on Wednesday, 5th July, 2023 and to those whose names will appear as Beneficial Owners as at the close of the business hours on Wednesday, 5th July, 2023 as per the details to be furnished by the Depositories, viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose.

Pursuant to the General Circular No. 20/2020 dated 5th May 2020 issued by Ministry of Corporate Affairs, the dividend will be paid electronically in the Members bank accounts. The Members holding shares in demat form are advised to keep the bank details updated with their depository participants.

Members holding shares in Certificate Form and who have not updated their bank accounts details are requested to update bank details with the Company’s Registrar and Transfer Agents, M/s. Maheshwari Datamatics Pvt. Ltd., 23 R.N. Mukherjee Road, 5th Floor, Kolkata-700001 in the following manner :

You are requested to send them duly completed ISR 1 and ISR 2 (https://mdpl.in) with signature of the holders attested by your banker along with a cancelled cheque leaf with your name, account no. and IFSC Code printed thereon. In case your name is not printed on the cheque leaf, you are requested to send additionally bank attested copy of your pass book / bank statement showing your name, account no and IFSC Code.

In accordance with the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with effect from 1st April 2020, dividend declared and paid by the Company is taxable in the hands of its members and the Company is required to deduct tax at source (TDS) from dividend paid to the members at the applicable rates.

This communication summarises the applicable TDS provisions in accordance with the provisions of the Income tax Act, 1961, for various categories, including Resident or Non-Resident members.

1) For Resident Members:

Srl	Partculars	Applicable Rate	Documents required(if any)
a) i i i	No TDS shall be deducted n the case of resident ndividual members, if the amount of such dividend n aggregate paid or likely to be paid during the fnancial year does not exceed Rs. 5,000.	NIL

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Srl	Partculars	Applicable Rate	Documents required(if any)	Documents required(if any)
(b)	With PAN (Exceeding Rs. 5000/-)	10.0%	Update/Verify the PAN, and the residental status as per Income Tax Act, 1961 if not already done, with the depositories (in case of shares held in demat mode) and with the Company’s Registrar and Transfer Agents – Maheshwari Datamatcs Pvt. Ltd. (in case of shares held in physical mode). Or click on the following link : htps://mdpl.in
(c)	Without PAN/Invalid PAN	20%
(d)	Submitng Form 15G/ Form 15H	NIL	Declaraton in Form No. 15G (applicable to any person other than a company or a frm) / Form 15H (applicable to an Individual who is 60 years and older), fulflling certain conditons. Shareholders may click on the followinglink for claimingExemptons:htps://mdpl.in
(e)	Submitng Order under Secton 197 of the Income Tax Act, 1961 (Act)	Rate provided in the Order	Lower/NIL withholding tax certfcate obtained from tax authority to be submited through the following link : htps://mdpl.in
(f)	Mutual Fund specifed under clause (23D) of Secton 10 of the Income Tax Act, 1961	NIL	Self-declaraton that they are specifed in Secton 10 (23D) of the Income Tax Act, 1961 along with self- atested copy of PAN card and registraton certfcate to be submited through the following link :htps://mdpl. in
(g)	An Insurance Company exempted under Sec. 194 of the Income Tax Act, 1961	NIL	Self-declaraton that it has full benefcial interest with respect to the shares owned by it and documentary evidence that the provisions of secton 194 of the Act are not applicable to them along with Self Atested PAN by submitng the documents through the following link :htps://mdpl.in
(h)	Alternatve Investment Fund (AIF) established in India	NIL	Documentary evidence to prove that Investment Fund is a fund as defned in clause (a) of the Explanaton 1 of secton 115UB of the Act and Declaraton that its Dividend Income is exempt under Secton 10 (23FBA)of the Act and that they are established as Category I or Category II AIF under the Securites and Exchange Board of India (Alternatve Investment Fund) Regulatons. Documents to be submited through the following link :htps://mdpl.in
(i)	New Pension System Trust:	NIL	Self-declaraton that it qualifes as NPS trust and income is eligible for exempton under secton 10(44) of the Act and being regulated by the provisions of the Indian Trusts Act, 1882along with self-atested copy of the PAN card to be submited through the following link www.mdpl.in

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Srl	Partculars	Applicable Rate	Documents required(if any)
(j)	Other Resident Individual/Non-Individual shareholders who is exempted from TDS provisions through any circular/notfcaton issued by any Statutory Authority	NIL	Self-atested copy of documentary evidence supportng the exempton along with self-atested copy of PAN card to be submited through the following linkwww.mdpl. in

Recording of the valid Permanent Account Number (PAN) for the registered Folio/DP ID-Client ID is mandatory. If the PAN is not as per the database of the Income-Tax Portal, it would be considered as invalid PAN and in absence of valid PAN, tax will be deducted at a higher rate of 20% as per Section 206AA of the Act.

Shareholders are requested to ensure Aadhaar number is linked with PAN, as per the timelines prescribed. In case of failure of linking Aadhaar with PAN within the prescribed timelines, PAN shall be considered inoperative and, in such scenario, tax shall be deducted at higher rate of 20%.

2) For Non-Resident Members:

Sr.	Partculars	Applicable Rate	Documents required(if any)
(a)	TDS shall be Deducted/ Withheld	20% (plus applicable surcharge and cess)
(b)	Foreign Insttutonal Investors (FIIs) / Foreign Portolio Investors (FPIs) Investors(FPIs)	20% (plus applicable surcharge and cess)	Self Atested Copy of SEBI Registraton Certfcate.
(c)	Other Non-resident Shareholders	20% (plus applicable surcharge and cess) OR Tax Treaty Rate (which ever is less)	Update/Verify the PAN and the residental status as per Income Tax Act, 1961, if not already done, with the depositories (in case of shares held in demat mode) and with the Company’s Registrar and Transfer Agents – Maheshwari Datamatcs Pvt Ltd. (in case of shares held in physical mode). In order to apply the Tax Treaty rate, ALL the following documents would be required: 1) Copy of Indian Tax Identfcaton number (PAN). 2) Tax Residency Certfcate (TRC) obtained from the tax authorites of the country of which the shareholder is a resident certfying status during Financial Year 2022-23. 3)Form 10F dulyflled and signed(Format atached herewith).

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Sr.	Partculars	Applicable Rate	Documents required(if any)
		Non-resident shareholders have the opton to be governed by the provisions of the Double Tax Avoidance Agreement (“DTAA”) between India and the country of tax residence of the shareholder, if the DTAA provisions are more benefcial.	4) Self-declaraton from Non-resident, primarily covering the following: i. Shareholder is and will contnue to remain a tax resident of the country of its residence during the Financial Year 2023- 24; ii. Shareholder is eligible to claim the benefcial DTAA rate for the purposes of tax withholding on dividend declared by the Company; iii. Shareholder has no reason to believe that its claim for the benefts of the DTAA is impaired in any manner; iv. Shareholder is the ultmate benefcial owner of its shareholding in the Company and dividend receivable from the Company; and v. Shareholder does not have a taxable presence or a permanent establishment in India during the Financial Year 2023-24. In case of shareholder being tax resident of Singapore, please furnish the leter issued by the competent authority or any other evidences demonstratng the non-applicability of Artcle 24 - Limitaton of Relief under India-Singapore DTAA. Click on the followingLink:htps://mdpl.in
(d)	Submitng Order under Secton 197 of the Income Tax Act, 1961(Act)	Rate provided in the Order	Lower/NIL withholding tax certfcate obtained from tax authority to be submited through the following link: htps://mdpl.in

The Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on dividend amounts. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by Non-Resident member.

Tax shall be deducted at source at the rate of 20% (plus applicable surcharge, and health and education cess) on dividend payable to Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI). Such TDS rate shall not be reduced on account of the application of the beneficial DTAA Rate or lower tax deduction order, if any.

SECTION 206AB OF THE ACT

Rate of TDS @10% u/s 194 of the Act is subject to provisions of Section206AB of the Act (effective from 1st July, 2021) which introduces special provisions for TDS in respect of taxpayers who have not filed their income-tax return (referred to as specified persons). U/s 206AB of the Act, tax is to be deducted at higher

of the following rates in case of payments to the specified persons:

• at twice the rate specified in the relevant provision of the Act; or

• at twice the rate or rates in force; or

• at the rate of 5%.

In cases where Sections 206AA and 206AB are applicable i.e. the shareholder has not submitted the PAN as well as not filed the return then tax will be deducted at higher of the two rates prescribed in the sections.

“Specified person” as defined u/s 206AB(3) is someone who satisfies the following conditions:

1. If a shareholder has not furnished the return of income for the assessment year relevant to the previous year immediately preceding the financial year in which tax is required to be deducted, for which the time limit for furnishing

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the return of income under sub-section (1) of section 139 has expired for which the time limit of filing original return of income has lapsed.

and

1. TDS deducted in his case in the aforesaid previous year exceeded Rs. 50,000.

Non-resident shareholders who do not have permanent establishment in India are excluded from the scope of a “specified person”.

Please note that the information regarding whether a shareholder is a specified person or not will be determined using the specified functionality of the Income Tax Department. Accordingly, it is advised that non-residents who have not filed their income tax returns in the past years, provide a declaration stating that they do not have a permanent establishment in India.

All the links given above will be disabled on Thursday, 6th July, 2023.

For all Members:

Members holding shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.

Only scanned copies of the afore mentioned tax relief documents such as PAN, Forms 15G/15H/10F/ Self-declaration/documentary evidence etc. will be accepted by the Company as per link given above. However, the shareholder is required to additionally self-attest the document stating “certified true copy of the original”. If the original Form 15G/15H is required in future, the Company would call for the same from the shareholders.

In case of joint shareholders, the shareholder named first in the Register of Members is required to furnish the requisite documents for claiming any applicable beneficial tax rate.

Any such tax relief documents (PAN/15G/ 15H/10F/ Self Declaration Form) received through any other methods like email or hand delivery will not be considered to determine and deduct appropriate TDS / withholding tax.

Members may note, the documents requested are required to be submitted ONCE in a financial year (April 2023-March 2024), unless there is any change in the status having an impact on TDS rate. Hence, shareholders are requested to submit the forms and documents i.e. PAN/15G/15H/10F/Self Declaration Form and other annexures and relevant prescribed documents, whether ancillary thereto or otherwise, for the financial year 2023-24 after this communication is made, failing which no TDS exemption or lower rate deduction will be available. Shareholders are requested to submit these documents afresh even if similar document has been submitted earlier, failing which no TDS exemption or lower rate deduction will be available. In such case post satisfactory review of the documents, it would be considered for withholding of taxes on dividends.

For removal of any doubt and for the purpose of proper maintenance of records and reckoning the eligible shareholders who will be exempted from tax or taxed at prescribed rate, shareholders are requested to forward the forms and documents i.e. PAN/15G/ 15H/10F/Self Declaration Form and other annexures and relevant prescribed documents only after receipt of this communication till Thursday, 6th July, 2023 . Please note any form/document submitted/furnished prior to this will not be considered and taken into account in this regard.

Members may note that in case the tax on said dividend is deducted at a higher rate in absence of receipt, or insufficiency of the aforementioned details/documents from you, an option is available to you to file the return of income as per Income Tax Act, 1961 and claim an appropriate refund, if eligible. No claim shall lie against the Company for such taxes deducted.

In terms of Rule 37BA of the Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file declaration with the Company in the manner prescribed in the Rules.

Shareholders holding shares in dematerialized mode, are requested to update their records such as tax residential status, permanent account number (PAN), registered email address, mobile number and other details with their relevant depositories through their

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depository participants. Shareholders holding shares in physical mode are requested to furnish details to the Company’s Registrar and Transfer Agent, viz. Maheshwari Datamatics Private Limited (“MDPL”)

The Company is obligated to deduct tax at source based on the records made available by National Securities Depository Limited or Central Depository Services (India)Limited (“the Depositories”) in case of shares held in electronic mode and from the RTA in case of shares held in physical mode and no request will be entertained for revision of TDS return.

Above Communication on TDS sets out the Provisions of Law in a summarized manner only and does not purport to be a complete analysis or listing of all potential Tax consequences. Shareholder should consult with their own Tax Advisors for the Tax Provisions applicable to their particular circumstances

By Order Of the Board For Deepak Spinners Limited

Puneeta Arora Place: Chandigarh Company Secretary Date : 24.05.2023 FCS -7466

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