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Elantas Beck India Ltd Proxy Solicitation & Information Statement 2023

Jun 27, 2023

60882_rns_2023-06-27_02e74f22-f47b-4dff-b6b3-dc4e0fd3bc7a.pdf

Proxy Solicitation & Information Statement

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ELANTAS Beck India Ltd.

147 Mumbai-Pune Road, Pimpri, Pune 411018, India

To, Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Subject: The Notice under Section 110 of the Companies Act 2013 (Notice)

Dear Sir/Madam,

In continuation of our earlier communication dated 21 June 2023, please find enclosed the Notice for Ballot through Remote e-voting, seeking approval of the Members of the Company for appointment of Mr. Sujjain Talwar (DIN: 01756539) as a Director in the capacity of Independent Director of the Company.

The said Notice is also available on the website of the Company.

This is for your kind information and records.

Date

Thanking You,

27 -06- 2023

Page

For ELANTAS Beck India Limited

ABHIJIT Digitally signed by ABHIJIT SATISH SATISH TIKEKAR Date: 2023.06.27 TIKEKAR 22:41:18 +05'30'

______ Abhijit Tikekar Head Legal & Company Secretary (Mem. No. ACS 20213)

1/1

Your contact Abhijit Tikekar

Tel (direct)

+91 20 67190606

Fax (direct)

+91 20 67190793

E-mail

[email protected]

Encl: As above

ELANTAS Beck India Ltd.

147 Mumbai-Pune Road Pimpri Pune 411018, India Tel +91 20 67190600 Fax +91 20 67190792 www.elantas.com

Registered

Registered Office: 147 Mumbai-Pune Road, Pimpri, Pune 411018, India CIN: L24222PN1956PLC134746

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ELANTAS BECK INDIA LIMITED

CIN: L24222PN1956PLC134746 Regd.Office: 147, Mumbai – Pune Road, Pimpri, Pune 411018 Email: [email protected], Tel No.: 020-67190606 Website: https://www.elantas.com/beck-india/

BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India]

Dear Member(s),

Notice is hereby given, pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), read with Rule 20 and Rule 22 the Companies (Management and Administration) Rules, 2014 ('the Rules'), The Secretarial Standard - 2 on General Meetings (Secretarial Standard), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) and other applicable laws, rules and regulations, if any, (including any statutory modification/ amendment thereto or re-enactment thereof for the time being in force) and in conformity with the Circulars issued by the Ministry of Corporate Affairs ("MCA Circulars") and Securities & Exchange Board of India (SEBI Circulars) that the Special Resolution appended below is proposed to be passed by the Members through postal ballot (remote electronic voting).

Further, the MCA has clarified that the requirements provided in rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for companies that are required to provide e-voting facility under the Act while they are transacting any business(es) only by ballot through remote e voting system up to 30 September 2023.

Pursuant to Rule 22 (5) of the Rules, the Board of Directors of the Company has appointed Mr. Prajot Tungare, (Mem. No. FCS5484), partner of Prajot Tungare & Associates, Practicing Company Secretaries, Pune as the Scrutinizer ('Scrutinizer') for conducting the remote e-voting process in a fair and transparent manner. He has communicated his willingness to be appointed and will be available for the said purpose.

Members, to cast their vote by way of e-voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section 'Voting through Electronic Means'. E-voting will commence on 30 June 2023 (9:00 a.m. IST) and will end on 29 July 2023 (5:00 p.m. IST). E- voting platform will be blocked by NSDL at 5.00 p. m. (IST) on 29 July 2023 . The Scrutinizer will submit his report to the Chairman or any other person authorised by the Chairman after the completion of the scrutiny of the votes cast by Electronic Means. The said result will be announced on or before two working days from the closure of Electronic Voting.

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

The results of the voting along with the Scrutinizer's Report will be displayed at the Registered & Corporate Office of the Company, intimated to NSDL and The Bombay Stock Exchange and displayed on the website of the Company.

Pursuant to Section 102 of the Act, the Explanatory Statement pertaining to the Resolution appended below, setting out the material facts concerning the Resolution and the reason thereof is annexed hereto for your consideration.

Special Resolution

To consider and, if thought fit, to give assent/dissent, to the following as a Special Resolution :

“RESOLVED THAT Mr. Sujjain Talwar (DIN:01756539) who was appointed as an Additional Director of the Company effective 22 June, 2023, by the Board of Directors, in terms of Section 161 of the Companies Act, 2013 ('Act') read with the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.

FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended and Regulation 17, 25 and other applicable provisions of the Securities and Exchange

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Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors, consent be and is hereby accorded for appointment of Mr. Sujjain Talwar (DIN: 01756539) who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as an Independent Director of the Company, not liable to retire by rotation, for a period of Five years from 22 June 2023 to 21 June 2028.”

By order of the Board of Directors For ELANTAS Beck India Limited

SD/-

Abhijit Tikekar Head Legal & Company Secretary Membership No. : ACS 20213

Date: 21 June 2023 Place: Pune

Registered Office:

147, Mumbai- Pune Road, Pimpri, Pune 411018 Email : [email protected] Website: https://www.elantas.com/beck-india/

Notes:

1. The Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013, read with the Rules made thereunder, setting out material facts in respect of the proposed Special Resolution as set out in the Notice, is annexed hereto.

  1. In compliance with provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of Companies ( Management and Administration ) Rules, 2014 and in conformity with the Circulars issued by the Ministry of Corporate Affairs ("MCA Circulars") and Securities & Exchange Board of India (SEBI Circulars), the Notice is being sent via e-mail to the Members whose names along with Email IDs appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on 23 June 2023 and available in the records of the Company's Registrar and Share Transfer Agents (in case of physical shareholding) as on that date. The said Members will only be considered eligible for the purposes of electronic voting. A person who is not a Member as on 23 June 2023 should treat this notice for information purposes only.

  2. The date of completion of dispatch of e-mails will be announced through advertisement in Newspapers.

  3. Resolution passed by the Members through the Electronic Voting process under Section 110 of the Companies Act, 2013 , read with rules framed thereunder, is deemed to have been passed on last date of remote e-voting as if they have been passed at a General Meeting of the Members.

  4. In Compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed thereunder, Secretarial Standard and Regulation 44 of the Listing Regulations (including any statutory modification or re-enactment thereof for the time being in force) the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolution through the e-voting service facility arranged by NSDL. The instructions for electronic voting are reproduced in point No.13 of these notes.

  5. The Scrutinizer will submit his report to the Chairman or to any person authorized by him. The result shall be declared within two working days of the closure of electronic voting and also communicated to the Bombay Stock Exchange (BSE) where the shares of the Company are listed and will also be displayed on the Company’s website i.e. https://www.elantas.com/beck-india/about-us.html, Notice Board of the Company at its Registered Office and on the website of NSDL.

  6. The last date for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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  1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, the 23 June 2023 (the cut-off date).

  2. The e-voting period commences on 30 June 2023 (9:00 a.m. IST) and ends on 29 July 2023 (5:00 p.m. IST).

  3. A copy of this Notice has been displayed on the website of the Company at https://www.elantas.com/beckindia/about-us.html , and will remain on such website until the last date of e-voting from the Members. Members may also note that this Notice will also be available on the website of the Stock Exchange where the equity shares of the Company are listed i.e. BSE Ltd. https://www.bseindia.com/.

  4. Details of Director seeking appointment:

Particulars Mr. Sujjain Talwar (DIN : 01756539)
Date of birth 22 March 1964
Date of frst appointment on the
Board
22 June 2023
Qualifcations LL.B, Qualifed as a Solicitor in India and Qualifed as Solicitor, England
and Wales
Expertise in specifc area corporate, infrastructure, hospitalityand banking& fnance laws
Directorships held in other
Companies
2. Alkem Laboratories Limited
4. Integrated Mumbai Business Park (India) Private Limited
1. Carborundum Universal Limited
3. Fomento Resorts & Hotels Limited.
5. Integrated Chennai Business Park (India) Private Limited
Membership/ Chairmanships of
Committees of Other Companies
1. Alkem Laboratories Ltd – Chairman of Stakeholders Relationship
Committee
2. Carborundum Universal Ltd – Member of Audit Committee and
Investment Committee
3. Fomento Resorts & Hotels Limited – Member of Audit Committee, CSR
Committee, Risk Management Committee and Nomination and
Remuneration Committee
Shareholding in the Company as on
21 June 2023
NIL
No. of Board Meetings attended NIL
Remuneration Last drawn *sitting
Fees & Commission)
*Rs. Nil/-
Terms & Conditions of Appointment/
Re-appointment
As per the Resolution set out in the Notice under Section 110 of the
Companies Act, 2013 dated 21 June 2023 read with Explanatory
Statement thereto.
Remuneration Proposed to bepaid As may be decided by the Board.
Relationship with Other Directors, &
KMP
Not related to any Director / Key Managerial Personnel
Listed entities from which the
person has resigned in the past
three years.
Nil

12. Voting through electronic means

In compliance with Regulation 44, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 108 and other applicable provisions of the Companies Act, 2013, read with the related Rules and Secretarial Standard, the Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

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A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders Login Method Login Method
Individual shareholders
holding securities in
demat mode with NSDL
1.
2.
3.
4.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the
e-Services home page click on the “Benefcial Owner” icon under “Login” which
is available under ‘IDeAS’ section , this will prompt you to enter your existing User
ID and Password. After successful authentication, you will be able to see e-Voting
services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting
website of NSDL for casting your vote during the remote e-Voting period.
If you are 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
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
hold with NSDL), Password/OTP and a Verifcation 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 ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
Shareholders/Members can also download
NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for
seamless voting experience.
Individual shareholders
holding securities in
demat mode with CDSL
1.
2.
Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The users to login Easi / Easiest are
requested to visit CDSL websitewww.cdslindia.comand click on login icon & New
System Myeasi Tab and then user your existing my easi username & password.
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 evoting 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. Additionally, there is also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.

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3.
4.
If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.comand click on login & New System Myeasi Tab and then
click on registration option.
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.comhome page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual shareholders
(holding securities in
demat mode) login
through their Depository
Participant.
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging
in, you will be able to see e-Voting option. Click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.

Important Note:

Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.

Helpdesk for individual equity shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and/or CDSL:

Login type Help desk details Help desk details
Individual shareholders holding
securities in demat mode with
NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request [email protected] call at: 022 - 4886 7000 and 022 -
2499 7000
Individual shareholders holding
securities in demat mode with
CDSL
Members facing any
sending a request at
no. 1800 22 55 33
technical issue in login can contact CDSL help desk by
[email protected] contact at toll free

B) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to log-in to NSDL e-Voting website?

  • (1) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

  • (2) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  • (3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login.

Once you log-into NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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(4) Your User ID details are given below:

Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
(i) For members who hold
shares in demat account
with NSDL
8 Character DPID followed by 8 Digit Client ID
For example, if your DPID is IN300 and Client ID is 12 then your
user Id is IN300
12**.
(ii) For members who hold
shares in demat account
with CDSL
16 Digit Benefciary ID
For example, if your Benefciary ID is 12**
then your user ID is 12**
(iii) For members holding
shares in Physical Form
EVEN Number followed by Folio Number registered with the company
For example, if folio number is 001and EVEN is 101456
Then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

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

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

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

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  6. a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  7. b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

  10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  11. Now, you will have to click on “Login” button.

  12. After you click on the “Login” button, Home page of e-Voting will open.

Step2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

  • (1) After successful login at Step1, you will be able to see all the companies “EVEN “in which you are holding shares and whose voting cycle is in active status.

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  • (2) Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  • (3) Now you are ready for e-Voting as the Voting page opens.

  • (4) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  • (5) Upon confirmation, the message “Vote cast successfully” will be displayed. (6) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • (7) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHARE HOLDERS

  1. 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. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022-4886 7000 and 022 - 2499 7000 or send a request to Ms. Sarita Mote, Asst Manager at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide 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 [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General guidelines for members

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board resolution / authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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  1. It is strongly recommended that you do not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details / Password?’ or the ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com, to reset the password.

  2. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and the e-voting user manual for shareholders available in the download section of www.evoting.nsdl.com , or call on: 022-4886 7000 and 022-2499 7000, or send a request at [email protected] or contact Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., Trade World, ‘A’ Wing, 4 Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, at the designated email address: [email protected] or at telephone no. 022-4886 7000 and 022-2499 7000, who will also address grievances connected with voting by electronic means.

  3. The e-voting period commences on 30 June 2023 (9:00 a.m. IST) and ends on 29 July 2023 (5.00 p.m. IST). During this period, Members of the Company holding shares either in physical or dematerialized form, as on the relevant date i.e. 23 June 2023, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter i.e., on 29 July 2023. A member will not be allowed to vote again on any resolution on which a vote has already been cast.

  4. The voting rights of Members shall be proportionate to their share of the paid-up equity share capital of the Company as on the relevant date i.e. 23 June 2023.

  5. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Alternately, Members can also update the details by clicking on : https://linkintime.co.in/EmailReg/Email_Register.html and following the procedure mentioned therein

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THE EXPLANATORY STATEMENT UNDER SECTION 102(1) READ WITH SECTION 110 OF THE COMPANIES ACT, 2013

The Nomination & Remuneration Committee, while recommending the appointment of Mr. Sujjain Talwar in its Meeting held on 21 June 2023, considered that Mr. Sujjain Talwar, 59 years old, has over 30 years of experience in corporate, infrastructure, hospitality and banking & finance laws. He has worked extensively on private sector participation initiatives in various infrastructure projects in India and abroad. His work includes infrastructure projects in the region, including Yemen, Fujairah, Djibouti and the Maldives. He has international experience in managing public-private participation across various infrastructure sectors including water, roads, ports and airports.

Presently, Mr. Sujjain Talwar is acting as Independent Director on Board of Directors of following Companies :

  1. Carborundum Universal Limited

  2. Alkem Laboratories Limited

  3. Fomento Resorts & Hotels Limited.

  4. Integrated Mumbai Business Park (India) Private Limited

  5. Integrated Chennai Business Park (India) Private Limited.

Your directors are of the opinion that with the vast experience gained in working in legal field, Mr. Sujjain Talwar has the required skills, competence and expertise in guiding the Company in its various strategic and operational issues. Accordingly, the Board of Directors of the Company, in its Meeting held on 21 June 2023, appointed Mr. Sujjain Talwar (DIN : 01756539) as an Additional Director of the Company with effect from 22 June 2023.

In accordance with the provisions of Section 161 of Companies Act, 2013 and Regulation 17 of the, Mr. Sujjain Talwar shall hold office subject to the approval of shareholders in terms of Regulation 17 (1C) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board recommends the appointment of Mr. Sujjain Tawlar as an Independent Director with effect from 22 June 2023 for a period of 5 years, for the consideration of Members.

The Company has received consent from Mr. Sujjain Talwar to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Also, the Company has received a declaration of independence from Mr. Sujjain Talwar. In the opinion of the Board, Mr. Sujjain Talwar fulfills the conditions specified in the Companies Act, 2013 and the Listing Regulations, 2015, for appointment as Independent Director of the Company.

Further, the Company has also received notice under Section 160 of the Companies Act, 2013 signifying candidature of Mr. Sujjain Talwar as an Independent Director of the Company.

A letter of appointment of Mr. Sujjain Talwar will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by E-voting i.e. Saturday, 29 July 2023 and also on the website of the Company at https://www.elantas.com/beck-india/aboutus.html.

The relatives of Mr. Sujjain Talwar may be deemed to be interested in the Resolution, to the extent of their shareholding interest, if any, in the Company.

Except Mr. Sujjain Talwar, none of the other Directors and other Key Managerial Personnel or their respective relatives is concerned or interested financially or otherwise in this Resolution.

The Board recommends passing of the Special Resolution as set out in the Notice.

By order of the Board of Directors For ELANTAS Beck India Limited SD/Abhijit Tikekar Head Legal & Company Secretary Membership No. : ACS 20213

Date: 21 June 2023 Place: Pune

Registered Office:

147, Mumbai- Pune Road, Pimpri, Pune 411018 Email : [email protected] Website: https://www.elantas.com/beck-india/

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