Elpro International Ltd. — AGM Information 2021

Sep 6, 2021

Elpro International Ltd

17th Floor, Nirmal, Nariman Point Mumbai 400 021, India T +91 2222023075, +91 2240299000 F +91 2222027995 CIN: L51505MH1962PLC012425

Date: September 06, 2021

To, BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Dear Sir/ Madam

Sub: Notice of the Annual General Meeting (AGM)

The details pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of SEBI circular CIR/CFD/4/2015 dated September 09, 2015 are given herein below:

1.Date of Notice of Annual General Meeting to be held on September 28, 2021: 14.08.2021 2.Agenda proposed to be taken up, resolution to be passed, manner of approval proposed, etc.

Item No.	Resolution	Manner of approval
1.	To consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021, Reports of Directors and Auditors of the Company thereon.	Ordinary Resolution
2.	To appoint a Director in place of Mr. Surbhit Dabriwala (holding DIN: 00083077), who retires from office by rotation and being eligible, offers himself for re-appointment	Ordinary Resolution
3.	To approve Scheme of loan to employees including Managing Director/ Whole Time Directors of the Company.	Special Resolution

Notice of AGM is enclosed herewith

Thanking You For Elpro International Limited

==> picture [69 x 49] intentionally omitted <==

==> picture [90 x 37] intentionally omitted <==

Binal Khosla Company Secretary

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

ELPRO INTERNATIONAL LIMITED

Regd. Office: Nirmal, 17[th] Floor, Nariman Point, Mumbai – 400 021 CIN:L51505MH1962PLC012425

NOTICE

Notice is hereby given that the 58[th] ANNUAL GENERAL MEETING of the members of ELPRO INTERNATIONAL LIMITED will be held on Tuesday , September 28, 2021 at 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400021 to transact the following businesses:

ORDINARY BUSINESS

1. To consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021, Reports of Directors and Auditors of the Company thereon.

2. To appoint a Director in place of Mr. Surbhit Dabriwala (holding DIN: 00083077), who retires from office by rotation and being eligible, offers himself for re-appointment.

3. To approve Scheme of loan to employees including Managing Director/Whole-Time Directors of the Company. To consider, and pass the following resolution as a Special Resolution as thought fit:

“REsOLVED THAT in accordance with the provisions of Section 185(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications(s), change or re-enactment thereof, for the time being in force), approval of members of the Company be and is hereby accorded to approve a Scheme of loan for its employees including Managing Director/ Whole Time Director of the Company as set out in the explanatory statement annexed to the notice convening this Annual General Meeting.”

“REsOLVED fURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to ratify any loans given earlier and to finalize, sanction and disburse the loans to employees of the Company including Managing Director/ Whole Time Director, and also to delegate all or any of the above powers to any one Director of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

By Order of the Board for Elpro International Limited

Sd/Date: 14.08.2021 Binal Khosla Place: Mumbai Company Secretary

NOTEs:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE VALID AND EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. As per Section 105 of the Companies Act, 2013 and relevant rules made there under, a person can act as a proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than 10% (ten percent) of total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Members/Proxies should bring the enclosed Attendance Slip duly filled in, for attending the meeting.

4. Corporate members intending to send their authorised representative to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

5. The relevant Explanatory Statements pursuant to Section 102(1) of the Companies Act, 2013, in respect of Item No. 3 of the Notice as set out above, is annexed hereto and forms part of the Notice.

~~3~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

2. Individual Shareholders can avail of the facility of nomination. The nominee shall be the person in whom all rights of transfer and/or amount payable in respect of the shares shall vest in the event of the death of the shareholder(s). A minor can be a nominee provided the name of the guardian is given in the Nomination Form. The facility of nomination is not available to non-individual shareholders such as Bodies Corporate, Kartas of Hindu Undivided Families, Partnership Firms, Societies, Trusts and holders of Power of Attorney. For further details, please contact the Company’s corporate office.

3. Members are requested to:

4. (a) intimate to the Company’s Registrar and Share Transfer Agents, changes, if any, in their respective addresses along with Pin Code Number at an early date.

5. (b) Quote Folio Numbers in all their correspondence.

6. (c) Consolidate holdings into one folio in case of multiplicity of Folios with names in identical orders.

7. The Securities and Exchange Board of India has mandated that securities of listed companies can be transferred only in dematerialised form w.e.f. 1st April, 2019. Accordingly, the company and its RTA has stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialization.

8. Queries on accounts and operations of the Company, if any, may please be sent to the Company at least seven days in advance of the meeting so that the information may be made readily available at the Meeting.

9. The Register of Members and the Share Transfer Books of the Company will be closed from Tuesday, 21[st] September, 2021 to Tuesday 28[th] September, 2021 (both days inclusive) for the purpose of Annual General Meeting of the Company.

10. In compliance with Ministry of Corporate Affairs (“MCA”)General Circular No. 02/2021 dated January 13, 2021 MCA General Circular No. 20/2020 dated May 5, 2020 read together with MCA General Circular Nos. 14 & 17/2020 dated April 8, 2020 and April 13, 2020 respectively, and Securities and Exchange Board of India (‘SEBI’) Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, the notice of the 58[th] AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company’s website at www.elpro.co.in and website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

11. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited. at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.

12. VOTING THROUGH ELECTRONIC MEANs:

In compliance with Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the members to cast their vote electronically. The members may cast their vote using an electronic voting system from a place other than the venue of the AGM (“remote e-voting”). Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting.

The facility for voting through polling paper shall be made available at the AGM and the members attending the AGM who have not cast their vote by remote e-voting shall be able to exercise their right at the AGM. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The instructions for members for remote e-voting are as under:

• (i) The voting period begins on Saturday, September 25, 2021 at 9:00 a.m. and ends on Monday, September 27, 2021 at 5:00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date September 21, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

~~4~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

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

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) 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, 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.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

in Demat modeis	given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDsL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web. cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is availableathttps://web. cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNsDL	1) 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: https://eservices.nsdl.com either 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’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp

~~5~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

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

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

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned 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
Individual Shareholders holding securities in Demat mode withCDsL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNsDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary 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.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

If you are a frst-time 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 Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth(DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded inyour demat account or in the companyrecords 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 feld as mentioned in instruction(v).

~~6~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

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

• (vii) 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.

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

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) 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.

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

• (xii) 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.

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

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

• (xv) 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.

• (xvi) 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.evotingindia.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.evoting@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 account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@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; investors@elpro.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• (xvii) If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@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.evoting@cdslindia.com or call on 02223058542/43.

• Once the vote on a resolution is cast by the shareholder through remote e-voting, the shareholder shall not be allowed to change it subsequently.

~~7~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

1. The voting right of the shareholders shall be in proportion to their shares in the paid up equity capital of the Company as on the cut-off date.

2. A copy of this notice is placed on the website of the Company and the website of CDSL.

3. Mrs. Jayshree A. Lalpuria, Practicing Company Secretary (Certificate of Practice Number 7109) has been appointed as scrutinizer for conducting the e-voting in fair and transparent manner.

4. The Scrutinizer shall after the conclusion of the voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than 3 days of the conclusion of AGM, a consolidated Scrutinizer Report of the total votes cast in favour or against , if any, to the Chairman or a person authorised by the chairman in writing, who shall countersign the same and declare the result of the voting forthwith.

5. The result declared along with the Scrutinizer Report shall be placed on the Company’s website - www.elpro. co.in, and the website of CDSL within two days of passing the resolutions at the AGM of the Company and communicated to BSE Ltd.

By Order of the Board for Elpro International Limited

Place: Mumbai Date: 14.08.2021

Sd/- Binal Khosla Company Secretary

ExPLANATORY sTATEMENT

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“Act”),sets out all material facts relating to the business mentioned at Item No. 3 of the accompanying Notice dated 14th August, 2021:

The Board of Directors proposes to introduce the Scheme of Loan for its employees including Managing Director/ Whole Time Director after due consideration of their association and efforts towards the progress of the Company.

The Board of Directors of the Company in their meeting held on June 30, 2021 has approved the Scheme of giving loan to its employees including Managing Director/ Whole Time Director of the Company. The sanction of loan will be at the sole discretion of the Management. The policy is subject to review by the management from time to time.

The broad terms of the said Policy are as under:

Purpose: Company recognize the need by its Employees monetarily in meeting unexpected emergencies like payment of house deposit, purchase of house, child education, hospitalization expenses etc. including any personal needs. To meet these needs / goals, the Company will consider granting its employees loan on a limited scale.

Amount of Loan: The maximum amount of loan shall not exceed three years basic salary and shall be redeemed within a maximum of 60 months.

Rate of interest: 0% to 12% p.a, as may be decided by the Managing Director

Repayment terms: Within the maximum limit and maximum tenure, the amount of the loan and the tenure for repayment shall be decided on case to case by the Management based on the employee’s monthly salary, purpose of the loan, longevity in the Company, etc

In terms of Section 185 of the Companies Act, 2013, the consent of the Members by way of special resolution is required for adoption of the scheme.

Your Directors recommend passing of this resolution by way of a special resolution.

None of the other Directors / Key Managerial Personnel of the Company /their relatives except Mr. Deepak Kumar, Managing Director of the company are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.3 of the Notice.

~~8~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Annexure I

Disclosure relating to Directors seeking appointment/ re-appointment pursuant to Regulation 36(3) of securities and Exchange of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Clause 1.2.5 of the secretarial standard 2 on General Meetings:

of the secretarial standard 2 on General Meetings:
Name of the Director	Mr. surbhit Dabriwala
DIN	00083077
Qualifcation	Bachelor of Arts & Science in 1998 fromUniversity of Pennsylvania Graduate
Expertise in specifc functional areas	Diversifed experience in the line of realestate, insurance service, private and public equities that include global equities and hedge funds
Date of appointment on the Board of the Company	April 20, 2009
Details of Shares held in the Company as on 31.03.2021	14,41,281 shares representing 0.85%of paid up capital of the Company
Terms & Conditions of appointment/re-appointment	Re-appointment as Non-Executive Non-Independednt Director, liable to retire byRotation
Remuneration to bepaid	Nil
Remuneration last drawn	Nil
List of Companies in which outside Directorships held as on 31.03.2021	1. PNB Metlife India InsuranceCompany Limited 2. Dabri Properties & Trading Co Ltd 3. First Apartments Private Limited 4. Amaranth Education PrivateLimited
Chairman / Member of the Committees of otherCompanies on which he is a Director as on 31.03.2021	PNB Metlife India Insurance Company Limited 1. CSR Committee - Member 2. NRC Committee - Member
Category	Non- Executive Promoter Director
Relationship with other Directors/Manager/Key Managerial Personnel	NIL

~~9~~

Form No. MGT-11 – Proxy form

• [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN		: L51505MH1962PLC012425
Name of the company : ELPRO INTERNATIONAL LIMITED
Registered offce		: 17th Floor, Nirmal, Nariman Point, Mumbai – 400 021
Name of the member (s) :
Registered address :
E-mail Id		:
Folio	No/ Client Id :
DP ID		:
I/We,	being the member (s) of ______ shares of the above named company, hereby appoint
1.	Name	: ________________
	Address	: ________________
	E-mail Id	: ________________
	Signature	: ____________, or failing him
2.	Name	: _______________
	Address	: _______________
	E-mail Id	: _______________
	Signature	: ____________, or failing him
3.	Name	: _______________
	Address	: _______________
	E-mail Id	: _______________
	Signature	: ____________, or failing him
	as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 58th Annual General Meeting of the
	company, to be held on Tuesday, September 28, 2021 At 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Ground
	Floor, 226	Jamnalal Bajaj Marg, Nariman Point, Mumbai – 400 021 and at any adjournment thereof in respect of such
	resolutions	as indicated below:

Resolution No.:

Item No.	Resolutions	For	Against
1.	To consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021, Reports of Directors and Auditors of the Company thereon.
2.	To appoint a Director in place of Mr. Surbhit Dabriwala (holding DIN: 00083077), who retires from offce by rotation and being eligible, offers himself for re-appointment.
3.	To approve Scheme of loan to employees including Managing Director/ Whole Time Directors of the Company.

ELPRO INTERNATIONAL LIMITED

Registered Office: ‘Nirmal’, 17[th] Floor, Nariman Point, Mumbai - 400 021

ATTENDANCE SLIP

For 58[th] Annual General Meeting to be held on Tuesday, September 28, 2021

DP ID Folio No. of Shares Client ID Name of the Member : ___________ Name of the Proxy : ___________

I certify that I am a registered shareholder / proxy / representative for the registered shareholder of the Company. I hereby record my presence at the 58th Annual General Meeting of the Company held on Tuesday, September 28, 2021 at 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Ground Floor, 226 Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021.

____ ___ Signature of Proxy Signature of Member

Notes: A Member / Proxy attending the meeting must complete this Attendance slip in legible writing and hand it over at the entrance. Sign at appropriate place as applicable to you.

Route Map to the AGM Venue

==> picture [505 x 613] intentionally omitted <==