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Filatex India Ltd. Proxy Solicitation & Information Statement 2021

Feb 15, 2021

62311_rns_2021-02-15_79ed4740-56b6-4aa2-93e9-a9c9f720cfae.pdf

Proxy Solicitation & Information Statement

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FILATEX INDIA LIMITED CIN No.L17119DN1990PLC000091

FIL/SE/2020-21/46 15th February, 2021

National Stock Exchange of India Limited Listing Department 5th Floor, Exchange Plaza, C -l, Block-G, Bandra-Kurla Complex, Bandra (E) Mumbai-400 051 Security Sym bol: FILATEX

BSE Limited Listing Department 25th Floor, Pheroze Jeejeebhoy Towers Dalai Street, Mumbai - 400 001 Security Code: 526227

Dear Sir/Madam,

This is continuation to our letter No. FIL/SE/2020-21/42 dated 12th January, 2021, informing that the alteration/adoption of Memorandum and Articles of Association of the Company will be approved by the Members of the Company by way of Postal Ballot.

In this regard, please find enclosed herewith Postal Ballot Notice together with Postal Ballot Form sent today to the members of Company through Email and Registered Post. The voting rights of Members shall be reckoned on the paid-up value of shares registered in the name of the member(s) as on cut-off date i.e. 5th February 2021.

A Member desirous for exercising vote by physical Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed postage pre-paid Envelope. Postage will be borne by the Company. However, Envelope containing Postal Ballot, if sent by courier, at the expense of the Members will also be accepted. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before 5:00 p.m. (1ST) on Wednesday, 17th March, 2021. If any Postal Ballot Form is received after this date and time, it will be strictly treated as if reply from such Member has not been received.

The Company is pleased to provide e-voting facility to all its members, to enable them to cast their votes electronically (e-voting) on the resolutions set out in the said Postal Ballot Notice and has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide evoting facility.

Commencement of e-voting: From 9:00 a.m. (1ST) on Tuesday, February 16, 2021

End of e-voting: Up to 5:00 p.m. (1ST) on Wednesday, March 17, 2021

The e-voting module shall be disabled by NSDL after 5:00 p.m. (1ST) on Wednesday, March 17, 2021. The results will be declared on Friday, 19th March, 2021 at the Corporate office of the Company.

This is for your information & record please.

Thanking You,

Yours Faithfully, For FILATEX INDIA LIMITED

COMPANY SECRETARY

C O R P O R A T E O F F IC E R E G D . O F F IC E & W O R K S S U R A T O F F IC E M U M B A I O F F IC E

B h a g e ria H o u s e S. N o. 2 7 4 D e m n i Road B h a g e ria H o u s e 3 2 1, M a k e r C h a m b e r - V 4 3 Com m unity Centre D adra- 396193 Ring Road Nariman Point N e w F rie n d s C o lo n y U.T. o f-D a d ra & N a g a r Haveli S u ra t - 39 5002 M u m b a i ■ 400021 N ew D e lh i • 11 0 0 2 5 , In d ia India In d ia India P +91.11.26312503,26848633/44 P +91.260.2668343/8510 P +91.261.4030000 P +91.22.22026005/06 F +91.11.26849915 F +91.260.2668344 F +91.261.2310796 F +91.22.22026006

Website: www.filatex.com

E fild e lh i@ fila te x.c o m E fild a d ra @ fila te x .c o m E fils u ra t@ fila te x .c o m E film u m b a i@ fila te x .c o m

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed to be passed by the Members of Filatex India Limited ("the Company") by means of Postal Ballot including Electronic Voting (e-voting), pursuant to Section 110 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

The Statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.

The Company has appointed Mr. K. O. Siddiqui, Practising Company Secretary, as Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

Members have the option to vote either by means of physical Postal Ballot or through e-voting. Members desiring to exercise their vote by means of physical Postal Ballot are requested to carefully read the instructions printed in this Postal Ballot Notice and Postal Ballot Form and return the Postal Ballot Form duly completed in all respects in the enclosed selfaddressed postage pre-paid Envelope so as to reach the Scrutinizer not later than the close of working hours, that is, 5:00 p.m. on Wednesday, 17th March, 2021. Postal Ballot Forms received after 5:00 p.m. on Wednesday, 17th March, 2021 will be treated as 'invalid'. Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is also providing e-voting facility for voting electronically on the resolutions proposed in this Postal Ballot Notice. Members desiring to opt for the e-voting facility are requested to read carefully the related notes to this Postal Ballot Notice and instructions given thereunder. After the completion of scrutiny, the Scrutinizer will submit his report to the Chairman and Managing Director/in his absence to Joint Managing Director of the Company and the results of voting by means of Postal Ballot (including voting through electronic means) will be announced on Friday, 19th March, 2021, at the Corporate Office of the Company and also by placing the same on the Company's website: www.filatex.com and on the website NSDL. The results will simultaneously be communicated to the Stock Exchanges.

SPECIAL BUSINESS

1. Alteration/adoption of new set of Memorandum of Association

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

"RESOLVED THAT pursuant to the provisions of Section 4 & 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof) and subject to necessary approval(s) if any, from the competent authorities, following clauses 5 to 31 be inserted in place of existing clause 5 of the old Memorandum of Association of the Company.

  1. To carry on, in any mode, the business of storekeepers in all its branches and in particular to buy, sell, and deal in goods, stores, consumable articles, chattels and effects of all kinds, both wholesale or retail.
    1. To carry on business as traders, importers and exporters of goods or merchandise of any description or to act as shippers, commission agents, advertising agents, travelling agents, transport agents, forwarding and clearing agents, brokers estate agents and hardware merchants.
    1. To carry on the business of electrical engineers, electricians, engineers, contractors, manufactures, contractors, suppliers and dealers in electrical and such other appliances, cables, wire-lines, dry-cells, accumulators, lamps and works and to generate, accumulate, distribute and supply electricity for the purpose of light, heat, motive power and for all other such purposes for which electrical energy can be employed and to manufacture, and deal in all apparatuses and things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electricity, including in the term electricity all power that may be directly or indirectly, derived here from or may be incidentally hereinafter discovered in dealing with electricity.
    1. To manufacture and/ or produce and/or otherwise engage in the manufacture of production of or dealing in electrical kilowatt hour meter, electromagnets power cables, industrial jewels, ammeters, voltmeters and such other types of measure instruments, electrical or non-electrical, die castings, screws, nuts, and bolts, transformers of all types, circuit breakers, punched cards machines, computers and calculators and their accessories, hoists, elevators, trolleys and coaches, winches, power generators, magnetic separators, winders, air compressors, welders, fans of all types, switches and motors of all types, drills, electric grinders, air-conditioners, refrigerators, washing machines, television and wireless apparatus, such as radio receivers and transmitters, electronic instruments, videos, transistors and allied items, watches and clocks, cameras and any house hold appliances and any equipment used in the generation, transmission and receiving of sound, light and electrical impulses, and component or parts thereof.
    1. To produce, manufacture, use, or otherwise acquire, sell, distribute, deal in and dispose of alkalies and acids, gases, compounds, fertilizers, chemical and chemical products of every nature and description and compounds, intermediates, derivatives and by-products thereof and products to be made therefrom (hereinafter for convenience referred to generally as chemicals and products) including specifically, but without limiting the generality of the foregoing, calcium carbide, calcium cyanamide, vat, solubilised vat, azoic salts, naphthols, all type of flotation reagents, wetting agents, insecticides and fumigants, plastics and resins, dyestuffs, explosives, catalytic agents, foods, direct colours, basic and rapid fast colours, pigments, medical instrumentation, heart assisting devices, drugs, biologicals, bioengineering, pharmaceuticals, serums, vitamin products, hormones, sutures, ligatures, drugs for disease or disabilities, in men or animals, and products, derived from phosphate, mines, limestone, quarries, bauxitemines, petroleum natural gas and such other natural deposits useful or suitable in the manufacture of chemicals and chemical products as hereinabove defined.
    1. To carry on business of manufacturers and dealers, importers and exporters of natural and synthetic resins, moulding powders adhesives and cements, oil paints, distempers, cellar paints, colours, varnishes, enamels, gold and silver leaf enamels, spirits tobacco, Cigars, Snuff, Soap, cosmetics, perfumes, medicines, drugs, dyes, fats, waxes, hides, Skins and leather and such other allied articles thereof.
    1. To carry on development and research work and to manufacture, process, import, export, buy, sell and deal in petroleum, coke, calcined coke and coaltar, anthracite coal and to draw out, manufacture and deal in coaltar, canlion products and such other by-products as may be possible and to utilise waste gases for industrial uses and purposes.
    1. To promote, establish, acquire and run or otherwise carry on the business of any plastic or rubber industry or business of manufacture of materials for use in such industries or business such as wax, paper, bakelite, plywood, celluloid, products chemicals of all sorts and such other articles things similar or allied products or process thereof.
    1. To carry on business of processors, coubers spinners, weavers, knitters manufacturers, dyers, bleachers, finishers, laminators, balers and pressers of any fibrous or textile material whether an agricultural or animal or natural products or its bye-products or chemical or synthetic fibre and more specially jute, hemp, silk, cotton, wool mesta, nylon, terene terylene, staple fibre or such other synthetic fibre and to manufacture and produce form such raw material or textile material and to carry on the business of buyers, sellers and dealers of all such raw or processed or semiprocessed material and to transact all manufacturing, cutting and preparing, process and mercantile business that may be beneficial to the said business.
    1. To establish experimental farms and research stations anywhere in India for conducting experiments, test and research for developing, better qualities of food grains and agricultural products and for developing milk strain in cattle by cross breeding or otherwise and increasing eggs laying capacity in poultry and also for finding other such ways and means of improving other such agricultural crops, produce, seeds, fodder crops and cattle feed of all kinds.
    1. To manufacture, process, chemically, electrically or by any other such means, refine, extract, hydrolyze, manipulate, mix, deodries, grind, bleach, hydrogenate buy, sell, import, export produce or otherwise deal in seeds and agricultural products, food products dietic products and preparations of patent drugs and proprietary articles of all kinds, whether basic or derived and in all forms and in particular protein foods of all kinds and all other such ingredients thereof.
    1. To buy, sell, deal in-shares and securities, foreign exchange, gold, silver, cotton, jute, hessian, oil, oils-seeds and hold them as permitted under the law, from time to time, in force.
    1. To organise, run, maintain, operate, promote the business of interior decorators, furniture and carpet designers and manufacturers, boutiques, operators of fashion centres, fashion shows and to make, acquire, deal in any way in handicrafts, objects of art, precious stones, jewellery, whether artificial or otherwise and articles wherein precious metals or precious stones may be used, in textile fabrics and to manufacture and deal in any products as are dealt in by boutiques, fashion shows and interior decorators.
    1. To establish, provide, maintain and conduct research and such other laboratories, training colleges, schools and such other-institutions for the training, education and instruction of students and others who may desire to avail themselves of the same and to provide for the delivery and holding of lectures, demonstrations exhibitions, class, meeting and conferences in connection therewith.
    1. To acquire from or sell to any person, firm or body corporate or unincorporate, whether in India or elsewhere technical and managerial information know-how processes, engineering, manufacturing, operating and commercial data plans, layouts and blue prints useful for the design, erection and operation of any plant or process of manufacture and to acquire and grant or licences or such other rights and benefits in the foregoing matters and things and to render any kind of management and consultancy services.
    1. To secure sound investments of foreign capital in Indian undertaking and enterprises and Indian Capital in foreign Undertaking and enterprises.
    1. To carry on the profession of consultants on management, employment, engineering industry and technical matters to industry and business and to act as employment agents.
    1. To carry on the business as manufacturer of, agents or dealers in. textiles and grains such as man-made fibres, cotton, silk, jute, woollen, synthetics food grains and products thereof, oils of all kinds, seeds and pulses.
    1. To undertake and transact all kinds of agency business and to carry on and promote any business, commercials or otherwise, under sound principles and or to act as distributors, agents, underwriters, brokers, estate agents, middlemen, contract man, representation and indenting agents on commission, allowance as may be deemed fit in all commodities, merchandise and such other allied articles / Iines of business.
    1. To carry on business of importing and exporting machinery, plants tools, implements, metal goods, hardware and plumbing material and to sell, let out or otherwise deal in such imported goods or articles.
    1. To carry on the business as financiers (not amounting to banking business withing the meaning of Banking Regulations Act, 1949) by way of loaning, lending and advancing money, to industrials, individuals, commercials and such other enterprises.
    1. To carry on the business of a leasing and hire purchase company and to acquire, to provide on lease or to be provided on hire purchase basis all types of industrial and offices plants, equipments, machinery, vehicles, buildings and real estate required for manufacturing, processing, transportation and trading business and other commercial and service business.
    1. To build, contract, establish, own, purchase, sell, take on lease or exchange or otherwise acquire, hold, maintain and manage industrial, commercial or residential buildings, apartment houses, hotels, motels, restaurant, factory, premises, godowns, golas, warehouses, flats, hostels, boarding houses, clubs, pleasure grounds and amusement parks, theatres cinemas or such other show, houses, meeting or lecture halls, libraries, dharmshalas and sarais, health resorts and sanatoriums, gardens, swimming pools and baths, huts Bazaar and markets, melas and exhibition and to let, sublet, give on lease or otherwise to permit use and occupation of the same for rent or hire charges and to provide for the tenants and occupiers thereof all or any of the conveniences commonly provided in residential, commercial and industrial quarters.
    1. To carry on business of manufacturers, importers, exporters, buyers, sellers of and dealer in plastic, polythene, alkathene, natural and synthetic rubber, moulded goods, foams, rubber and plastic products, insulating materials and all other blown, moulded, formed, extruded and dipped goods and in all kinds of cellulose and other cellulose derivatives products and by-products and articles thereof.
    1. To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods, which are required and support the above objects, on retail as well as on wholesale basis in India or elsewhere.
    1. To carry on all or any activities relating to the provisions of Electronic Commerce services/ digital services to Business Organizations either directly or through collaboration, joint venture, or under licenses and/ or trade agreements. E-mail services, Electronic Data Interchange (EDI), Digital data mining, processing, Software development, artificial intelligence, robotics, Enhanced telefax Services, Electronic Information Services i.e. database Services to support commercial exchanges, other intercompany network applications and for the above purposes, to establish, in India, Messaging backbone network interconnecting different parts of the country in a phase manner and to import such hardware, software and/ or technology from time to time as may be required.
    1. To carry on in India the business of marketing, promoting, advertising franchising or dealing in any of the above activities both in internal and external markets, on digital media or any other online or digital means, on its own or through any sort or nature and to appoint sub-franchisers etc., for any of the above purposes, in India or elsewhere and marketing through online marketing, digital marketing in various sites.

"RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof) and subject to necessary approval(s) if any, from the competent authorities, consent of the Members be and is hereby accorded to adopt the new set of Memorandum of Association of the Company in place of existing Memorandum of Association.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to perform and execute all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected therewith or incidental thereto."

2. Adoption of new set of Articles of Association

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

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the Members be and is hereby accorded to adopt the new set of Articles of Association in place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to perform and execute all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected therewith or incidental thereto."

By Order of the Board of Directors For FILATEX INDIA LIMITED

PLACE : NEW DELHI RAMAN KUMAR JHA DATE : January 12, 2021 COMPANY SECRETARY

Notes:

    1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.
    1. The Postal Ballot Notice along with the Postal Ballot Form is being sent in electronic form to the Members who have registered their e-mail addresses with the Company /Registrars and Transfer Agents of the Company (in case of physical shareholding) / with their Depository Participants (in case of electronic shareholding). Physical copies of the Postal Ballot Notice along with Postal Ballot Form are being sent to Members whose e-mail addresses are not registered, by permitted mode along with a self-addressed postage pre-paid Envelope.
    1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of Member / beneficial owner (in case of electronic shareholding) as on 5th February, 2021.
    1. Members who have received this Postal Ballot Notice by e-mail and who wish to vote through physical Postal Ballot may download the Postal Ballot Form attached to the e-mail or from the Company's website: www.filatex. com where Postal Ballot Notice is displayed and send the duly completed and signed Postal Ballot Form so as to reach the Scrutinizer on or before 5:00 p.m. (IST) on Wednesday, 17th March, 2021.
    1. During the voting period, Members can login to NSDL e-voting platform i.e. https://www.evoting.nsdl.com any number of times till they have voted on the resolutions. Once the vote on the resolutions is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
    1. Members can opt for only one mode of voting, that is, either by physical Postal Ballot or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through physical Postal Ballot will be treated as "INVALID".
    1. The e-voting period commences on Tuesday, 16th February, 2021 at 9:00 a.m. (IST) and ends at 5:00 p.m. (IST) on Wednesday, 17th March, 2021. During this period, Members of the Company, holding shares either in physical or dematerialised form, as on the cut-off date, that is, Friday, 5th February, 2021, may cast their vote electronically. The e-voting module shall be disabled by NSDL thereafter.
    1. The resolutions, if approved, shall be deemed to have been passed on the last date of voting, that is, Wednesday, 17th March, 2021.
    1. Relevant documents referred to in this Postal Ballot Notice and the Statement are available for inspection by the Members at the Company's registered office during business hours on all working days except Saturday and public holidays, without any fee, from the date of despatch of this Postal Ballot Notice till the last date of voting through Postal Ballot/e-voting.
    1. Members who have not registered their e-mail addresses are requested to register the same with the Company's Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form.
    1. A Member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.
    1. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

13. Voting through electronic means

Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically and has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide e-voting facility.

The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The details of the process and manner for remote e-voting are as under:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-into 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.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
    1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDLor CDSL) or Physical Your User ID is:
a) For Members who hold shares in demataccount with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is 12******then your user ID is IN30012***.
b) For Members who hold shares in demataccount with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12************** thenyour user ID is 12**************
c) For Members holding shares in PhysicalForm.
EVEN Number followed by Folio Number registered with thecompany
For example if folio number is 001*** and EVEN is 101456 thenuser ID is 101456001***
  1. Your password details are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  • 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 enter the 'initial password' and the system will force you to change your password.

  • c) How to retrieve your 'initial password'?

  • d) 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'.

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

  • i. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:

  • ii. 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.

  • iii. Physical User Reset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

  • iv. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

  • v. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

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

    1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
    1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote.
    1. Now you are ready for e-Voting as the Voting page opens.
    1. 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.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

    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].
    1. 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.
    1. 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 toll free no.: 1800-222-990 or contact Ms. Pallavi Mhatre, Manager, National Securities Depository Ltd., Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, at the designated email address: [email protected]/[email protected] or at telephone no. +91 22 2499 4545 who will also address the grievances connected with the voting by electronic means. Members may also write to the Company Secretary at the email address: [email protected] or contact at telephone no. 011-26312503

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (''the Act")

The following statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:

Item No. 1

Filatex India Limited ("the Company") was incorporated on August 1, 1990 under the Companies Act, 1956. The existing Memorandum of Association ("MoA") of the Company, based on Companies Act, 1956 ("1956 Act") are no longer in conformity with the Companies Act, 2013 ("2013 Act"). With the enactment of 2013 Act, several clauses of MoA require alteration/deletion/substitution. Further, other objects are no longer present in the New Companies Act, 2013. Therefore, it is proposed to insert some of businesses mentioned in the other object clause of old Memorandum of Association in the main objects of the Memorandum of Association.

Considering above position, it is considered expedient to adopt the new set of Memorandum of Association (primarily based on Table A set out under Schedule I to the Act) in place of existing MoA, instead of amending it by alteration. Presently, the Company is engaged in manufacturing and dealing various types of yarns. In future, the Company may engage in chemical or other businesses as set out in the new Memorandum of Association.

In terms of Section 13 of 2013 Act, consents of the Members by way of a Special Resolution are required for adoption of a new set of Memorandum of Association/aforesaid Resolution and carrying the businesses as set out in the new Memorandum of Association. The entire set of proposed new Memorandum of Association is available in the website of the Company. Members can also obtain a copy of the same from the Company's Registered Office.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said Resolution.

The Directors recommend the aforesaid Resolution for the approval by the Members as Special Resolution.

Item No. 2

The existing Articles of Association ("AoA") of the Company, based on the Companies Act, 1956 are no longer in conformity with the 2013 Act. With the coming into force of 2013 Act, several regulations of AoA require alteration/deletion.

Considering above position, it is considered expedient to adopt a new set of Articles of Association (primarily based on Table F set out under Schedule I to the Companies Act, 2013) in place of existing AoA, instead of amending it by alteration.

In terms of Section 14 of 2013 Act, consent of Members by way of a Special Resolution is required for adoption of a new set of Articles of Association. The entire set of proposed new Articles of Association is available in the website of the Company. The Members of the Company can also obtain a copy of the same from the Company's Registered Office.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said Resolution.

The Directors recommend the aforesaid Resolution for the approval by the Members as Special Resolution.

By Order of the Board of Directors For FILATEX INDIA LIMITED

PLACE : NEW DELHI RAMAN KUMAR JHA DATE : January 12, 2021 COMPANY SECRETARY

S. No.

POSTAL BALLOT FORM

1. Name and Registered Address of the sole/first named Member(in block letters)
2. Name of Joint Holder, if any (in block letters)
3. Folio No./ DP ID* / Client ID* : (*applicable only to Membersholding equity shares in dematerialised form)
4. Number of equity share(s) held (Equity Share of Rs. 2/- each)
5. I / we hereby exercise my / our vote(s) in respect of the following Resolutions to be passed by means of PostalBallot for the business stated in the Postal Ballot Notice dated 12th January, 2021 , by conveying my / our assent

or dissent to the said resolutions by placing a tick mark (√) in the appropriate box below:

Sr. No. Description of Resolution Numberofequitysharesheld by me / us I / We assent totheresolution(FOR) I / We assent totheresolution(FOR)
1. Special Resolution for alteration / adoption ofMemorandum of Association
2. Special Resolution for adoption of Articles ofAssociation

Place: _______________________________

Date: Signature of the Member

Particulars for e-voting

Members opting to vote through e-voting, instead of voting through the physical Postal Ballot, may access the e-voting facility through the web link:. https://www.evoting.nsdl.com/Particulars for e-voting are as under:

EVEN (E-Voting Event Number) User ID Password

Note: Please read the instructions given overleaf carefully before exercising your vote.

Facility to exercise vote(s) through e-voting will be available during the following period:

Commencement of voting End of voting
From 9:00 a.m. (IST) on Tuesday, 16th February, 2021 Upto 5:00 p.m. (IST) on Wednesday, 17th March, 2021

The voting will not be allowed beyond 5:00 p.m.(IST) on Wednesday, 17th March, 2021 and the e-voting shall be disabled by NSDL upon expiry of the aforesaid date and time.

INSTRUCTIONS

    1. If a Member exercises voting rights through voting by electronic means (e-voting), the Postal Ballot Form need not be sent to the Company.
    1. A Member desirous for exercising vote by physical Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed postage pre-paid Envelope. Postage will be borne by the Company. However, Envelope containing Postal Ballot, if sent by courier, at the expense of the Members will also be accepted.
    1. A Member may vote through e-voting as per Information and Instructions relating to e-voting provided in the Postal Ballot Notice sent herewith.
    1. The Postal Ballot Form should be completed and signed by the Member as per the specimen signature registered with the Company. In case of joint holding, the same should be completed and signed by the first-named Member and in his / her absence, by the next-named Member.
    1. Corporate / Institutional Members (that is, other than Individuals, HUF, NRI, etc.) opting for physical Postal Ballot are also required to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer along with the Postal Ballot Form.
    1. The consent must be accorded by recording the assent in the column FOR and dissent in the column AGAINST by placing a tick mark (√) in the appropriate box.
    1. The vote(s) of a Member will be considered invalid inter alia on any of the following grounds:
    • a. Postal Ballot Form other than one issued by the Company is used;
    • b. if the Member's signature does not tally;
    • c. if the Member has put a tick mark (√) in both the columns, that is, for Assent and also for Dissent to the resolutions in such manner that the aggregate shares voted for Assent and Dissent exceed the total number of shares held;
    • d. if the Postal Ballot Form is unsigned, incomplete or incorrectly filled;
    • e. if the Member has made any amendment to the resolutions or imposed any condition while exercising his vote;
    • f. if the Postal Ballot Form is received torn or defaced or mutilated;
    • g. any competent authority has given directions in writing to the Company to freeze the voting rights of the Member.
    1. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before 5:00 p.m.(IST) on Wednesday, 17th March, 2021. If any Postal Ballot Form is received after this date and time, it will be strictly treated as if reply from such Member has not been received.
    1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of Member / beneficial owner (in case of electronic shareholding) as on Friday, 5th February, 2021.
    1. A Member may request for a duplicate Postal Ballot Form, if so required, can download the same from the Company's website. www.filatex.com.com. However, the duly filled-in duplicate Postal Ballot Forms should reach the Scrutinizer not later than 5:00 p.m.(IST) on Wednesday, 17th March, 2021.
    1. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed selfaddressed postage-prepaid Envelopes. Any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not act on the same.