Force Motors Limited — Proxy Solicitation & Information Statement 2022

Nov 25, 2022

FM: SEC: F-42(16) 25th November, 2022

The Secretary, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Scrip Code: 500033

Sub.: Postal Ballot Notice intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir / Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot together with Explanatory Statement sent to the members of the Company whose names appeared on the Register of Members/ List of Beneficial Owners as on Friday, 18th November 2022 i.e. Cut-off date.

The above referred notice is also available on the website of the Company viz. www.forcemotors.com.

Kindly take the same on your record.

Thanking You, Yours faithfully,

For Force Motors Limited

GAURAV RAJIV DESHMUKH Digitally signed by GAURAV RAJIV DESHMUKH Date: 2022.11.25 16:04:13 +05'30'

Gaurav Deshmukh Company Secretary & Compliance Officer

Encl.: A/a.

FORCE MOTORS LIMITED

CIN L34102PN1958PLC011172 Regd. Office : Mumbai-Pune Road, Akurdi, PUNE – 411 035, INDIA. Tel. : (+91) 20 2747 63 81 Visit us at : www.forcemotors.com

NOTICE OF POSTAL BALLOT

(Pursuant to Sections 110 and 1 08. of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE of Postal Ballot ("Notice") is hereby given pursuant to Sections 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013, ("the Act"), read together with Rule 20 and Rule 22 ofthe Companies (Management and Administration) Rules, 2014 ("the Rules"), Secretarial Standard on General Meetings, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations"), read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated Apri113, 2020, General Circular No. 20/2020 dated May 5, 2020 and Gf\oeral Circular No. 22/2020 dated June 15, 2020 read with General CirC~:Jiar No. 39/2020 dated December 31 , 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated M<Jy 5, 2022 ("the MCACirculars") and pursuant to other applicable laws and regulations thatthe resolution appended below is proposed to the Members of Force Motors Limited (the Company), by way of Postal Ballot onlythrough remote e-voting. ·

In accordance with the provisions of the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose. email addresses are regi,stered with the Company or Link Inti me India Private Limited, Registrar & Transfer Agent of the Company ("RTA"), or with National Securities Depository Limited ("NSD~') and Central Depository Services (India) Limited ("CDS~'), the Depositories. Those Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

SPECIAL BUSINESS

ITEM NO.1-APPOINTMENT OF MS. SONIA PFIASHAR (DIN: 06477222) AS A DIRECTOR AND AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modifications, the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT Ms. Sonia Prashar (DIN: 06477222), who was appointed as an Additional Director (Independent) by the Board with effect from 28th September, 2022 based on the recommendation of the Nomination and Remuneration Committee, in terms of the provisions of Section 161 (1) of the Companies Act, 2013 (the Act) [including any statutory modifica~ion(s) therein for the time being in force] and Article 113 of tile Articles of Association of the Company, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuantto the provisions of Sections 149, 150, 152 and other applicable provisions, if any, ofthe Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the appointment of Ms. Sonia Prashar, who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, who has submitted a declaration to that effect and who is eligible for appointment as an Independent Director of the Company, be and is hereby approved for a term of 5 consecutive years, commencing from 28th September, 2022 to 27th September, 2027 and she would not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary, proper or desirable for the purpose of giving effect to this Resolution."

NOTES:

• 1. Statement pertaining to the said resolution setting out the material facts, as required under Section1 02(1) of the Act and as per Regulation 36(3) of the . SEBI Listing Regulations, for the above item ofthe business, is annexed to this Notice.
• 1. In line with the MCA and SEBI Circulars the Postal Ballot Notice is being sent only through e-mail to all the Members, whose names appear in the Register of Members I List of Beneficial Owners as received from the Depositories as on Friday, 18th November, 2022 (the 'cut-off date') and who have registered their e-mail address with the Company /the Depositories.
• 1. Members holding shares in physical form and who have not yet registered their e-mail address are requested to register the same with the Company by sending an e-mail to compliance-officer@forcemotors.com. Members holding shares in electronic form are requested to get their e-mail address registered with their respective depository participants. Thereafter, the Company would endeavourto send the Notice to such Members to enable them to casttheirvotethrough e-voting.

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

• 1. The Company has entered into an agreement with NSDL, for facilitating voting through electronic means, as an authorised agency.
• 1. The Notice is also being uploaded on the Company's website viz. www.forcemotors.com and on the website of NSDL viz. www.evoting.nsdl.com.
• 1. All the relevant documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through thee-voting process. Members seeking to inspect such documents can send an e-mail to compliance-officer@forcemotors.com.
• 1. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, 18th November, 2022.
• 1. Person, whose name is recorded in the register of members or in the register of beneficial owners ~son the cut-off date, i.e. Friday, 1Sth November, 2022, shall only be entitled to avail the facility of e-voting.
• 1. · Tile e-voting period will commence on Saturday, 26th November, 2022 at 09.00 a.m. (1ST) and end on Sunday, 25th December, 2022 at 05.00 p.m. (1ST) (both days inclusive). During this period, Members of the Company holding shares as on cut-off date either in physical form or in dematerialized form may casttheir votes electronically. The e-voting module shall be disabled by NSDL thereafter. Please note that once the vote on a resolution has been cast, the Member cannot change it subsequently, or cast the vote again.
• 1. Based on the consent received from Mr. Parag Pansare, Chartered Accountant in Practice, (Membership Number 117309) Board has appointed him as the Scrutinizer to scrutinize thee-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.
• 1. The Scrutinizer shall, not later than two days from the end of remote e-voting, prepare a scrutinizer's report of the total votes cast in favour or against, if any. The Scrutinizer will submit his final report to the Chairman or any other person authorised by him in writing, to declare the result of the voting forthwith. ·
• 1. Institutional/Corporate Shareholders (i.e. other than HUF, NRI etc.) intending to vote on the postal ballot through their authorized representatives are requested to send a scanned copy of certified true copy of the Board Resolution, to the scrutinizer, authorizing their representative to vote on their behalf electronically, through e-mail at parag.pansare@kirtanepandit.com.
• 1. The results declared along with the Scrutinizer's Report will be hosted on the Company's website www.forcemotors.com and on the website of NSDL i.e. www.evoting.nsdl.com. The results shall simultaneously be communicated to the Stock Exchange. ·
• 1. The resolution passed by the Members through Postal Ballot is deemed to have been passed effectively at a general meeting. The resolution, if passed by the requisite majority shall be deemed to have been passed on Sunday, 25th December, 2022 i.e., the last date' specified for receipt of votes through thee-voting process.

REMOTE E-VOTING INSTRUCTIONS:

How do I vote electronically using NSDL e-voting system?

The way to vote electronically on NSDL ~-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method lore-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 de mat mode are allowed to vote through their de mat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mailld in their de mat accounts in order to access e-Voting facility.

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

Type of Sharholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com eit~er 1. on a Personal Computer or on a mobile. On the e"Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' sectio.n , 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 ore-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 2. https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/ldeasDirectReg.jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the following 3. URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Qnce the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redire,eted to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-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.
	Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning 4. the OR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	Existing users who have opted for Easi I Easiest, they can login through their user id and password. 1. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi I Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	After successful login of Easi I Easiest the user will be also able to see the E Voting Menu. The Menu 2. will have links of e-Voling service provider i.e. NSDL. Click on NSDL to cast your vote.
	If the user is not registered for Easi I Easiest, option to register is available at 3. https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-Voting page by providing demat Account Number and 4. PAN No. from a link in 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in dematmode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL I CDSL fore-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 I CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name ore-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 10/ 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. NSDL and CIJSL. .1

Login type	Helpdesk details
Individual Sharel1olders holding	· Members facing any technical issue in login can contact NSOL helpdesk by sending a request at
securities in de mat mode with NSOL	evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding	Members facing any technical issue in login can contact COSL helpdesk by sending a request at
securities in de mat mode with CDSL	helpdesk.evoting@cdslindia.com or contact at 022- 2305 8738 or 022-2305 8542-43

(B) Login Method for e-Voting for s~areholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. ·

How to Log-into NSDL e-Voting website?

• 1. Visit the e-Voting website of NSOL. 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 'Shareholder/Member' section.
• 1. 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 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.
• 4 .. , Your User ID details are given below:

	Manner of holding shares i.e. Oemat (NSDL or CDSL) or Physical	Your User ID is :
(a)	For Members who hold shares in demat account with NSDL.	8 Character OP 10 followed by 8 Digit Client ID
		For example if your OP ID is IN 300 and Client 10 is 12 then your user 10 is IN30012**.
(b)	For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
		For example if your Beneficiary ID is 12** then your user ID is 12**
(c)	For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company
		For example if folio number is 001 *** and EVEN is 101456 then user ID is 101456001 ***

• 1. Password details for shareholders othet·than Individual shareholders are given below:
• (a) If you are already registered fore-Voting, then you can use your existing password to login and cast your vote.
• (b) If you are using NSOL 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 pasqword' and the system will force you to change your password.

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

  • (i) If your emaiiiD is registered in your demat account or with the company, your 'initial password' is communicated to you on your emaiiiD. Trace the email sent to you from NSOL 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 10 for NSDL account, last 8 digits of Client ID forCDSL account or folio numberfor shares held in physical form. The .pdf file contains your' User ID' and your 'initial password'.
  • (ii) If your emaiiiD is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered. ·

• If you at·e unable to retrieve or have not received the" Initial password" or have forgotten your password:

• (a) Click on ·"Forgot User Details/Password?" (If you are holding shares in your de mat account with NSOL or CDSL) option available on www.evoting.nsdl.com.

• (b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• (c) 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 de mat account number/folio number, your PAN, your name and your registered address etc.
• (d) Members can also usetl1e OTP (One Time Password) based login for casting the votes on thee-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.

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

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

• 1. After successful login at Step 1, 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 during the remote e-Voting period.
• 1. Now you are ready fore-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 yoUI· 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 tqke the printout of the votes cast by Y9U 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 parag.pansare@ kirtanepandit.com with a copy marked to evoting@nsdl.co.in. Institutional slmel1olders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution 1 Power of Attorney I Autl1ority Letter etc. by clicking on "Upload Board Resolution I Authority Letter" displayed under ·~e-Voting" tab in their login.
• 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 resetthe password.

• In case of any quet·ies, 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 1020 990 and 1800 22 44 30 or send a request to Mr. Pratik Bhatt (022-2499 4738); Ms Pallavi Mhatre (022-2499 4545) or Mr. Amit Vishal (022-2499 6360) at evoting@nsdl.co.in

Process for those shareholders whose email ids are nof registered with the depositories for procuring user id and password and registration of e-mail ids for e-voling 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 compliance-officer@forcemotors. com, sandip. pawar@ linkintime.co.in or evoting@nsdl.co.in.
• 1. In case shares are held in de mat mode, please provide DPID-CLID (16 digit DPID + CUD 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 compliance-officer@ fbrcemotors. com, sandip.pawar@linkintime. co. in or evoting@nsdl.co.in.
• 1. If you are an individual shareholder holding securities in demat. mode, you are n;quested to refer to the login method explained at step 1 (A) i.e. Login method for e-\foling for Individual shareholders holding securities in de mat mode.
• 1. Alternatively, the shareholder I member miJ.Y send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. 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 DPs. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

' . STATEMENT PURSUANT TO SECTION 102(1) OF THE ACT AND REGULATION 36(3) OF THE SEBI (LISTING OBliGATIONS AND DISCLOSURE REQUIREMENTS} REGULATIONS, 2015 (SEBiliSTING REGULATIONS)

'· Based on the recommendation of the Nomination and Remuneration Committee ('NRC'), the Board appointed Ms. Sonia Prashar (DIN: 06477222), as an Additional Independent Director of the Company pursuantto the provisions of Section 161 of the Companies Act, 2013 ("the Act") w.e.f. 28th September 2022.

Pursuant to the provisions of Section 161 (1) of the Act and Article 113 of the Articles of Association of the Company, Ms. Sonia Prashar holds office upto the next Annual General Meeting of the Company and is eligible to be appointed as a Director.

In accordance with provisions of Regulation 17 (1 C) read with Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), appointment of an independent director shall be approved by the Members ofthe Company by way of a special resolution atthe next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Ms. Sonia Prashar has apart from consent also given declaration to the Board, inter alia, that (i) she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations, (ii) is not restrained from acting as a Director by virtue of any order passed by SEBI or any such authority and (iii) is eligible to be appointed as a Director in terms of Section 164 of the Act. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing her candidature for the office of Director.

In the opinion of the Board, Ms. Sonia Prashar is a person of integrity, possesses relevant expertise I experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and she is independent of the management. She is not related to any other director of the Company.

Given her expertise in international trade and development including forging constructive collaborations, Strategic Business Relationships, Merger and Acquisitions, Sales and Marketing, the Board considers it desirable and in the interest of the Company to have Ms. Sonia Prashar on the Board of the Company and accordingly the Board recommends her appointment as an Independent Director as proposed in the Resolution set out in the Notice for approval by the Member·s. ·

Electronic copy of the terms and conditions of appointment ofthe Independent Directors is available for inspection on the website of the Company.

The profile of Ms. Sonia Prashar and the details w.r.t. appointment of directors as required to be provided to the shareholders under sub-regulation (3) of Regulation 36 of the SEBI Listing Regulations, are given in Annexure to this Notice. ·

Except for Ms. Sonia Prashar and/or hec relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution as set out in the Notice for the approval ofthe Members oftl1e Company.

By Order of the Board of Directors

For Force Motors Limited

Gaurav Deshmukh Company Secretary & Compliance Officer

Pune, 25th November, 2022

Registered Office :

Mumbai- Pune Road, Akurdi, Pune- 411 035.

GIN: L34102PN1958PLC011172 Website: www.forcemotors.com Phone: (Board) + 91 20 27 4 7 6381 E-mail: compliance-officer@forcemotors.com

DETAILS OF DIRECTORS SEEKING APPOINTMENT I RE-APPOINTMENT

[Pursuant to Regulation 36(3) ofthe SEBI (Listing Obligations and DiSclosure Requirements) Regulations, 2015 and Secretarial Slandard-2 on General Meetings] '"

Name ofthe Director	Ms. SoniaPrashar
Director Identification Number	06477222
Date of Birth (Age)	21-09-1972
Date of first appointment on the Board	28-09-2022
Educational Qualification	- Bachelors in Science and Education;
	- Diploma Holder in German Language;
	- MBA Essentials from LSE (London School of Economics and Political Science);
	- Business, International Relations and the Political Economy from LSE.
Experience (including expertise in specific functional areas) I Brief Resume . ,	Ms. Sonia Prashar is an expet·ienced professional witl1 a demonstrated. history of working in international trade and development for more than twenty five years. She is skilled in forging constructive collaborations, Strategic Business Relationships, Merger . and Acquisitions .
	She joined the Indo-German Chamber of Commerce in 1996 and currently holds the position of Deputy Director General at its New Delhi Offica. She is actively involved in the Indian Trade shows in all regions, promoting "Trade Fairs" as an effective tool for marketing. She has handled the German participation of large, small and medium sized companies at more than 250 shows. She is the Chairperson of NuernbergMesse India Pvt. Ltd., subsidiary of NuernbergMesse, one of the 20 largest exhibition companies in the world and a Board Member of EXPO NOVA.
	She also holds honorary positions on various associations and forums as:
	1. Member Executive Council of India Exhibition Industry Association (lElA) and its President,
	2. Chairperson of the Women Leadership Forum, lElA,
	3. Member of India against Road Crashes (IARC) and also on the advisory Board of Seekho India Pvt. Ltd.
Directorsl1ips held in other listed companies (excluding foreign companies)	lnsilco Limited
Memberships/ Chairmanships of Committees across companies (excluding foreign companies)	Name of the Company	Name of tile Committee	Member I Chairman
	lnsilco Limited	Audit Committee	Member
		Nomination and Remuneration Committee	Chairman
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Not related to any Director I Key Managerial Personnel of the Company.
No. of shares held in the Company either by self or as a beneficial ownet·	Nil
Terms and Conditions of appointment I re-appointment	As per the Special Resolution set forth in the Notice.
In case of independent director, the skills and capabilities required for the role and tl1e manner in which the proposed person meets such requirements	Ms Sonia Prashar, being an experienced professional in international trade and development, constructive collaborations, Strategic Business Relationships, Merger and Acquisitions, Sales and Marketing, has requisite skills and expertise as required on the Board of the Company.
Name of listed entities from which the person has resigned in the past three years (excluding foreign Companies)	Nil