Ganges Securities Ltd. — AGM Information 2021

Aug 1, 2021

GANGES SECURITIES LIMITED

CIN — L74120UP2015PLC069869 REGD. OFFICE - P.O. HARGAON, DIST SITAPUR (U.P.), PIN — 261 121 Phone No. (05862) 256220-221; Fax No.: (05862) 256 225 , E-mail — gangessecurities@birlasugar.org; Website-www.birla-sugar.com

August 01, 2021

The Secretary The Dy. General Manager National Stock Exchange of India Ltd. Corporate Relationship Department Exchange Plaza, 5th Floor BSE Ltd. Plot No. C/1, G Block lst Floor, New Trading Ring, Bandra- Kurla Complex, Rotunda Building Bandra (E) P.J. Towers, Dalal Street, Fort, Mumbai 400 051 Mumbai-400 001

Symbol : GANGESSECU Stock Code : 540647

Dear Sirs,

Sub: Intimation of Annual General Meeting and Book Closure

The 7° Annual General Meeting ('AGM') of the Company will be held on Thursday, August 26, 2021 via Video Conferencing / Other Audio — Visual Means, in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, in view of the prevailing COVID-19 pandemic.

Pursuant to Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Register of Members and Share Transfer Books of the Company will remain closed from Friday, August 20, 2021 to Thursday, August 26, 2021 (both days inclusive) for the purpose of the ensuing 7" Annual General Meeting of the Company, being convened to consider the business as set out in the Notice of the 7" AGM dated May 10, 2021. Copy of Notice convening the AGM is enclosed herewith for your records.

The Cut-off date for ascertaining the members who shall be eligible to cast vote through the process of e-voting on the resolutions covered by the aforesaid AGM Notice is August 19, 2021.

We are also arranging to upload the Notice of AGM on the Company's website www.birlasugar.com/www.gangessec.com.

Kindly take the same on your record and display the same on your website.

Thanking you,

Yours faithfully, For Ganges Securities Limited

Vijaya Agérwala Company Secretary ACS 38658

Ganges Securities Limited

CIN: L74120UP2015PLC069869 Registered Offi ce: P.O. Hargaon, Dist.- Sitapur (U.P.), Pin – 261 121 Email: gangessecurities@birlasugar.org, Website: www.birla-sugar.com Phone (05862) 256220, Fax (05862) 256225

NOTICE

Notice is hereby given that the Seventh Annual General Meeting ('AGM') of the members of GANGES SECURITIES LIMITED will be held on Thursday, August 26, 2021 at 11:00 A.M., through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

AS ORDINARY BUSINESS

1. To receive, consider and adopt:

• a) the Standalone Financial Statements of the Company for the year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon;
• b) the Consolidated Financial Statements of the Company for the year ended March 31, 2021 and the Report of the Auditors thereon.
• 2. To appoint a Director in place of Mrs. Nandini Nopany (DIN: 00051362), who retires by rotation and being eligible, off ers herself for re-appointment.

AS SPECIAL BUSINESS

3. To consider and if thought fi t, to pass the following resolution as a Special Resolution, with or without modifi cation:

RESOLVED THAT in accordance with the provisions of Sections 152, 196, 197 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifi cation(s) or re-enactment(s) thereof, for the time being in force), consent of the members be and is hereby accorded to the appointment of Mrs Urvi Mittal (DIN: 02780842), as the Managing Director of the Company for a period of three (3) years with eff ect from 1st April, 2021, whose offi ce is liable to retire by rotation, if required, at a remuneration and on such terms as set out in the Explanatory Statement annexed to this notice, with authority to the Board (including Committees thereof) to alter and vary the terms and conditions including remuneration of the Managing Director from time to time at its discretion, within the permissible limits as per the Companies Act, 2013 and/or subject to such approvals as may be required, if any, as on the date of alteration/variation.

RESOLVED FURTHER THAT Mrs Urvi Mittal shall, subject to superintendence, control and directions of the Board of Directors perform such duties and exercise such powers as have been or may from time to time be entrusted to or conferred upon her by the Board.

RESOLVED FURTHER THAT in the event of the Company having no profi t in any fi nancial year during the tenure of Mrs Urvi Mittal as the Managing Director, consent of the Company be and is hereby accorded to the payment of remuneration as set out in the Explanatory Statement annexed to the Notice calling the meeting as and by way of Minimum Remuneration.

RESOLVED FURTHER THAT the Board of Directors be and they are hereby authorised to determine, from time to time, such increments, bonus payable to Mrs Urvi MIttal, Managing Director, as it may deem fi r and proper, within the limits as specifi ed under the Act and to do or cause to be done in the name and at the cost of the Company all such acts, deeds and things and to take all such steps as may be necessary, proper or expedient to give eff ect to the aforesaid resolution".

Date: May 10, 2021 ACS- 38658

By Order of the Board of Directors For Ganges Securities Limited

Vijaya Agarwala Place: Kolkata Company Secretary

NOTES:

• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Aff airs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 read with SEBI Circular dated January 15, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Aff airs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM and participate there at and cast their votes through e-voting. Therefore, Proxy Form and Attendance Slip are not annexed to this notice convening the 6th AGM of the Company (the "Notice").
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on fi rst come fi rst served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of fi rst come fi rst served basis.

NOTICE

• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Aff airs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL. The Board of Directors has appointed Mr Mohan Ram Goenka (Membership No. FCS 4515), Practicing Company Secretary as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.
• 1. In line with the Ministry of Corporate Aff airs (MCA) Circular No. 17/2020 dated April 13, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice calling the AGM has been uploaded on the website of the Company at www.birla-sugar.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020,. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.birla- sugar.com and the websites of the Stock Exchanges i.e. BSE Limited, National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com
• 1. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed.
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business to be transacted at the meeting, is annexed hereto.

The special business under Item Nos. 3 of the notice of AGM, to be transacted at the AGM, has been considered unavoidable by the Board of Directors of the Company.

• 1. The Share Transfer Books and Register of Members of the Company will remain closed from Friday, August 20, 2021 to Thursday, August 26, 2021 (both days inclusive) for the purpose of the AGM.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with eff ect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, Link Intime India Private Limited ("RTA") for assistance in this regard.
• 1. Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to RTA in case the shares are held by them in physical form.
• 1. In all correspondence with the Company/Registrar & Share Transfer Agent the Members are requested to quote their accounts/ folio numbers and in case their shares are held in the dematerialized form their Client ID Number and DP ID Number.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to RTA in case the shares are held in physical form.
• 1. In case of joint holders, the Member whose name appears as the fi rst holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, shall be available for electronic inspection by the members during the AGM. All documents referred to in the Notice shall also be available for electronic inspection. Members seeking to inspect such documents can send an email to gangessecurities@birlasugar.org.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. Further in terms of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 securities of listed companies can only be transferred in dematerialized form with eff ect from 01 April, 2020, in view of the above, members are adviced to dematerialize shares held by them in physical form.

VOTING THROUGH ELECTRONIC MEANS

• 1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below:
• 1. The remote e-voting period commences on Sunday, August 22, 2021 (9:00 a.m. IST) and ends on Wednesday, August 25, 2021 (5:00 p.m. IST).
• 1. During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, August 19, 2021 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.
• 1. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
• 1. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.
• 1. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
• 1. In line with the Ministry of Corporate Aff airs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.birla-sugar.com. The Notice can also be accessed from the website of National Stock Exchange at www.nseindia.com and Bombay Stock Exchange Limited at www.bseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www. evoting.nsdl. com.
• 1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time (Thursday, August 26, 2021 at 10:45 A.M) of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on fi rst come fi rst served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of fi rst come fi rst served basis.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER

The remote e-voting period begins on Sunday, August 22, 2021 at 09:00 A.M. and ends on Wednesday, August 25, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Benefi cial Owners as on the record date (cut-off date) i.e. Thursday, August 19, 2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, August 19, 2021.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

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

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Benefi cial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	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 Verifi cation 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.
	App Store Google Play
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their 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 are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https://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 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.

Type of shareholders	Login Method
Individual Shareholders (holding	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/
securities in demat mode) login	CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
through their depository participants	to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or
	e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
	e-Voting period or joining virtual meeting & voting during the meeting.

Login method for Individual shareholders holding securities in demat mode is given below: (Contd.)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	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 or 022-23058542-43

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

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

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 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 Verifi cation 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		Your User ID is:
	(NSDL or CDSL) or Physical
a)	For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is
	demat account with NSDL.	IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in	16 Digit Benefi ciary ID For example if your Benefi ciary ID is 12**
	demat account with CDSL.	then your user ID is 12**
c)	For Members holding shares in	EVEN Number followed by Folio Number registered with the company
	Physical Form.	For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the fi rst time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
• (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf fi le. Open the .pdf fi le. The password to open the .pdf fi le 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 fi le contains your 'User ID' and your 'initial password'.
• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are 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 demat account with NSDL 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 demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on 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.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 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 "Confi rm" when prompted.
• 1. Upon confi rmation, 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 confi rmation page.
• 1. Once you confi rm 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 goenkamohan@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. August 19, 2021, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. August 19, 2021 may follow steps mentioned in the Notice of the AGM under Step 1 :"Access to NSDL e-Voting system"(Above).
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential. Login to the e-voting website will be disabled upon fi ve 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 1020 990 and 1800 22 44 30 or send a request to to Mr. Amit Vishal, Senior Manager and /or Ms. Pallavi Mhatre, Manager at evoting@nsdl.co.in

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

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certifi cate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email gangessecurities@birlasugar.org.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit benefi ciary 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 gangessecurities@ birlasugar.org. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may 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 Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at gangessecurities@birlasugar.org latest by 05:00 p.m. (IST) on or before Thursday, August 19, 2021.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at gangessecurities@birlasugar.org latest by 05:00 p.m. (IST) on or before Thursday, August 19, 2021.The same will be replied by the company suitably.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
• 1. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.
• 1. Members who need assistance before or during the AGM, can contact Mr. Amit Vishal, Senior Manager, NSDL and / or Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in or call 1800 1020 990 / 1800 22 44 30.
• 1. The Scrutinizer shall after the conclusion of voting at the AGM, will fi rst count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting and shall make, not later than two working days of the conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• 1. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.birla-sugar.com / www.gangessec.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited.

EXPLANATORY STATEMENT

Item No. 3

The Nomination & Remuneration Committee at its meeting held on April 01, 2021 recommended to take advantage of Mrs. Urvi Mittal's skills, experience and knowledge, and recommended to consider appointment of Mrs. Mittal in the offi ce of the Managing Director of the Company.

Accordingly, in view of the recommendation made by the Nomination & Remuneration Committee and the Audit Committee and in accordance with provisions of Sections 196, 203 of the Companies Act, 2013 and other applicable provisions of the Act read with Rules framed there under and in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, recommend the Resolution mentioned in Item No 3 of the Notice for your approval.

Except Mrs Urvi Mittal, none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives is/are concerned or interested, fi nancially or otherwise, in the resolution set out at Item No. 3.

The requisite information required in terms of the provisions of Section II of Part II of Schedule V to the Act relating to Item No.3 above are given below:

I. GENERAL INFORMATION:

• 1. Nature of industry: The main object of the Company is to invest, deal etc. in securities mainly of group companies.
• 2. Date or expected date of commencement of commercial production: The Company is in operation since March 30, 2015. As the Company is a Core Investment Company and the main business of the Company is investment and such there is no commercial production in the Company.
• 3. In case of new companies, expected date of commencement of activities as per project approved by fi nancial institutions appearing in the prospectus: Not Applicable.
• 4. Financial performance based on given indicators: The information is being provided from the Audited Accounts for the fi nancial year ended on 31st March, 2018, 31st March, 2019, and 31st March, 2020.

GANGES SECURITIES LIMITED

Particulars	31.03.2018	31.03.2019	31.03.2020
Gross Turnover	58.96	71.15	102.12
Revenue from Operations	42.21	42.42	74.90
Other Income	16.75	28.73	27.22
Profi t/(Loss) before Tax	6.93	43.19	39.35
Profi t/(Loss) after Tax	6.93	38.34	39.35
Net Worth	4,803.87	4,842.21	5,116.14

(Rs. in lakhs)

1. Foreign investments or collaborations, if any.: Not Applicable

II. INFORMATION ABOUT THE APPOINTEE:

• 1. Background details: Mrs. Urvi Mittal has completed her Bachelors in Economics from Yale University (New Haven, USA) and Master of Business Administration from Columbia University and has to her credit a brilliant academic career. She is an eminent personality and possesses rich experience in fi nance and overall administration in corporate sector.
• 2. Past remuneration: Nil, as she was a Non-Executive Director of the Company.
• 3. Recognition or awards: Not Applicable
• 4. Job profi le and his suitability: Mrs Urvi Mittal has been actively associated in the business and plays a pivotal role in all strategic business policies / decisions of the company. As the Managing Director of the Company the incumbent is expected to look after the whole or substantially the whole of the aff airs of the Company subject to overall supervision, control and direction of the Board.

5. Remuneration proposed: As set out below:

i.	Basic Salary	:	Rs. 4,50,000/- (Rupees Four Lakh Fifty Thousand) only per month
			(The Nomination and Remuneration Committee may recommend to the Board to increase the emoluments at appropriate intervals after taking into account the Company's performance, within the limits contained in Companies Act, 2013 or any amendment thereof or otherwise as may be permissible in law).
ii.	Bonus/ Ex-Gratia	:	The Managing Director shall be allowed Bonus once a year subject to ceiling of one month's basic salary
iii.	Medical Allowance	:	Reimbursement of expenses incurred by the Managing Director for self and her family, subject to a ceiling of one month's basic salary in a year.
iv.	Leave	:	Leave as per the Rules of the Company.
v.	Leave Travel Assistance	:	As per the Rules of the Company.
vi.	Travelling and other Expenses	:	Reimbursement of travelling and all other expenses incurred for the business of the Company
vii.	Car & Telephone	:	The Company may provide a car with driver and telephone at the residence of the Managing Director. Provision of car for use on the Company's business and telephone will not be considered as perquisites. Personal long distance calls and use of car for private purposes shall, however, be paid for by the Managing Director.
	viii. Notice Period	:	The appointment may be terminated by giving three months' notice by either side without assigning any reason whatsoever.
ix.	Minimum Remuneration	:	Wherein in any fi nancial year during the tenure of the employment, the company has no profi t or its profi t is inadequate, the remuneration payable to the Managing Director will be as outlined above, subject to the compliance of provisions of Companies Act, 2013, as applicable.
x.	Sitting Fee	:	The Managing Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or any Committees thereof during her tenure as Managing Director.
xi.	Disengagement	:	The appointment is subject to disengagement in accordance with the provisions of the Articles of Association of the Company, the Companies Act, 2013, the Rules made there under and Code of Conduct and all other applicable Codes & Policies of the Company and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as and when applicable.

• 6. Comparative remuneration profi le with respect to industry, size of the company, profi le of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Not Applicable.
• 7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any: Mrs Urvi Mittal holds only 11,775 equity shares of the Company. She does not have any other pecuniary relationship directly or indirectly with the Company. She does not have any relationship with the managerial personnel of the Company.

III. OTHER INFORMATION:

• 1. Reasons of loss or inadequate profi ts: The Company is in the mode of consolidation of businesses which generally requires spending money upfront leading to minimal profi ts in the initial years. The Company's integration and optimization exercise is progressing well and is as per schedule. In addition to these optimization and integration measures and increased compliance/remediation costs impact the profi tability of the Company.
• 2. Steps taken or proposed to be taken for improvement: The Company has embarked on a series of strategic and operational measures that is expected to result in improvement in the present position.
• 3. Expected increase in productivity and profi ts in measurable terms: The Company has taken various initiatives to maintain its position, improve market share and fi nancial performance. It has been aggressively pursuing and implementing its strategies to improve fi nancial performance. It is believed that fi nancial position of the company will improve considerably in the coming years.

IV. Disclosures:

• 1. Information on the remuneration package of the managerial personnel: The remuneration package is as stated in the Explanatory Statement to the Notice.
• 2. Disclosures on remuneration package and other terms of Directors under Corporate Governance' Report: Corporate Governance Report forms a part of the Annual Report and the remuneration package and other terms applicable to the Directors are disclosed therein.

Particulars of Directors seeking appointment/re-appointment at the Annual General Meeting

(In pursuance of Section 196 (4) of the Companies Act, 2013, Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2)

Name	Mrs Nandini Nopany	Mrs Urvi Mittal
Date of birth	11.05.1947	21.08.1991
		Mrs. Urvi Mittal has completed her Bachelors in Economics
	Mrs Nandini Nopany is an eminent	from Yale University (New Haven, USA) and Master of Business
Brief profi le covering experience	industrialist and philanthropist. She has	Administration from Columbia University and has to her credit
	about 4 decades of experience in overseeing	a brilliant academic career. She is an eminent personality and
	and management of businesses.	possesses rich experience in fi nance and overall administration
		in corporate sector.
Date of appointment	02.08.2016	01.04.2021
	Mrs Nandini Nopany shall be liable to
Terms and Conditions of Appointment/ Re	retire by rotation and she shall be entitled
appointment	to receive sitting fee for attending the	As per Explanatory Statement
	meetings of the Board of Directors and
	Committees thereof.
Inter-se relationship	None	None
	2,37,570 (including 37570 Equity Shares
Shareholding	held as Trustee of Chandra Shekhar Charity Trust)	11,775 Equity Shares
Number of Board Meetings attended during the
year	Five	Five
Remuneration last drawn (FY 2020-21)	For remuneration details, please refer the	For remuneration details, please refer the Corporate
	Corporate Governance Report	Governance Report
	Avadh Sugar & Energy Ltd.	Uttam Commercial Limited
	Ronson Traders Ltd.	Centre Stage Creations Private Limited
	Uttar Pradesh Trading Company Limited	Gladiolus Traders Private Limited
	Modern Diagen Services Limited
Other Directorships	Uttam Commercial Limited
	Nilgiri Plantations Limited
	Shital Commercial Limited
	Cinnatolliah Tea Limited
	Centre Stage Creations Private Limited
Committee Memberships, if any with position	Nil	Nil

By Order of the Board of Directors For Ganges Securities Limited Vijaya Agarwala Place: Kolkata Company Secretary

Notes

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GANGES SECURITIES LIMITED

Notes

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