Ginni Filaments Ltd. — AGM Information 2021

Sep 2, 2021

NOTICE

Notice is hereby given that the 38Th (Thirty Eighth) Annual General Meeting (AGM) of the Members of Ginni Filaments Limited will be held on Tuesday, the 28th September, 2021 at 11.30 A.M through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of Members at a common venue, to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2021 including the Audited Balance Sheet as at March 31, 2021 and the statement of Profit and Loss Accounts and Cash Flow for the year ended on that date and the Reports of the Board and the Auditors thereon.
• 1. To appoint a Director in place of Shri Suresh Singhvi (DIN 00293272) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Amendment in the Main Object Clause of Memorandum of Association as per the provision of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 13 and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), and the rules made thereunder and subject to the approval of the concerned Registrar of Companies, Ministry of Corporate Affairs, consent of members be and is hereby accorded to append the following sub clause (6) after sub clause (5) of clause III (A) of the Memorandum of Association of the Company:

"6. To carry on the business of manufacturers, processors, producers, purchasers, sellers, blenders, makers, researchers and dealers in cosmetics ,Hygiene and health care products, non prescribed drugs, wet and dry wipes, face masks, coverall, masks, Abdominal pads, bath towels. Bandages, Gauzes, Gowns. Mits and other textile products for hospital, patient care, medical and surgical applications, food preservative and addictives, perfumes, scents, gels, sprays, nail polish, fragrances, powders, lavenders, tooth pastes, tooth powder, hair oils, herbals, creams, Gel, ayurvedic and intermediates, toiletries preparations, soaps their raw materials & all allied items.

RESOLVED FURTHER THAT Board of Directors of the Company, be and is hereby authorized to take necessary steps to obtain confirmation of concerned Registrar of Companies, Ministry of Corporate Affairs under Section 13(9) of the Companies Act, 2013 in respect of the aforesaid alteration of Clause III of the Memorandum of Association and to agree to such modifications, terms & conditions in the new proposed sub clause as may be directed by the Registrar of Companies and to modify the same accordingly.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

4. Adoption of New Memorandum of Association as per the provision of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 13, 15 and other applicable provisions of the Companies Act, 2013 and read with applicable provisions of the Companies Rules, 2014 and recommendation made by the Board, consent of the members be and are hereby accorded to adopt new set of Memorandum of Association of the Company in place of the existing Memorandum of Association of the Company with clause III (A) containing the sub clauses no. 1 to 6 in accordance with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the name of existing clause III (B)- containing the "Objects Incidental or Ancillary to the attainment of Main Object" sub clauses no. 1 to 12 be and hereby stand deleted and replaced by new clause III (B) "Matters which are necessary for furtherance of the objects specified in clause III (A) containing sub clauses no. 1 to 25.

RESOLVED FURTHER THAT the existing clause III (C) containing "The other objects for which the Company is established" be and hereby also stand deleted in full.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

5. Adoption of Articles of Association as per the provision of the Companies Act, 2013

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provision of Section 14, 15 and any other applicable provisions of the Companies Act, 2013 ("The Act"), read with the Companies (incorporation) Rules, 2014 (including any statutory modification(s) or

re-enactment thereof, for the time being in force), the consent of members be and is hereby accorded to adopt new set of Articles of Association containing, inter-alia, Article No. 1 to `Article No. 88 in place of existing Articles of Association containing Article No. 1 to Article No. 167.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

6. Ratification of the Remuneration of the Cost Auditor

To consider, and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of `1,70,000/- (Rupees One Lakh Seventy Thousand only) plus applicable taxes and out of pocket expenses to be paid to M/s K. G. Goyal & Associates (Firm Registration No. 000024), Cost Auditors of the Company to conduct the Audit of the cost records of Spinning Units of the Company situated at Kosi Kalan (Distt. Mathura, UP) for the Financial Year ending March 31, 2022, as approved by the Board of Directors of the Company, be and is hereby ratified.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board Place: Noida Bharat Singh Date: 27th July, 2021 Company Secretary Membership No. F6459

NOTES

• 1. In view of the situation arising due to COVID-19 global pandemic, the Ministry of Corporate Affairs ("MCA") vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") has permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the registered office of the Company.
• 1. In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.
• 1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out material facts concerning the business under Item Nos. 3 to 6 of the Notice, is annexed hereto. The relevant details, pursuant to Regulations 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 Annual General Meeting ("AGM") is also annexed.
• 1. Since, the AGM is being conducted through VC/OAVM, the Proxy Form and the Attendance Slip are not required to be annexed to this Notice.
• 1. Institutional/Corporate members intending to attend the AGM through authorised representatives are requested to send a scanned copy of duly certified copy of the board or governing body resolution authorising the representatives to attend and vote at the Annual General Meeting through VC/OAVM. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to jatinfcs@gmail.com with a copy marked to Secretarial@ginnifilaments.com.
• 1. The register of members and share transfer books of the Company shall remain closed from Wednesday 22nd September, 2021 to 28th September, 2021 (both days inclusive) for the purpose of Annual General Meeting.
• 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 in electronic form and to Registrar and Transfer Agent (RTA) Skyline Financial Services Pvt. Ltd. at D-153/A, 1st Floor, Phase-I, Okhla Industrial Area, New Delhi-110020 in case the shares are held in physical form.

• 1. Members holding shares in physical form can avail of the nomination facility by filing Form SH-13 with the Company or its Registrar and Transfer Agent of the Company viz. M/s Skyline Financial Services Pvt. Ltd. at D-153/A, 1st Floor, Phase-I, Okhla Industrial Area, New Delhi-110020. Members holding shares in electronic mode, may approach their respective Depository Participant for availing the nomination facility
• 1. Members who are holding shares in physical form in identical names in more than one folio are requested to write to RTA enclosing their Share Certificate(s) to enable the Company to consolidate their holding into one folio.
• 1. In case of joint Members attending the AGM, only such joint holder who is higher in the order of names will be entitled to e-vote.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect 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, Skyline Financial Services Pvt. Ltd. for assistance in this regard
• 1. Pursuant to SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018, shareholders holding shares in physical form whose folio do not have / have incomplete details with respect to PAN and bank particulars are mandatorily required to furnish the PAN and bank account details to the Company / Registrar & Transfer Agent (RTA) for registration under their folio.
• 1. To support the Green Initiative, members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically or download from the website of the Company www.ginnifilaments.com or www.nseindia.com.
• 1. Relevant documents referred to in the Annual Report including AGM Notice and explanatory statements are available for inspection through electronic mode basis by members upto the date of AGM and members can send an email in this regard to secretarial@ginnifilaments.com.
• 1. During the AGM, the statutory register maintained under Section 189 of the Companies Act, 2013 and Section 170 of the Companies Act, 2013 and any other documents as may be required will be available for inspection by members in electronic mode. Members can inspect the same at the website of the Company i.e. www.ginnifilaments.com.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 15, 2021, the Notice of AGM and Annual Report along with login details for joining the AGM through VC / OAVM facility including e-voting are being sent only through electronic mode to those Members whose e-mail address are registered with the Company or DP or RTA. Members may note that this Notice of AGM and Annual Report will also be available on Company's website (www. ginnifilaments.com), Stock Exchange's website (www.nseindia.com) and CDSL website (www.evotingindia.com).
• 1. Pursuant to Sections 101 and 136 of the Act read with relevant Rules made thereunder, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository Participants ('DP'). Members, who have not registered their e-mail address with the Company or with their respective depository and wish to receive the Notice of the 38th AGM and the Annual Report, can now register/update their E-mail address with RTA at the following link : http:// skylinerta.com/EmailReg.php or send scanned copy of a duly signed letter by the Member(s) mentioning their name, complete address, folio number, number of shares held with the Company along with self-attested scanned copy of the PAN Card and self attested scanned copy of any one of the following documents viz., Aadhar Card, Driving Licence, Election Card, Passport, utility bill or any other Govt. document in support of the address proof of the Member as registered with the Company by email to secretarial@ginnifilaments.com . Members holding shares in demat form can update their email address with their Depository Participants.
• 1. Please note that the updation/registration of email addresses on the basis of the above link and scanned documents will be only for the purpose of sending the notice of 38th AGM and Annual Report for 2020-21 and thereafter shall be disabled from the records of the RTA immediately after the 38th AGM. The Member(s) will therefore be required to send the email ID updation request along with hard copies of the aforesaid documents to RTA for actual registration in the records to receive all the future communications including Annual Reports, Notices, Circulars, etc. from the Company electronically.
• 1. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on the cut -off date i.e. 21.09.2021 may obtain the login Id and password by sending a request mail at secretarial@ginnifilaments.com or parveen@skylinerta.com
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• 1. Since the AGM will be held through VC/OAVM without the physical presence of Members at a common venue, the route map is not required to be annexed.
• 1. Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM till 15 minutes thereafter and will be available for Members on first come first served basis upto 1000 members. The large shareholders (i.e. 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. can attend the 38th AGM without any restriction on account of firstcome first served principle.

23. Voting

All persons whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date namely 21st September, 2021 only shall be entitled to vote at the General Meeting by availing the facility of remote e-voting or by voting at the General Meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR VOTING THROUGH ELECTRONIC MEANS PRIOR TO AGM

• a) 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 MCA Circulars 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. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
• b) 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.
• c) The Company has appointed Mr. Jatin Gupta of M/s Jatin Gupta & Associates, Practicing Company Secretary, to act as the Scrutiniser to scrutinise the voting during the AGM and remote e-voting process in a fair and transparent manner and he has given his consent for the same.
• d) The Scrutinizer shall immediately after the conclusion of e-voting at the AGM, unblock the votes cast through remote e-voting and e-vote cast during AGM and will make, not later than 2 working days from the conclusion of the AGM, a consolidated scrutinizer's report of the total e-votes cast before the AGM 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.
• e) The Results declared along with the report of the Scrutinizer will be placed on the website of the Company at www.ginnifilaments.com and on the website of CDSL at www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results will also be immediately submitted to the National Stock Exchange of India Ltd., Mumbai.
• f) The voting rights of shareholders shall be in proportion to their shares of the paid up equity shares capital of the Company.
• g) Any person who becomes a Member of the Company after dispatch of the Notice of the meeting and holding shares as on the cut-off date i.e. 21st September, 2021 may obtain the login details in the manner as mentioned below.

24. THE INSTRUCTIONS FOR SHAREHOLDRES VOTING ELECTRONICALLY ARE AS UNDER:

• (i) The voting period begins on 25.09.2021 at 9.00 AM and ends on 27.09.2021 at 5.00 PM. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of 21st September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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

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

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular**,** Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of	Login Method
shareholders
IndividualShareholdersholding securities inDemat mode withCDSL	1)Users of who have opted for CDSL's Easi / Easiest facility, can login through theirexisting user id and password. Option will be made available to reach e-Voting pagewithout any further authentication. The URLs for users to login to Easi / Easiestare https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click onLogin icon and select New System Myeasi.2)After successful login the Easi / Easiest user will be able to see the e-Voting Menu.On clicking the e-voting menu, the user will be able to see his/her holdings alongwith links of the respective e-Voting service provider i.e. CDSL/ NSDL/ KARVY/LINK INTIME as per information provided by Issuer / Company. Additionally, we areproviding links to e-Voting Service Providers, so that the user can visit the e-Votingservice providers' site directly.3)If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/ EasiRegistration4)Alternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from a link in www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded inthe Demat Account. After successful authentication, user will be provided links forthe respective ESP where the e-Voting is in progress during or before the AGM.
IndividualShareholdersholding securitiesin demat mode withNSDL	1)If you are already registered for NSDL IDeAS facility, please visit the e-Serviceswebsite of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page ofe-Services is launched, click on the "Beneficial Owner" icon under "Login" whichis available under 'IDeAS' section. A new screen will open. You will have to enteryour User ID and Password. After successful authentication, you will be able to seee-Voting services. Click on "Access to e-Voting" under e-Voting services and you willbe able to see e-Voting page. Click on company name or e-Voting service providername and you will be re-directed to e-Voting service provider website for castingyour vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.2)If the user is not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp3)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. Oncethe home page of e-Voting system is launched, click on the icon "Login" which isavailable under 'Shareholder/Member' section. A new screen will open. You will haveto enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),Password/OTP and a Verification Code as shown on the screen. After successfulauthentication, you will be redirected to NSDL Depository site wherein you can seee-Voting page. Click on company name or e-Voting service provider name and youwill be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting

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

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities inDemat mode with CDSL	Members facing any technical issue in login can contact CDSLhelpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities inDemat mode with NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or call attoll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & physical shareholders.

• 1. The shareholders should log on to the e-voting website www.evotingindia.com.
• 1. Click on "Shareholders" module.
• 1. Now enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 1. Next enter the Image Verification as displayed and Click on Login.
• 1. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• 1. If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual andPhysical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)
	•Shareholders who have not updated their PAN with the Company/DepositoryParticipant are requested to use the sequence number sent by Company/RTA orcontact Company/RTA.
DividendBankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded inyour demat account or in the company records in order to login.
ORDateofBirth (DOB)	•If both the details are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field as mentioned ininstruction (iii).

• (vi) After entering these details appropriately, click on "SUBMIT" tab.
• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote,

provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for the relevant "GINNI FILAMENTS LIMITED" on which you choose to vote.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• For Physical shareholders- please provide necessary details like 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 Company/RTA email id i.e. secretarial@ginnifilaments. com or parveen@skylinerta.com
• For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), 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 Company/RTA email id i.e. secretarial@ginnifilaments.com or parveen@skylinerta.com

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call on 022-23058542/43.

25. Note for Non – Individual Shareholders and Custodians-Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; secretarial@ginnifilaments.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

26. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• 1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders 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. Members seeking any information with regard to the accounts or any other matter to be placed at the AGM, are requested to write to the Company latest by 23.09.2021 through email on secretarial@ginnifilaments.com . Such questions shall be taken up during the meeting or replied by the Company suitably. Members who would like to express their views or ask questions during the AGM may register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and client ID/Folio no, No. of shares, PAN, mobile number at secretarial@ginnifilaments.com on or before 23.09.2021. Those Members who have registered themselves as a speaker will only be allowed to express their view, ask questions during the AGM. The Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the availability of time at the AGM.

Shareholders who will participate in the AGM through VC/OAVM can also pose question/feedback through question box option, such question by the members shall be taken up during the meeting or 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.

27. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

• 1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting
• 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 shareholders, who are 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 available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
• 1. Shareholders 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. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call on 022-23058542/43.

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013:

ITEM NO. 3:

The Board of Directors of the Company at its meeting held on 27th Day of July, 2021 has subject to the approval of the shareholders of the Company by way of special resolutions and approvals from regulatory or governmental authorities as may be required under applicable laws, approved the change in the main object clause of the Company by inserting the sub clause (6) after sub-clause (5) of the clause III(A) of the Memorandum of Association of the Company. the Company has inserted new clause for the expanding its business activities in health care products, food preservatives, medicinal drugs etc,.

The proposed change would be subject to the necessary approvals in terms of section 13 of the Companies Act, 2013. Since the aforesaid section requires approval of the shareholders of the Company by way of passing special resolution, the directors recommend the resolution set out in item 3 for your approval.

The necessary documents in this regard of the Company would also be available for the inspection for the members in electronic mode on the website of the Company i.e. www.ginnifilaments.com. The aforesaid documents are also available for inspection during the AGM.

None of the Directors, Key Managerial Personnel and their relatives, are in any way concerned or interested in the proposed resolution, except to the extent of their shareholding, if any in the Company.

ITEM NO. 4:

The Companies Act, 2013, has prescribed a new format of Memorandum of Association ('MOA") for public Companies Limited by shares. Accordingly, with a view to align the existing MOA of the Company with Table A of the schedule I of the Act and in accordance with Section 4 and 13 of the Act, it is proposed to alter the MOA of the Company by merging and retaining the objects under clause III(C) –" The other objects for which the Company is established with Clause III(B)- "Matters which are necessary for furtherance of the objects" to the extent possible and also to rename and renumber the Clause III(A) and III(B) of the object clause

The Board in its Meeting held on July 27, 2021 has approved the alteration of MOA of the Company and recommends the special resolution as set forth in item no. 4 of the notice for approval of members. The proposed draft MOA is being uploaded on the Company's website for perusal by the members. Further, a copy of the proposed MOA of the Company would also be available for the inspection for the members in electronic mode on the website of the Company i.e. www.ginnifilaments. com. The aforesaid documents are also available for inspection during the AGM.

None of the Directors, Key Managerial Personnel and their relatives, are in any way concerned or interested in the proposed resolution, except to the extent of their shareholding, if any in the Company.

ITEM NO. 5:

The existing Articles of Association (AOA) are based on the Companies Act, 1956 and several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the Act.

On September 12, 2013, the Ministry of Corporate Affairs ("MCA") had notified 98 sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining sections (barring those provisions which require sanction/confirmation of the National Company Law Tribunal ("the Tribunal"). With the coming into force of the Act, several regulations of the existing AOA of the Company require alteration or deletions in several articles. The New AOA to be substituted in place of the existing AOA are based on "Table-F" of the Act which sets out the model articles of association for a Company limited by shares.

Pursuant to Section 14 of the Act, the consent of members by way of special resolution is required to alter the AOA of the Company. The Board recommends the special resolution set forth in item no. 5 of the notice for approval of members. The proposed new draft AOA is being uploaded on the Company's website for perusal of members. Further, copy of the proposed set of new AOA of the Company would also be available for the inspection for the members in electronic mode on the website of the Company i.e. www.ginnifilaments.com. The aforesaid documents are also available for inspection during the AGM.

None of the Directors, Key Managerial Personnel and their relatives, are in any way concerned or interested in the proposed resolution, except to the extent of their shareholding, if any in the Company.

ITEM NO. 6:

The Board, on recommendation of the Audit Committee, has approved the re-appointment and remuneration of M/s K.G. Goyal & Associates, Cost Accountants (Firm Registration No.000024) as Cost Auditors to conduct the audit of the cost records of Spinning Units of the Company situated at Kosi Kalan (Distt. Mathura, UP) for the Financial Year ending 31st March, 2022 at a remuneration of `1,70,000/- (Rupees One Lakh Seventy Thousand only) plus applicable taxes and out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is required by way of an ordinary resolution for ratification of the remuneration payable to the Cost Auditors for the financial year ending on 31st March, 2022.

The Directors recommend the resolution for your approval as an ordinary resolution.

None of the Directors, Key Managerial Personnel or their relatives, is interested or concerned in the proposed resolution.

By Order of the Board Place: Noida Bharat Singh Date: 27th July, 2021 Company Secretary Membership No. F6459

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING AS REQUIRED UNDER REGULATION 36(3) OF SEBI (LODR) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ISSUED BY INSTITUTE OF COMPANIES SECRETARIES OF INDIA

Name of the Directors	Shri Suresh Singhvi, Whole-time Director, designated asDirector Finance and CFO
DIN Number	00293272
Date of Birth	21.11.1953
Date of Appointment	30.07.2009
Qualification	B.Com., LL.B, FCA
Brief Resume and Experience / Expertise	Shri Suresh Singhvi is a Chartered Accountant and also a LawGraduate having around 40 years of experience in finance,accounts and legal matters. Before joining the Company heserved for some of the reputed business groups of the Country.He is working with the Company at the top level since long timeand has contributed tremendously in growth of the Company.
Disclosure of Relationships between Directorsinter-se	NIL
Directorship held in other Companies/ ListedCompanies (L)	1. SRJ Edu Services Pvt Ltd.2. JNG Construction Pvt Ltd
Chairman/ Membership of Committees in otherPublic Limited Companies	NIL
No. of Shares & % of shares held on 31.03.2021	NIL