GMM Pfaudler Ltd. — Proxy Solicitation & Information Statement 2020

Feb 20, 2020

NSE Limited Exchange Plaza, C-1, Block ^G, Bandra Kurla Complex, Bandra (E) Mumbai — 400 051

Scrip Code: 505255

Symbol: GMMPFAUDLR

Sub: Submission ^of Postal Ballot Notice

	Defining the standard
	GMM/SEC/2019-20/61		February 19, 2020
TO,		NSE Limited
BSE Limited	Phiroze Jeejeebhoy Towers,	Exchange Plaza, C-1, Block G,
			Bandra Kurla Complex, Bandra (E)
	1*t Floor, Dalal Street, Mumbai — 400 001	Mumbai — 400 051
	Scrip Code: 505255	Symbol: GMMPFAUDLR
Dear Sirs,	Sub: Submission of Postal Ballot Notice
terms In	SEBI Regulation (Listing 30 of the of	Obligations and	Requirements) Disclosure
Regulations,	enclosed the 2015, please find Notice	Ballot seeking of Postal	approval of the
	shareholders on the following matters:
Sr. No. .	Particulars
1.	Alteration of Articles of Association of the Company.
2.	Appointment of Ms. Bhawana Mishra (DIN: 06741655) as an Independent Director
	of the Company for a term of five consecutive years w.e.f. April 1, 2020 up to and
	including March 31, 2025, and whose office shall not be liable to retire by rotation.
3.	Appointment of Mr. Vivek Bhatia (DIN:	08166667) as an	Independent Director of
	the Company for a term of five consecutive years w.e.f. April		2020 up to and 1,
	including March 31, 2025, and whose office shall not be liable to retire by rotation.
4.	Appointment of Mr. Harsh Gupta (DIN: 2434051) as a Non-Executive Director of the
	Company and 2020 whose representative of Pfaudler Inc. effective from April 1,
	office shall be liable to retirement by rotation.
	Further, please find below the schedule of events for the Postal Ballot:
	Activity		Date
Sr. No.	sending Notice Cut-off date Postal ballot	to February 14, 2020
1	for shareholders
	Date of completion dispatch of Postal ballot Notice February 19, 2020
2	and Form
©	Voting start date		February 20, 2020
	Voting end date	March 20, 2020
; O1]	Scrutinizer's Report	March 21, 2020
			March 21, 2020
O)	Declaration of Results

Sr. No.	Activity	Date
1	sending Postal Notice Cut-off date ballot for	to February 14, 2020
	shareholders
2	Date of completion dispatch of Postal ballot Notice February 19, 2020
	and Form
©	Voting start date	February 20, 2020
	Voting end date	March 20, 2020
; O1]	Scrutinizer's Report	March 21, 2020
O)	Declaration of Results	March 21, 2020
GMM Pfaudier Limited
	Corporate Office : 902, Lodha Excelus, Commercial Tower 1, New Cuffe Parade, Sewri - Chembur Road, Mumbai-400022. ° 0: +91 22 6650 3900 Registered Office : Vithal Udyognagar, Anand - Sojitra Road, Karamsad - 388 325 ° 0: +91 2692 661700 ° F: +91 2692 661888 « CIN : L29199GJ1962PLCO01171
sales@gmmpfaudler.com	www.gmmpfaudler.com ¢

You are requested ^to take the above information record.

Thanking you,

Yours faithfully,

^Fo^r GMM Pfaudler Limited

Company Secretary & Compliance ^Offic^e FCS No. 7848

Encl: As above

GMM PFAUDLER LIMITED

CIN: L29199GJ1962PLC001171 Registered Office & Works: Vithal Udyognagar, Anand - Sojitra Road, Karamsad, Anand, Gujarat 388325 Email: investorservices@gmmpfaudler.com; website: www.gmmpfaudler.com ^Tel: +91 2692 661700/ 230416/ 230516; Fax: +91 2692 661888/ 661999

POSTAL BALLOT NOTICE

(Pursuant ^to Section 110 ^{of t}h^e Companies ^Act, 2013)

Dear Member(s),

Notice ^is hereby given ^tha^t pursuant ^to Section 110 ^{of t}h^e Companies ^Act, 2013 ('th^{e A}ct') read ^wit^h Rule ^{22 of t}h^e Companies (Management and Administration) Rules, 2014, ^as amended from time ^{to t}ime, ^th^e resolutions appended herein below ^ar^e proposed ^{to be} passed ^by way ^of Postal Ballot including voting ^by electronic means ('e-voting'). The Explanatory Statement pertaining ^to said Resolutions setting out the material facts and the reasons thereof are annexed hereto along with ^a Postal Ballot Form and self-addressed postage prepaid envelope, ^fo^{r y}ou^r consideration.

The Board at ^thei^r meeting held ^on January ²3, 2020, has appointed ^Mr. Jayesh ^M. Shah (Membership ⁿo. FCS 5637), Partner ^{of M}/s. ^Rathⁱ & ^Associates, ^Practicin^{g C}ompan^{y S}ecretaries, ^Mumba^{i as t}h^e Scrutfiorn ^cionzduectri^{n g t}h^{e P}osta^{l B}allo^{t a}n^{d e}voting process ⁱⁿ a fair and transparent manner.

Members ^ar^e requested ^to read carefully ^th^e instructions printed ^{in t}h^e Postal ^Ballo^t Form and return ^th^{e s}ai^d Postal ^Ballo^t Form duly completed, ⁱⁿ the enclosed self-addressed postage prepaid envelope so as ^to reach the Scrutinizer on ^or before 05.00 p.m. on March ²0, 2020. Postal Ballot Forms received after 05.00 p.m. ^on March ²0, 2020 ^will be treated ^as invalid.

^In compliance ^wit^h Section 108 and 110 ^{of t}h^{e A}ct, read ^wit^h Rule ²⁰ and ^{22 of t}h^e Companies (Management and Administration) Rules, 2014 and Regulation 44 ^of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ^th^e Company ^is pleased ^to provide ^th^{e f}acilit^{y to i}t^s Members ^to exercise ^thei^{r r}igh^{t to v}ot^{e on t}h^e resolutions appended ^{to t}hi^s Notice ^by electronic means instead ^of physical submission ^{of t}h^e Form ^{to t}h^e Scrutinizer. ^Fo^{r t}hi^s purpose, ^th^e Company has availed electronic voting platform ^of Central Depository Services Limited ("'CDSL') ^fo^r facilitating e-voting. The instructions ^fo^r e-voting ^ar^e provided hereunder. Members desiring ^{to o}p^{t f}o^r e-voting ^shall cast ^thei^r vote ⁿo^{t l}ate^r than 05.00 p.m. ^on March 20, 2020.

The Scrutinizer, ^afte^r completion of scrutiny ^{of t}h^e votes received, ^will submit ^hi^s report^{o t}h^e Chairman. The results ^of the ^sai^d voting ^will ^be declared ⁱⁿ accordance ^wit^{h t}h^e provisions ^of Section 110 ^{of t}h^e Act read ^wit^h Rule ^{22 of t}h^e Companies (Management and Administration) Rules, 2014 ^on March ²1, 2020 ^{at t}h^e Corporate Office ^{of t}h^e Company. The results ^of Postal ^Ballo^{t w}ill ^be displayed ^{on t}h^e Company's website www.gmmpfaudler.com and ^will ^be communicated ^to BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'), where the Equity Shares ^of the Company are ^listed.

¹. Alteration of Articles ^of Association ^{of t}h^e Company:

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

"RESOLVED THAT pursuant ^{to t}h^{e p}rovision^{s of S}ectio^{n 14 of t}h^e Companies ^Act, 2013 ^rea^{d w}it^{h t}h^e Companies (Incorporation) Rules, 2014 and such other applicable provisions ^{of t}h^e Companies ^Act, 2013, ^{if a}ny, Articles ^of Association ^{of t}h^e Company ^be and ^is hereby ^altere^{d as} under:

• ¹. InArticle ⁸7.^{1 of t}h^e Articles ^of Association the number "8" (Eight) ^be replaced ^wit^h "9" (Nine) and the ^sai^d Article ^be read as under:
• ⁸7.1. Numofb ^Dierecrto^{r s}

Unless otherwise determined ^{by a} Special Resolution ^{of t}h^e Company ⁱⁿ General Meeting, ^th^e Company shallhave ⁹ (Nine) Directors.

• ². InArticle 88.5 ^of the Articles ^of Association the number "3" (three) be replaced with "4" (four) and the said Article be read as under:
• 88.5 ^In addition ^{to t}h^e abovementioned ^Directors, appointed ^or nominated ^{by t}h^e Promoters, ^th^e Company ^shall appoint⁴ (four) other Directors, who ^shall ^be independent directors, ^as may ^be required ^to comply ^wit^h any Applicable Law.

"RESOVLED FURTHER THAT ^th^e Board ^{of D}irector^{s a}nd/o^{r t}h^e Company ^Secretary, ^{be a}n^{d a}r^e hereby authorized ^to settle any question, difficulty ^or doubt that may arise giving effect ^{to t}hi^s resolution and ^to do ^all such acts, deeds and ^matter^s as ^ma^y be ⁿecessary, ^expedien^{t a}n^d desirafborl ^teh^{e p}urpos^{e of g}ivin^{g e}ffec^t to this ^resolution."

². Appointment ^of Ms. Bhawana Mishra (DIN: 06741685} ^as Independent Director ^{of t}h^e Company:

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

"RESOLVED THAT ^{as p}e^{r t}h^e recornmendation ^of Nomination & Remuneration ^Cornamittee ^an^d pursuant Section ¹49, 152 read ^wit^h Schedule ^lV and other applicable provisions, ⁱfany, Companies (Appointment and Qualification ^of Directors) Rules, 2074 ^{of t}h^e Companies ^Aci, 20173 including any statutory modification(s} and/or reenactments thereof ^fo^{r t}h^e time being ⁱⁿ force and ^th^e Securities and Exchange Board ^of india (Listing Obligations and Disclosure Requirements} Regulation, ²071⁵ including Requiation 17(4A) ^{of t}h^{e s}ai^d Regulation approval ^of shareholders ^{of t}h^e Company ^be and ^ts hereby granted ^fo^r appointment ^of Ms. Bhawana Mishra (DIN: 06741655} ^{in t}h^e capacity ^of Independent Director ^{of t}h^e Cornpany ^fo^{r a} term ^{of f}iv^e conseculive years w.ef. ^Apri^{l 1}, 2020 up ^to and including March ³1, 2025, and whose ^offic^e shall not be table ^to retire by rotation.

RESOLVED FURTHER THAT ⁱh^e Chairman ^and/ ^{or t}h^e Managing ^Directo^{r be a}n^{d is} hereby ^authorize^{d to i}ssu^{e t}h^e necessary ^letie^{r of} appointment ^to Ms. Bhawana Mishra ^as required under ^th^e Companies ^Act, 2013.

RESOLVED FURTHER THAT ^th^e Managing ^Directo^{r a}nd/ ^{or t}h^e Company Secretary ^{of t}h^e Company ^{be a}n^{d a}r^e hereby severally authorized ^to digitally sign and upload the necessary intimation ^of changes ⁱⁿ the Board with the Ministry ^of Company ^Affair^s and ^to take ^all such aciions ^as may ^be necessary ^{in t}hi^s regard."

³. Appointment ^{of M}r. Vivek Bhatia (DIN: 68166667) ^{as an} independent Director ^{of t}h^e Company:

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

"RESOLVED THAT ^{as p}e^{r t}h^e recommendation ^of Nomination & Remuneration Committee ^an^d pursuant ^{to t}h^e provisions ^of Section 149 and 152 read ^wit^h Schedule ^iV and other applicable provisions, ⁱfany, Companies (Appointment and Qualfication ^of Directors) Rules, 2014 ^{of t}h^e Companies ^Act, 2013 including any statutory modification(s) and/or reenaciments thereof for ^th^e time being ⁱⁿ force and ^th^e Securities and Exchange Board ^{of I}nci^a (Listing Obligations and Disclosure Requirements} Regulation, 2015 including Regulation 17(1A) ^of the said Regulation, approval ^of shareholders ^{af t}h^e Company ^be and ^is hereby granted ^fo^r appointment ^{of M}r. Vivek Bhatia (DIN: 08766667} ^{in t}h^e capacity ^of Independent Director ^{to h}oi^{d o}ffic^e from ^Apri^{l 1}, 2020 ^{up to} March ³1, 2025 ^{on t}h^e Board ^of Directors ^{of i}h^e Company anc that his office shall not be liable io retire by rotation.

RESOLVED FURTHER THAT ^th^e Chairman ^and/ ^{or t}h^e Managing ^Directo^{r be a}n^{d is} hereby authorized ^{to i}ssu^{e t}h^e necessary ^letie^{r of} appointment ^{to M}r. Vivek Bhatia ^as required under ^th^e Campantes ^Act, 2013.

RESOLVED FURTHER THAT ^th^e Managing ^Directo^{r a}nd/ ^{or t}h^e Company Secretary ^{of t}h^e Company ^{be a}n^{d a}r^e hereby severally authorized ^to digitally sign and upload the necessary intimation ^of changes ⁱⁿ the Board with the Ministry ^of Company ^Affair^s and ^to take ^all such actions ^as may ^be necessary ^{in t}hi^s regard."

⁴ Appointment ^{of M}r. Harsh Gupta (DIN: 2434051} ^{as a} Director ^{of t}h^e Company and representative ^of Pfaudier ⁱnc., whose office shall be ^liabl^{e to} retirement by rotation:

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

"RESOLVED THAT ^{as p}e^{r t}h^e recommendation ^of Nomination & Remuneration Committee ^an^d pursuant ^to^{a t}h^e provisions ^of Section 149 and 152 and other applicable provisions, ^{if a}ny, ^{of t}h^e Companies ^Act, 2013, ^Mr. Harsh Gupte (DIN: 2434051} ^be and ^is hereby appointed ^{as a} Non-Executive Director ^{of t}h^e Company and representative ^of Plaudler ^Inc. effective from ^Apri^{l 1}, 2020, whase ^offic^{e s}hall be ^liabl^{e to} retirement ^by rotation.

RESOLVED FURTHER THAT ^th^e Managing ^Directo^r and/or ^th^e Company Secretary ^{of t}h^e Company ^{be a}n^{d a}r^e hereby severally authorized ^to digitally sign and upload the necessary intimation ^of changes ⁱⁿ the Board with the Ministry ^of Company ^Affair^s and ^to take ^all such actions ^as may ^be necessary ^{in t}hi^s regard."

Sy order ^of the Board ^of Directors ^of GMM Pfaudler Limited

Mittal Mehta Company Secretary Membership ^No. FCS 7848

Place: Mumbai Date: February ⁵, 2026

Registered office: Vithal Udyognagar, Anand-Soijitra, Karamsad — 388 325 Gujarat

NOTES

• ¹. The Explanatory Statement setting ^ou^{t t}h^e material ^fact^s pursuant ^io Section 102 ^{of t}n^e Campanies ^Act, 2013 ^fo^{r t}h^e proposed resolution ^is annexed hereto.
• ². the Postal ^Ballo^t Notice atong ^wit^{h t}h^e Postal ^Ballo^t Form is being sent ^by electronic mode ^to those Members whase ^emai^l addresses ^ar^e registered ^wit^{h t}h^e Company/Depositories, unless any Member has registered ^fo^{r a} physical copy ^{of i}h^e sarne. For Members who have ⁿo^t registered ^thei^r e-mail addresses, physical copies ^ar^e being sent ^{by t}h^e permitted mode along ^wit^h postage pre-paid sel-addressed Business Reply Envelope. Members may note ^tha^{t t}hi^s Notice and Postal ^Ballo^t Form ^will ^be available ^{on i}h^e Company's websile www.gmmplaudier.com and ^{on t}h^e website ^of CDSL, ^Le www. evotingindia.cam.
• ³. Voting ^right^{s w}ill ^be reckoned ^{on t}h^e paid-up value ^of equity shares registered ^{in t}h^e name ^{of t}h^e Members ^on February ¹4, 2020 (Cut-off ^date'). Only those Members whose names ^ar^e recorded ^{in t}h^e Register ^of Members ^{of t}h^e Company ^{or in t}h^e Register ^of Beneficial Owners maintained ^{by t}h^e Depositories ^{as on t}h^e Cut-off date ^will be entitled ^to cast ^thei^r votes by Postal Ballot or e-voting.
• ⁴. Members can ^ap^{t f}o^{r o}nl^y one mode ^{of v}ating, 6. ^eithe^{r by} Physical Postal ^Ballo^t Form ^or e-voting. ^If^a Member ^cas^t his/her votes through both the modes, votes cast through e-voting shall prevail and the votes cast through physical Postal Ballot Form shail be considered invalid,
• The resolutions, ^if passed ^by requisite majority, ^shall ^be deemed ^to have been passed ^{on t}h^{e l}as^t date specified ^{by t}h^e Comparry for receipt ^of duly completed postal ballot forms ^or e-vating ⁱ.e. March 20, 2020. o^O
• ⁶. Amembercannol exercise ^hi^{s v}ot^{e by} proxy ^{on t}h^{e P}osta^{l B}allot. Members who have received ^th^e Postal ^Ballo^t Notice ^by email ^bu^t wish ^to vote through Postal ^Ballo^t Form can download ^th^e same attached ^{in t}h^e e-mail ^or from ^th^e Company's website www.gmmpfaudier.ccom ^or website ^of CDSL, www. evolingindia.com and send ^th^{e d}ul^y completed and signed Postal ^Ballo^t Form ^{to t}h^e Scrutinizer ^{so as to} reach ^{on or} before March ²0, 2020 ^at the address mentioned below : ^Mr. Jayesh Shah, Scrutinizer, C/o. Link Intime India Private Limited, ^C 101,247 ^Park, LBS Marg, ^Vikhrolⁱ West, Mumbai 400 G83.
• ⁷. incase, ^a Member ^is desirous ^of abtaining ^a duplicate Pastal ^Ballo^t Form, ^th^e Member may ^writ^{e to t}h^e Company ^{at i}t^s registered office ^or tt^s Registrar and Share Transfer Agents atthe above mentioned address.
• ⁸. AH ^th^e relevant documents referred ^{to in t}hi^s Postal Ballot Notice and Explanatory Staternent ^shall remain open ^fo^r inspection ^{at t}h^e Registered ^Offic^{e of t}h^e Company during ⁱt^s business hours ^{on a}i^l working days ^{up to} March ²0, 2020.
• ⁹. Pursuantto ^th^e applicable provisions ^{of t}h^{e A}c^t and Rutes framed thereunder and ^th^{e L}istin^g Regulations, ^th^e Company can serve notices, annual reports and other communication through electronic mode ^to those Members who have registered ^thet^r e-mail addresses ^eithe^{r w}it^{h i}h^e Depository Participani(s) ^{or t}h^e Company. Members who have ⁿo^t registered ^thei^r e-mail addresses ^wit^{h t}h^e Company can now ^registe^{r t}h^e same ^by sending ^an e-mail ^{to L}in^k Intime ^Indi^a Private Limited ^{on m}t. helpcesk@linkintime.co.in. Members holding shares ⁱⁿ Demat form ^ar^e requested ^to register ^thei^r e-mail addresses with their Depository Participant(s} only.

INSTRUCTIONS FOR VOTING ^IN ELECTRONIC FORM (E-VOTING}:

Pursuant ^{fo t}h^e provisions ^of Section 108 and other applicable provisions, ^any, ^{of t}h^e Companies ^Act, 2013 read ^wit^h Rule ^{20 of t}h^e Companies (Management and Administration} Amendment Rules, 2015 and Regulation ^{44 of t}h^{e L}istin^g Regulations, ^th^e Company is pleased ^to provide its Members, ^th^{e f}acilit^{y to} exercise ^thei^r vote through electronic means ^Le. 'remote ^evoting' on resolutions proposed ^to be passed ^thi^s Pastai Ballot Notice.

The cut - ^off date ^fo^r the purpose ^of remote e-voting and voting through Postal Ballotis February ¹4, 2020.

The remote e-voting facility ^will be available during the following voting period:

Commencement Daie & ^time: Thursday, February ²0, 2020 ^at 10.00 ^a.m.

Conclusion Date & time: Friday, March 20, 2020 ^at 05.00 p.m.

Comptete instructions ^fo^r remote e-voting including details ^{of l}og-i^{n i}d, process and manner ^fo^r generating ^or receiving ^th^e password anc ^fo^r casting vote ^{in a} secured manner ^is given ⁱⁿ the remote e-voting form annexed ^{to t}hi^s Report anc forms ^an integral part of this Notice.

^Mr. Jayesh Shah, Partner ^{of M}/s. ^Rathⁱ & Associates, Practicing Company Secretaries (Membership ^No. ^F 5637} has been appointed as the Scrutinizer ^to scrutinize the voting ^{in a f}ai^r and transparent manner.

The Results shall be declared ^by the Chairman ^or any other persan authorized ^by him ⁱⁿ writing within 48 hours fram the conclusion ^of e-voting platform though Postal Ballot. The Results declared along with the Consolidated Report ^of the Scrutinizer ^shai^{l be} immeciately placed ^{on t}h^e website ^{of t}h^e Company ^unde^r the investors Section ^al www.gmmolaudier. com and ^{on t}h^e website ^of CDSL. The ^result^{s s}hall simultaneously ^be forwarded ^to BSE and NSE, where shares ^{of t}h^e Company are listed.

General Guidelines formembers:

The e-voting period commences from Thursday, February ²G, 2020 ^at 10.06 ^a.m. and ends ^{on F}riday, March ²0, 2020 ^at 05.06 p.m. During ^thi^s period members ^{of t}h^e Company, holding shares ^eithe^{r in} physical form ^{or in} dematerialized ^form, ^{as an t}h^e cut-off date ^of Fiday, February ¹4, 2020, may casi their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once ^th^e vote ^{on a} resolution ^{is c}as^{t by t}h^e member, ^th^e member ^shall ⁿo^{t be} allowed ^to change ^if subsequently.

• ¹. ^Institutiona^l members (Le. other than individuals, HUF, NRI ^etc.) ^ar^e required ^fo send scanned copy (PDF/JPG Format) ^of ihe relevant Board Resolution/ Authorily ^lette^{r c}ic. with altesied specimen signature ^{of t}h^e duly authorized signatory(ies) who are authorized ^to vote, ^to the Scrutinizer ^by e-mail ^to js@rathiandassociaies.com with ^a copy marked ^to evoting@nsdi.co.in.
• ^{It is} strongly recommended ⁿo^{t to} share your password ^wit^h any other person and take utmost care ^to keep your password confidential. Login ^to the e-voting website ^will be disabled upon ^fiv^e unsuccessful attempts ^to key ⁱⁿ the correct password, ⁱⁿ such an event, you ^will need ^to go through ihe 'Forgot User Delails/Password'?' ^or "Physical User Reset Password?' option available on www.evoling.nsdi.com ^to reset the password. NO
• 1. Incase you have any queries ^or issues regarding e-voling, you may ^refe^{r t}h^e Frequently Asked Questions (FAQs') and ^evoting manual available ^at www.evotingindia.com, under help menu.

EAPLANATORY STATEMENT AS REQUIRED UNDER SECTION ¹02(1}) OF THE COMPANIES ^ACT, 2013 ANNEXED TO AND FORMING PART OF POSTAL BALLOT NOTICE

Hem No.4

The present ^Articie^{s of} Association provides ^tha^{t t}h^e Company ^shai^l have "8" (Eight) directors and ^th^e number ^of Independent Directors within the said limit shail be "3S" (Three).

The present composition ^of the Board ^of Directors consists ^of lwo nominees ^of Patel Group, three nominees ^of Plaudiler Group and three independent ^directors, including woman independent ^director. The Chairman ^{of t}h^e Company ^is Independent Director,

As ^pe^{r t}h^e provisions of ^th^e 149(1 }(b} ofthe Companies ^Act, 2013, ^a company can have maximum ^{of 15 d}irectors.

^{lf is} proposed ^is Increase the size ^of the Board ^to "9" insiead ^of "8" Directors and ^to have "4" Independent Directors on the Board instead ^of "3" ^to ensure better corporate governance and ^a broader ^se^{t of} expertise ^on the Board, whase extensive knowledge ⁱⁿ various ^field^s and expertise ^wi^{l be} beneficial ^{to t}h^e Company ^{to c}arr^{y o}u^{t t}h^e business ^activitie^{s in} @ more efficient way. The details ^of the proposed appointees are given ⁱⁿ the Explanatory Statement given ^fo^r Agenda Item Nos. ² and 3.

As per ^th^e provisions ^of Section ^{14 of t}h^e Companies ^Act, 2013, any alterations ^{in t}h^e Articles ^of Association would require ^th^e approval ^of members ^by way ^of Special Resolution. Hence, ^th^{e s}ai^d resolution ^is recommended ^{by t}h^e Board ^fo^r your approval.

^Draf^t amended copy ^of Articles ^of Association ^will ^be available ^fo^r inspection ^{by t}h^e members, those who ^ar^e interested ^{in i}t, ^{on a}lⁱ working days Monday ^to Friday during 10.00 a.m. ^io 1.00 p.m. atihe Registered Office ^{of t}h^e Company.

None ^{of t}h^e Promoters, Directors, Key Managerial Personnel ^{of t}h^e Company / ^thei^{r r}elative^{s I}s, ⁱⁿ any way, concerned ^or interested, financially ^or otherwise, ⁱⁿ the resolution set out ^at Hem No. ¹ ofthe Postal Ballot Notice.

Hem ^No. 2&3

Regulation 17(1) ^of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing Regulations'), requires one Independent woman Director ^{on t}h^e Board ^of Directors ^{of t}h^e Top 500 ^Liste^d Companies. The term ^{of e}xistin^g Independent Woman ^Director, ^Dr. Amrita ^Pate^l would come ^{to an} end ^on March ³1, 2020.

Based ^on expertise, experience, qualifications and ^th^e recommendations ^{of t}h^e Nomination and Remuneration Committee ^ari^{d as p}e^{r t}h^e provisions ^of Section 178 ^{of t}h^e Companies ^Act, 2013, Soard ^of Directors have recommenced ^th^e appointment Ms. Bhawana Mishra, who cornplies ^wit^{h t}h^e conditions ^of being ^an Independent Director ^as stipulated under ^th^e provisions ^of section 149(6} ^{of t}h^e Companies ^Act, 2013 and Regulation 16(1(b) ^{of t}h^e SEB! ^Listin^g Regulations, ^{as an} Independent Director ⁱⁿ place ^{of D}r. Amrita ^Pate^{l to h}ol^{d o}ffic^{e f}o^r continuous period of ^fiv^e years ^{on t}h^e Board ^{of t}h^e Company ^w.e.f. ^Apri^{t 7}, 2026 up ^to March ³1, 2025.

Further, ⁱⁿ order ^to broad base ^th^e Board and based ^on expertise, experience, qualifications and ^th^e recommendations ^{of t}h^e Nomination and Remuneration Cornmittee and ^{as p}e^{r t}h^e provisions ^of Section 176 ^{of t}h^e Companies ^Act, 2013, Board ^of Directors have recommended ^th^e appointment ^{of M}r. Vivek Bhatia (DIN 08166667) ^{as a} Non-Executive Independent Director ^{io h}ol^{d o}ffic^{e f}o^r continuous period of ^fiv^e years ^{on t}h^e Board ofthe Company w.e.f ^Apri^{l 1}, 2020 ^{up to} March ³1, 2025.

Abrief resume ofihe Ms. Bhawane Mishra and Mr. Vivek Bhatia are as under:

^MS. BHAWANA MISHRA

Ms. Bhawana Mishra, age ⁴⁵ years, has ²² years ^of experience across industries, ^{as a t}alen^t and leadership development specialist.

Ms. Mishra ^is an M.A. Applied Psychology (specialization ⁱⁿ Organizational Behaviour) from the University ^of Delhi, 1997 and has ^a Level ^B Certification ⁱⁿ Occupational Assessments from the ^Britis^h Psychological Society.

Ms. Mishra started her career ^wit^h hands-on work ^{in t}alen^t management, strategic change and organizational transformation, and counts amongsi ^he^{r c}lients, CXOs and business leaders oflarge number ^of indian and multinational companies. Later ^on ohe joined Price Waterhouse ^{as p}ar^{t of i}t^s founding HR consulting team. Early ⁱⁿ her career, she made forays ^{io b}uil^{d t}h^e East India practice ^{of t}h^e business, winning and servicing marquee clients ^fo^{r t}h^{e f}irm. She went ^{on to j}oiⁿ Arthur Andersen, ^{as a} senior Consultant, she worked with several manufacturing giants as well as technology majors, creating processes and systems through the empioyee lifecycle.

^A combination ^of her desire ^to bring Occupational Psychology ^{to t}h^e Indian workplace and early entrepreneurial ^spirit, made her ^joiⁿ SHL Group, ihe global major ⁱⁿ behavioural assessments, ^{as it} entered the Indian market. Over ¹² years, she ^buil^t the tearn and grew the business ^to several hundred clients, making ^it the largest outside Australia ⁱⁿ Asia Pacific, while consistently meeting global profitability norms. During ^thi^s period, Ms. Mishra established her own thought leadership and SHL as an undisputed market ^leader. She played ^an instrumental ^rol^{e tn} creating business strategy-based ^talen^t management processes ^of several conglomerates.

Through her career, Ms. Mishra's passion has been ^to help organizations achieve breakthrough performance ^by realizing the true potential ^{of t}hei^r people. She founded BasilTree Consulting ^Pvt. ^Lt^d (www.basilreeconsulting.com) ^to further ^thi^s cause by coupling international best practices with the strength ^of solutions derived from local and contextual insights.

MR. VIVEK BHATIA

^Mr. Vivek Bhatia, age ⁴² years, holds ^an MBA (from HM Calcutta}, ^M. Tech. (Gold Medalist from ^{HT D}elhi} and ^B.E. (wit^h honours fram University ^of Deiht).

^Mir. Bhatia ^is the Managing Director and Chief Executive Officer ^of Thyssenkrupp Industries India ^Pvt. ^Lid. since ⁰⁴ January 2019.

^Mr. Bhatia was ^earlie^r CEO - Asia ^Pacifi^{c al} Thyssenkrupp AG, ^drivin^g group ^activitie^{s f}o^{r a}ll Thyssenkrupp companies ^{in t}h^e region. Prior ^{to t}hat, he ^le^d Strategy, Markets and Development ^fo^{r t}h^e Asia Pacific region ^fo^{r t}h^e Group and was based ⁱⁿ singapore.

^Mr. Bhatia has extensive business experience across mining, metals & mineral processing, cemeni, power and engineered/capital goods. He has worked across multiple business functions including strategy, operations and organization ⁱⁿ the areas such as growth/diversification, joint ventures & technology transfers, business turnaround/transformation, working ^capita^l management, operations design and re-engineering, organization design and performance management sysiems.

Prior ^to joining Thyssenkrupp, ^Mr. Bhatia was with Baston Consulting Group, India where he worked extensively ^tn the capital goods sector ^wit^{h c}lient^{s in I}ndi^a and abroad ^{on a} wide canvas ^{of t}opics. ⁱⁿ 2013, ^he was awarded ^a BCG Olympics Gold Medal ^fo^r the most insightful and impactful chent work ⁱⁿ the region. He earlier worked ^fo^r several years as ^a design engineer ^fo^r refineries and pipelines ^at Engineers India Limited.

The Board ^{is of} the view that the new appointees bring distinct professional experience ⁱⁿ engineering and chemical industry ^{as w}ell ^{as in} human resource development, competencies ^tha^{t a}r^{e w}ei^{l a}ligne^{d w}it^{h t}h^e mission ^of GMM ^Pfaudier. ^Also, ^thei^r educational background and qualifications impeccable. The Board ^of Directors recornmends the resolutions ^se^t out ⁱⁿ Item Nos. ² and ³ for your approval.

The Board ^of Directors ^{of t}h^e Company have received declarations from ^Mr. Vivek Bhatia and ^Ms. Bhawana Mishra, ^th^e proposed appointees confirming ^tha^t they meet ^th^{e c}riteri^{a of} independence ^as provided under section 149(6) ^of the Act and Reguiation 16(4)(b) ^{of t}h^e SEBI ^Listin^g Requlations and amendments thereto from time ^{fo t}ime. ^{In t}h^e opinion ^{of t}h^e Board, ^Mr. Vivek Bhatia and Ms. Bhawana Mishra ^fulfill ^th^e conditions specified ^{in t}h^{e A}ct, ⁱt^{s r}ule^s frarned thereunder and ^Listin^g Reguiations ^fo^r appointment ^as Independent Directors and they ^ar^e independent ^{of t}h^e management.

The required details as per the Secretarial Standards (SS-2") and Regulation 36(3) ^of the Listing Requlations, are provided ^at "Annexure A" ^{of t}hi^s Notice.

The terms and conditions ^of appointment ^{of t}h^{e s}ai^d Non-Executive Directors ^shall ^be open ^fo^r inspection ^{by t}h^e Members ^{at t}h^e Registered ^Offic^{e of t}h^e Company during normal business hours ^on any working ^day.

As ^pe^{r t}h^e provisions ^of Section 152(2} ^{of t}h^e Companies ^Act, 2013 and ^th^e SEB! ^Listin^g Regulations, every director ^shall ^be appointed ^{by t}h^e company in general meeting.

^In the backdrop ^of the regulations and the necessity ^of appointment ^of Independent Directors and benefits ^to be accrued ^fo the Company ^{as a} mamber ^{of t}h^e Board, ^{it is} proposed ^to seek approval ^of members ^{of t}h^e Company ^by way ^of Ordinary Resolution through ^thi^s Postal Ballot process ^to appoint the said Non-Executive Directors.

None ^{of t}h^e Promoters, Directors, Key Managerial Personnel ^{of t}h^e Company / ^thei^{r r}elative^{s i}s, ⁱⁿ any way, concerned ^or inferested, financially ^or otherwise, ⁱⁿ the resolution set out ^at Hem Nos. ² and ^{3 of} the Postal Ballot Notice.

Hem No. ⁴

^Mr. Khurshed Thanawalla, Non-Executive Director, nominated ^by Pfaudier ⁱnc., ^th^e Holding Company, ^retire^{s as a} Director ^w.e.f. March ³1, 2020. The Company ^{is in} receipt ^{of a} nomination ^fette^r from Pfaudler ⁱnc. nominating ^Mr. Harsh Gupta ^{as a} Non-Executive Director ⁱⁿ place ^{of M}r. Khurshed Thanawalla, effective from Apri ¹, 2020.

Based ^on expertise, experience, qualifications and ^th^e recommendations ^{of t}h^e Nomination and Remuneration Committee and ^{as p}e^{r t}h^e provisions ^of Section 178 ofthe Companies ^Act, 2013, Board ^of Directors have recommended ^th^e appointment ^{of M}r. Harsh Gupta (DIN 2434051} ^{as a} Non-Executive Director & nominee ^of Pfaudier ⁱnc., effective from ^Apri^{l 1}, 2020 whase office shall be fiable ^to retirement by rotation.

Abrief resume ^of the ^Mr. Harsh Gupte ^is as under:

MR. HARSH GUPTA

^Mr. Harsh Gupta, age ⁵¹ years, ^{is t}h^e Chief Executive Officer & Executive Director ^at Solaris Chemtech industries Limited since April 2016.

^Mr. Gupta was educated ^ai The Doon School, Dehradun, followed ^{by a} Bachelor ^of Aris ⁱⁿ Economics from Vassar College, New ^York, USA. MBA jram ⁱn^e McDonough School ^of Business, Georgetown University, USA. While ^at Vassar, was granted ^a Ford Foundation Scholarship ^fo^r research ⁱⁿ economics, and honoured ^wit^h membership ^io Omicron Della Epsilon, ^an economics honour society.

^Mr. Gupta ^{is a} Senior management professional consistently exceeding goals and expectations ⁱⁿ diverse ^role^s and environments. Wide exposure across industries and across functions including P&L management, sales & marketing, mergers & acquisitions, and corporate planning & strategy.

^Mr. Gupta has an exceptional track record that demonstrates motivation, creativity, and ⁱnitiativ^{e in} achieving corporate anc personal goals, outstanding success ⁱⁿ managing anc growing profitability ⁱⁿ two different industries, one ^of which ^{is a} turnaround success and deep undersianding ofthe ^critica^l drivers ^{of a} business, and how ^a business works from end ^to end.

The Board ^{ts of} the view that ^Mr. Harsh Gupta brings distinct professional experience ⁱⁿ chemical and technology indusiry, competencies ^tha^{t a}r^{e w}ell ^aligne^{d w}it^{h t}h^e mission ^of GMM ^Pfaudier. ^Also, ^hi^s educational background ^an^{d q}ualification^{s a}r^e impeccable. The Board ^of Directors recommends ^th^e resolution ^se^t outin ^Ite^m Nos. 4for your approval.

The required details as per the Secretarial Standards ("SS-2") and Requiation 36(3) ^of the Listing Requlations, ^is provided ^at "Annexure &" ofthis Notice.

As ^pe^{r t}h^e provisions ^of Section 152(2) ^{of t}h^e Companies ^Act, 2013 and ^th^e SEB! ^Listin^g Regulations, every cirectar ^shall ^be appoinied ^{by t}h^e company ⁱⁿ general meeting. lli^s therefore proposed ^to seek approval ^of members ^{of t}h^e Company ^by way ^of Ordinary Resolution through ^thi^s Postal Ballot process ^to appoint ^th^e said Non-Executive Director.

except ^Pfaudile^{r i}nc., none ^{of t}h^e Promoters, Directors, Key Managerial Personnel ^{of t}h^e Company / ^thei^{r r}elative^{s i}s, ⁱⁿ any way, concerned ^or interested, financially ^or otherwise, in the resolution set out ^at liem No. ^{4 of} the Postal Ballot Notice.

"Annexure A"

Details ^of Director seeking re-appointment ^at the Annual General meeting pursuant ^to Secretarial Standards ("SS-2") and Regulation 36(3) ^of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions are as under:

	"Annexure A"
			Details of Director seeking re-appointment at the Annual General meeting pursuant to Secretarial Standards ("SS-2") and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable
provisions are as under: Name of Director	Bhawana Mishra	Vivek Bhatia	Harsh Gupta
Age	45 years	42 years	51 years
Qualifications	Psychology Applied M.A. (specialization in Organizational Behaviour) from the University of Delhi, 1997 and has Level B a Certification in Occupational Assessments from _ the Psychological British Society.	MBA (from IIM Calcutta), Medalist M. Tech. (Gold from IIT Delhi) and B.E. honours — from (with University of Delhi).	Economics B.A from in New York, Vassar College, MBA USA. from the McDonough School of Georgetown Business, USA. was He University, Foundation granted a Ford Scholarship for research in economics, honoured and with membership to Omicron Delta Epsilon, an economics
			honour society.
Experience Terms and Conditions of re	22 years Independent Director of the	21 years Independent Director of	27 years Non-Executive Director
appointment along' with remuneration details of sought to be paid	Company for a term of five consecutive years w.e.f. 2020 and up April to 1, March including 2025, 31, whose not be office shall liable to retire by rotation	the Company for a term of five consecutive years w.e.f. April 1, 2020 up to and including March 31, 2025, whose office shall not be liable to retire by rotation	whose office shall be liable to retirement by rotation.
Remuneration last drawn	Not Applicable	Not Applicable	Not Applicable
Nature of expertise in specific functional areas	and _ leadership Talent development, strategic change organizational and transformation specialist.	Mr. Bhatia has extensive experience business across mining, metals & processing, mineral power cement, and engineered/capital goods.	P&L management, sales & mergers marketing, & corporate acquisitions, and planning & strategy.
Date of first appointment on April 1, 2020 the Board		April 1, 2020	April 1, 2020
of shares the Nil No. held in Company as on January 23, 2020		Nil	Nil
Relationship other None with Directors, Manager and other Key Managerial Personnel		None	None
No. of Meetings of the Board attended during the year	Not Applicable	Not Applicable	Not Applicable
Directorship other in Companies January on as 23, 2020	Director-BasilTree Consulting Pvt. Ltd.	MD & CEO - Thyssenkrupp Industries Pvt. Ltd.	Additional Director & CEO — Solaris Chemtech Pvt. Ltd.
			Director - Sterling Repropart
Chairmanship/Membership			Pvt. Ltd.

Instructions ^fo^r remote e-voting: Following ^ar^{e t}h^e instructions ^fo^r remote e-voting ^fo^r members receiving ^an email ^{or a} physical copy ^of this notice ^of Postal Ballot:

• The voting period begins on Thursday, February 20, 2020 ^at 10.00 a.m. (IST) and ends on Friday, March 20, 2020 ^at 05.00 p.m. (IST). During ^thi^s period, ^th^e shareholders ^{of t}h^e Company, holding shares either ⁱⁿ physical form ^{or in} dematerialized form, as on the cut-off date ⁱ.e. Friday, February ¹4, 2020, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
• The shareholders should ^lo^g on ^to the e-voting website www.evotingindia.com.
• Click on Shareholders.
• Now Enter your User ^ID
• ^a. ForCDSL: ^{16 d}igit^s beneficiary ^ID,
• ^b. ForNSDL: ⁸ Character DP ^ID followed ^{by 8 D}igit^s Client ^ID,
• Members holding shares ⁱⁿ Physical Form should enter ^Foli^o Number registered ^wit^{h t}h^e Company. Next enter ^th^e Image Verification as displayed and Click on Login.
• Vi. ^If you are holding shares ⁱⁿ demat form and had logged on ^to www.evotingindia.com and voted on an earlier voting ^of any company, then your existing password ^{is to} be used.
• Vil. I ^f you are ^{a f}irs^t time user follow the steps given below:

Click on Shareholders. Now Enter your User ID a. b.	Instructions for remote e-voting: Following are the instructions for remote e-voting for members receiving an email or a The voting period begins on Thursday, February 20, 2020 at 10.00 a.m. (IST) and ends on Friday, March 20, 2020 at 05.00 p.m. (IST). During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, February 14, 2020, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. The shareholders should log on to the e-voting website www.evotingindia.com. ForCDSL: 16 digits beneficiary ID, ForNSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company. Next enter the Image Verification as displayed and Click on Login.
I	If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. f you are a first time user follow the steps given below:
	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	Members who have not updated their PAN with the Company/Depository Participant are * requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
Details OR Date of Birth (DOB)	* _ _Ifboth the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• viii. After entering these details appropriately, ^clic^{k on} "SUBMIT" ^tab.
• Members holding shares ⁱⁿ physical form ^will then ^directl^y reach ^th^e Company selection screen. However, members 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 ^thi^s password ^{is to} be also used ^by the demat holders ^fo^r voting ^fo^r resolutions ^of any other company ^on which they ^ar^{e e}ligibl^{e to v}ote, provided ^tha^t company opts ^fo^r e-voting through CDSL platform. ^{It is} strongly recommended ⁿo^{t to} share your password ^wit^h any other person and take utmost care ^to keep your password confidential.
• For Members holding shares ⁱⁿ physical form, ^th^{e d}etail^s can ^be used ^onl^{y f}o^r e-voting ^{on t}h^e resolutions contained ⁱⁿ this Notice.
• Xi. ^Clic^{k on t}h^e EVSN ^fo^r the relevant ^on which you choose ^{to v}ote.
• Xil. On ^th^{e v}otin^{g p}age, ^yo^{u w}ill ^see "RESOLUTION DESCRIPTION" ^an^d against ^th^e same ^th^{e o}ptioⁿ "YES/NO" ^fo^r voting. Select ^th^e option YES ^or NO ^as desired. The option YES implies ^tha^t you assent ^{to t}h^e Resolution and option NO implies ^tha^t you dissent^{o t}h^e Resolution.
• Xiil. ^Clic^{k on t}h^e "RESOLUTIONS ^FIL^E LINK' ^{if y}o^{u w}is^{h to v}ie^{w t}h^{e e}ntir^e Resolution ^details.
• XIV. After selecting the resolution, you have decided ^to vote ^on, ^clic^k on "SUBMIT". Aconfirmation box ^will be displayed. ^If you wish ^to confirm your ^vote, ^clic^{k on} "OK", ^els^{e to} change your ^vote, ^clic^{k on} "CANCEL" and accordingly modify your vote.
• XV. Once you "CONFIRM" your ^vot^{e on t}h^e resolution, you ^will ⁿo^{t be} allowed ^to modify your ^vote.
• XVI. You can also take ^a print ^of the votes cast by clicking on "Click here ^to print" option on the Voting page.
• XVii. ^{lf a} demat account holder has forgotten the login password, then Enter the User ^ID and the image verification code and ^clic^k on Forgot Password & ^ente^r the details ^as prompted ^by the system.
• XViill. Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can ^be downloaded from Google Play Store, Apple and Windows phone. Please follow ^th^e instructions ^as prompted by the mobile app while voting on your mobile.

Note ^fo^r Non — Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required ^{to l}o^g on ^to www.evotingindia.com and register themselves ^as Corporates.
• 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 l}in^k the account(s) ^fo^r which they wish ^to vote ^on.
• The ^lis^{t 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 formatin the system for ^th^e scrutinizetro verify the same.
• XX. ^In case you have any queries ^or issues regarding e-voting, you may refer the Frequently Asked Questions ('FAQs') and e-voting manual available ^at www.evotingindia.com, under help menu.

GMM PFAUDLER LIMITED

POSTAL BALLOT FORM

(PLEASE READ CAREFULLY THE INSTRUCTIONS PRINTED OVERLEAF BEFORE COMPLETING THIS FORM)

					GMM Pfaudler™
		GMM PFAUDLER LIMITED			Defining the standard
	CIN: L29199GJ1962PLC001171 Registered Office: Vithal Udyognagar, Anand-Sojitra Road, Karamsad - 388 325, Gujarat
	Email: investorservices@gmmpfaudler.com ¢ Website: www.gmmpfaudler.com	Phone No.: 02692-661700 « Fax No.: 02692-661888
		POSTAL BALLOT FORM
	(PLEASE READ CAREFULLY THE INSTRUCTIONS PRINTED OVERLEAF BEFORE COMPLETING THIS FORM)
	1. Name and Registered address of the sole/			Sr. No.:
	first named member (in block letters)
	2. Name(s) of the Joint member (s) If any
	(in block letters) 3. Registered Folio No. / DP ID No.* / Client ID
No.	(Applicable to Investors holding Shares in
4.	Demat form) Number of Shares held
	I/We hereby exercise my/our vote in respect of following Resolutions to be passed through Postal Ballot for the business stated in the Notice dated February 5, 2020, by conveying my/our assent and/or dissent to the said Resolutions by placing the tick (V) mark in the appropriate box below:
Item No.	Brief particulars of the resolution		No. of Shares	I/We assent to the resolution (For)	I/We dissent to the resolution (Against)
1.	Special Resolution for alteration of Articles of Association of the Company;
2.	Ordinary Resolution for appointment of Ms. Bhawana Mishra (DIN 06741655) as an Independent Director of the Company for a term of five consecutive years w.ef. April	1, 2020 up to and
	including March 31, 2025, and whose office shall not be liable to retire by rotation.

							GMM Pfaudler™ Defining the standard
	GMM PFAUDLER LIMITED CIN: L29199GJ1962PLC001171 Registered Office: Vithal Udyognagar, Anand-Sojitra Road, Karamsad - 388 325, Gujarat Phone No.: 02692-661700 « Fax No.: 02692-661888 Email: investorservices@gmmpfaudler.com ¢ Website: www.gmmpfaudler.com POSTAL BALLOT FORM
	(PLEASE READ CAREFULLY THE INSTRUCTIONS PRINTED OVERLEAF BEFORE COMPLETING THIS FORM)
	1. Name and Registered address of the sole/					Sr. No.:
	first named member (in block letters)
	2. Name(s) of the Joint member (s) If any (in block letters)
	3. Registered Folio No. / DP ID No.* / Client ID
No.	(Applicable to Investors holding Shares in
	Demat form)
4.	Number of Shares held
	I/We hereby exercise my/our vote in respect of following Resolutions to be passed through Postal Ballot for the business stated in the Notice dated February 5, 2020, by conveying my/our assent and/or dissent to the said Resolutions by placing the tick (V) mark in the appropriate box below:
Item No.	Brief particulars of the resolution			No. of Shares		I/We assent to the resolution (For)	I/We dissent to the resolution (Against)
1.	Special Resolution for alteration of Articles of Association of the
2.	Company; Ordinary Resolution for appointment of Ms. Bhawana Mishra
	(DIN 06741655) as an Independent Director of the Company for a term of five consecutive years w.ef. April		1, 2020
	including March 31, 2025, and whose office shall not be liable to		up to and
	retire by rotation.
3.	Ordinary Resolution for appointment of Mr. Vivek Bhatia (DIN: 08166667) as an Independent Director of the Company for a term
	of five consecutive years w.e.f. April 1, 2020 up to and including
	March 31, 2025, and whose office shall not be liable to retire by rotation.
4,	Ordinary Resolution for appointment of Mr. Harsh Gupta (DIN: Company 2434051) Non-Executive Director and of the as a representative of Pfaudler Inc. effective from April 1, 2020 whose office shall be liable to retirement by rotation.
Place:
Date:						Signature of the Shareholder
	ELECTRONIC VOTING PARTICULARS
EVSN (E-voting Sequence Number) USER ID Password

Date: Signature ^of the Shareholder

ELECTRONIC VOTING PARTICULARS

EVSN (E-voting Sequence Number)	USER ID	Password
200211004

Notes:

• ¹. Please read the instructions printed overleaf carefully before exercising your vote
• ². Last Date ^fo^r Receipt ^of Postal Ballot Form by the Scrutinizer: 5.00 p.m. on Friday, March ²0, 2020.

INSTRUCTIONS

• ^A Member(s) desirous ^to exercise vote by Postal Ballot may complete ^thi^s Postal Ballot Form and send ^{it to} the Scrutinizer ^{in t}h^e attached self-addressed envelope. Postage ^will be borne ^{by t}h^e Company. Envelope containing Postal Ballot Form, ^if deposited ⁱⁿ person ^or sent ^by courier ^at the expense ^of the Member(s) ^will also be accepted.
• The self-addressed envelope bears the name and postal address ^{of t}h^e Scrutinizer appointed ^{by t}h^e Board ^of Directors ^{of t}h^e Company.
• The Postal ^Ballo^t Form should ^be completed and signed ^{by t}h^e Member (a^{s p}e^{r t}h^e specimen signature registered ^wit^{h t}h^e Company ^or Depository Participants). ^In case ^{of j}oin^t holding, ^thi^s Form should ^be completed and signed ^{by t}h^{e f}irs^t named Member and ^{in h}i^s /he^r absence, ^{by t}h^{e n}ex^t named Member.
• ^A Member(s) can ^op^{t f}o^r only one mode ^of voting ⁱ.e. either ^by e-voting ^or through ^ballot. ^In case you are opting ^to vote ^by e-voting, then please do ⁿo^t cast your vote by ballot and vice-versa. ^In case ^a Member(s) cast his/her/their vote both by e-voting and ^a ballot, the vote(s) cast through e-voting shall prevail and the vote(s) cast through ballot form shall be considered invalid.
• ^In the case ^of shares held by Companies, Trusts, Societies, ^etc., the duly completed Postal Ballot Form should be accompanied ^{by a} certified copy ^{of t}h^e Board Resolution/ Authorization together with ^th^e specimen signature(s) ^of the duly authorized signatories.
• Please convey your assent ^or dissent ^{in t}hi^s Postal Ballot Form by placing ^{a t}ic^k (Vv) mark ⁱⁿ the appropriate box. The assent ^or dissent received ⁱⁿ any other form ^or on ^a photo copy ^of the Postal Ballot Form shall not be considered valid.
• Incomplete, unsigned ^or incorrect Postal Ballot Forms ^will be rejected. The Scrutinizer's decisions on the validity ^of the Postal Ballot Form shall be ^fina^l and binding.
• Duly completed Postal Ballot Forms should reach the Scrutinizer not ^late^r than 5.00 p.m. on Friday, March ²0, 2020.
• Members ^ar^e requested ^{to f}ill ^th^e Postal ^Ballo^t Form ⁱⁿ indelible ⁱn^k and avoid ^fillin^{g it by} erasable writing medium(s) ^lik^e pencil.
• 1. The exercise ^of vote through Postal Ballot ^is not permitted through ^a proxy.
• 1. ^A Member may request ^fo^{r a} duplicate Postal ^Ballo^t Form, ^{if so} required. However, ^th^{e d}ul^{y f}ille^{d in} duplicate Postal Ballot Form should reach the Scrutinizer not later than the date specified under instruction ⁸ above.
• 1. Members ^ar^e requested ⁿo^{t to} send any other paper along ^wit^{h t}h^e Postal ^Ballo^t Form in ^th^e enclosed ^selfaddressed postage pre-paid envelope. ^If any extraneous papers are found, the same ^will be destroyed ^by the Scrutinizer.
• 1. Voting rights ^shall be reckoned on the ^full^y paid-up number ^of the shares registered ⁱⁿ the name(s) ^of the Member(s) on the cut-off date ⁱ.e. Friday, February ¹4, 2020.
• 1. ^A Member need ⁿo^t use ^all ^hi^s votes ⁿo^{r c}as^{t a}ll ^hi^s votes ^{in t}h^e same way.
• 1. The Company ^is pleased ^{to o}ffe^r e-voting ^facilit^{y as an} alternate ^{to a}ll ^th^e Members ^{of t}h^e Company ^to enable them ^to cast their votes electronically instead ^of dispatching Postal Ballot Form. E-voting ^is optional. The detailed procedure is enumerated in the Notes ^of the Postal Ballot Notice.