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Hind Rectifiers Ltd. Proxy Solicitation & Information Statement 2024

Mar 28, 2024

62363_rns_2024-03-28_34e280ef-72e0-4aac-9443-8697acd4d965.pdf

Proxy Solicitation & Information Statement

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Ref. No. HIRECT/SEC/2023-24/51 March 28, 2024

Address _ : Lake Road, Bhandup (W), Mumbai - 400078. Tel. : +91-22-25696789 Fax : +91-22-25964114 Email : [email protected] / [email protected] CIN : L28900MH1958PLC011077

To, The Manager, The Manager, Corporate Services, Corporate Services, BSE Limited, National Stock Exchange of India Limited, 14 Floor, P J Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 001 Bandra (E), Mumbai - 400 051

Security Code No.: 504036 Symbol: HIRECT Type of Security: Equity

Subject: Postal Ballot

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of Postal Ballot Notice.

In compliance with MCA Circulars, this postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, March 22, 2024.

The Company has engaged National Securities Depository Limited to offer e-voting facility to all its members to enable them to cast their votes electronically.

The e-voting period will commence from 9:00 am (IST) on Friday, March 29, 2024 and ends at 5:00 pm (IST) on Saturday, April 27, 2024.

The said Postal Ballot Notice will also be made available on the website of the Company

This is for your information and records.

Thanking you,

Yours Faithfully,

For Hind Rectifiers Limited

Msonabrki A.chhs

Meenakshi Anchlia Company Secretary & Compliance Officer M. No. A30545

Place: Mumbai Encl: as above

POSTAL BALLOT NOTICE

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

Dear Members,

Notice is hereby given that pursuant to and in compliance with the provisions of Section 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ('Rules'), read with General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ((MCA'), respectively (collectively referred to as the 'MCA Circulars') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations, 2015'), Secretarial Standard on General Meetings ('SS-2') issued by The Institute of Company Secretaries of India, and pursuant to other applicable laws and regulations, circulars and notifications thereunder, as amended from time to time (including any statutory modifications or re-enactment thereof for the time being in force), the Special Resolution appended hereinunder as Item Number 1 is proposed for approval of the Members of Hind Rectifiers Limited ('Company') through Postal Ballot by remote e-voting process ('Remote E-voting'). The explanatory statement pursuant to Section 102 of the Act pertaining to the proposed resolution setting out the material facts concerning the resolution and the reasons and rationale thereof is annexed hereto for your consideration.

This Notice is being sent through email to all the Members who have registered their email addresses with the Company or Depository/Depository Participants. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The process for registration of email address is appended in the Notes to this Notice.

The explanatory statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act, 2013, pertaining to the resolutions setting out the material facts and the reasons thereof are annexed hereto along with the notice of the postal ballot for your consideration.

The Board of Directors has appointed Mr. Mahesh Soni (Membership No. 3706) and failing him Ms. Sonia Chettiar (Membership No. 27582), partner of M/s GMJ &

Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner.

In compliance with the MCA Circulars, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has appointed National Securities Depository Limited (NSDL) for facilitating e-voting to enable the Members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their votes electronically. The voting period will commence on Friday, March 29, 2024 at 9:00 am (IST) and end on Saturday, April 27, 2024 at 5:00 pm (IST). The e-voting module shall be disabled by NSDL for voting thereafter.

The Scrutinizer will submit his report to the Chairman of the Company or in his absence any other Director or the Company Secretary upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot shall be declared on or before Monday, April 29, 2024. The said results would be displayed at the Registered Office of the Company and would also be intimated to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website, www.hirect.com and on the website of NSDL, www.evoting.nsdl.com.

In the event the resolution is passed by requisite majority, the date of passing the resolution shall be deemed to be on Saturday, April 27, 2024, viz. last date specified by the Company for e-voting.

SPECIAL BUSINESS

ITEM NO. 1: TO APPROVE THE PAYMENT OF MANAGERIAL REMUNERATION TO MR. SURAMYA NEVATIA, MANAGING DIRECTOR & CEO (DIN: 06703910) FOR CURRENT TENURE OF HIS APPOINTMENT LE. TILL 167 AUGUST, 2026:

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 178, 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules made thereunder and Regulation 17(6)(e) and other provisions of Regulations 17 and 19 of SEBI Listing Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Circulars issued by SEBI and MCA and the Articles of Association of the Company and in furtherance of the special resolution passed in the 65'* Annual General Meeting held on August 23, 2023 and subject to such other approvals as may be necessary, approval of the Members be and is hereby accorded for revision in remuneration to Mr. Suramya

Nevatia, Managing Director & CEO (DIN: 06703910) (KMP) for current tenure of his appointment, as set out in the Explanatory Statement, for the financial year 2023-24 and till the remaining tenure of his term i.e. upto August 16, 2026, notwithstanding that such remuneration may exceed the limit specified under Section 197 and Schedule V of the Companies Act, 2013 in case of inadequacy or absence of profits, calculated in accordance with the applicable provisions of the Companies Act, 2013."

"RESOLVED FURTHER THAT the terms and remuneration as set out in the explanatory statement of this resolution shall be deemed to form part hereof and in the event of inadequacy or absence of profits, for the financial year 2023-24, and till the remaining tenure of his term i.e. upto August 16, 2026, the remuneration comprising salary, perquisites, incentives, and all other benefits approved by the Board of Directors be paid as minimum remuneration to the Managing Director & CEO (KMP)."

"RESOLVED FURTHER THAT such remuneration payable to Mr. Nevatia may exceed five percent of the net profits of the Company in any of the above financial years and that the aggregate remuneration payable to him as well as Ms. Akshada Nevatia, Executive Director of the Company may exceed ten percent of the net profits of the Company in any of the financial year and the overall remuneration to both these directors may exceed elven percent of the net profits of the Company calculated under Section 198 of the Companies Act, 2013 in any of the financial years."

"RESOLVED FURTHER THAT notwithstanding anything herein above stated, where in any financial year during the currency of the term of Mr. Suramya Nevatia as the Managing Director & CEO (KMP), the Company has no profits or its profits are inadequate, he shall be paid the remuneration stated above and set out in the explanatory statement as 'Minimum Remuneration' in the respective financial year(s) even if the same may exceed the ceiling limit laid down in Section 197 and Schedule V to the Companies Act, 2013."

"RESOLVED FURTHER THAT the Board of Directors on the recommendation of Nomination and Remuneration Committee be and is hereby authorized to vary or increase the remuneration specified above from time to time, to the extent the Board of Directors may deem appropriate, provided that such variation or increase, as the case may be, is up to a ceiling of rupees five crores in any financial year."

"RESOLVED FURTHER THAT where in financial year 2023-24 and till the remaining tenure of his term i.e. upto August 16, 2026, as a Managing Director & CEO (KMP), the Company has no profits or profits are inadequate, i.e. the remuneration exceeds the overall limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 and Regulation 17(6)(e) of SEBI Listing Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration

(including annual increments and incentives) as may be approved by the Board of Directors of the Company from time to time shall be paid as minimum remuneration without any further reference to the Shareholders of the Company in the General Meeting."

"RESOLVED FURTHER THAT all other terms and conditions as approved for Mr. Suramya Nevatia as a Managing Director and CEO (KMP) shall be the same as approved by the members in the 65 Annual General Meeting."

"RESOLVED FURTHER THAT any director of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution."

By the Order of the Board For Hind Rectifiers Limited

Sd/- Meenakshi Anchlia Place: Mumbai M. No. A30545

Company Secretary Date: February 8, 2024

Registered Office: Hind Rectifiers Limited Lake Road, Bhandup West Mumbai 400078 Maharashtra Tel No. +91-022-25696789 Fax No. +91-22-25964114 Website: www.hirect.com

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD-2 ON GENERAL MEETINGS

Item No. 1

The Members of the Company at the 65'" Annual General Meeting held on August 23, 2023 had approved the re-appointment of Mr. Suramya Nevatia as Managing Director & CEO (KMP) of the Company with effect from August 17, 2023 for a period of three

years up to August 16, 2026 including the terms and conditions along with remuneration to be paid to him during the tenure of his appointment.

Pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V of the Companies Act, 2013, and Regulation 17(6)(e) of SEBI Listing Regulations, 2015, a company having inadequate/no profits, may subject to certain conditions including the passing of a special resolution, pay such remuneration to all the managerial personnel as may be decided by the Board of Directors on the recommendation of Nomination and Remuneration Committee.

Further, considering the contribution of Mr. Suramya in the growth of the Company and various factors including the skills and expertise possessed by him, the Company has proposed to pay additional performance-based incentives to him for his exceptional inputs and performance which has in return increased the growth of the Company. The Nomination and Remuneration Committee and Board of Directors of the Company have approved the revision in his remuneration in their meetings held on February 8, 2024. The annexure of this postal ballot notice contains details of qualifications, experience, expertise, profile, past performance, etc. of Mr. Suramya Nevatia and Mrs. Akshada Nevatia.

The details of proposed remuneration including performance-based incentives to be paid to Mr. Suramya Nevatia, Managing Director & CEO (KMP) pursuant to the provisions of Section 197 read with Schedule V of the Companies Act, 2013 shall be as follows:

I. Fixed Remuneration: The fixed remuneration payable to Mr. Suramya Nevatia is as follows effective from January 1, 2024 with an annual increment of ten percent in each financial year.

Basic Salary - Rs. 3,50,000 p.m. Benefits, Perquisites and allowances a) House Rent Allowance Rs. 2,10,000 p.m.

  • b) Special Allowance Rs. 1,84,600 p.m.
  • c) Company's contribution to Provident Fund

d)Mediclaim policy and/or reimbursement of medical expenses including hospitalization, nursing home, and surgical charges for self and family whether incurred in India or abroad as per the Company's policy.

e) Reimbursement of actual traveling expenses for proceeding on leave from Mumbai to any place subject to a ceiling of one month's basic.

f) Gratuity payable at a rate of half month's salary for each completed year of service.

¢) Chauffeur drive Company's car

II. Performance linked incentives-based Remuneration In terms of the performance linked incentives-based remuneration payable to Mr. Nevatia: The incentives are payable at the rate of five percent on profit before tax in each financial year w.e.f financial year 2023-24.

Minimum remuneration: In the event of inadequacy of profits or loss calculated as per Section 198 of the Companies Act, 2013 in any financial year, Mr. Suramya Nevatia is entitled to a minimum remuneration comprising salary, perquisites, incentives and all other benefits as detailed above subject to such revisions as may be approved by the Board from time to time for the financial year 2023-24 and till the remaining tenure of his term i.e. up to August 16, 2026.

For the financial year ended on March 31, 2024, the profits of the Company do not seem to be adequate in reference to Section 197 read with Schedule V of the Companies Act, 2013 and therefore the remuneration payable to Mr. Suramya Nevatia may exceed five percent of the net profits of the Company and the aggregate remuneration payable to Mr. Suramya Nevatia as well as Mrs. Akshada Nevatia may exceed ten percent of the net profits of the Company and the overall remuneration to all the directors may exceed elven percent of the net profits of the Company calculated under Section 198 of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

As per the provisions of Section 197 read with Schedule V of the Companies Act, 2013 and Regulation 17(6)(e) of the SEBI Listing Regulations, 2015, the Company can pay remuneration to the managerial personal exceeding the limits prescribed thereunder subject to the approval of shareholders of the Company by way of special resolution, post recommendation of the NRC and Board of Directors of the Company.

The terms and conditions of the re-appointment of the Managing Director & CEO (KMP) including remuneration may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Managing Director & CEO (KMP), subject to such approvals as may be required.

The remuneration paid/payable to the Managing Director & CEO (KMP) for the financial year 2023-24 is commensurate with industry standards and Board level positions held in similar sized companies, taking into consideration the individual responsibilities shouldered by them.

The Directors are of the view that the revision in remuneration of Mr. Suramya with performance-based incentives will be beneficial to the functioning and future growth opportunities of the Company. The remuneration payable to him is commensurate with his abilities and experience and accordingly, the Board recommends the Special Resolution at Item No. 1 of the accompanying Notice for approval by the Members of the Company.

The Managing Director & CEO (KMP) satisfies all the conditions set out in Schedule V to the Companies Act, 2013 as also conditions set out under Section 196 of the Companies Act, 2013. He is not disqualified from being a Director in terms of Section 164 of the Companies Act, 2013.

In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the Act, the terms of remuneration of Mr. Suramya Nevatia as specified above are now placed before the Members for their approval.

Other than Mr. Suramya Nevatia and Mrs. Akshada Nevatia (spouse of Mr. Suramya), Executive Director and their relatives, none of the other Directors or Key Managerial Personnel (KMP) of the Company or their respective relatives are concerned or interested in the Resolution at Item No. 1 of the accompanying Notice.

Mr. Suramya is not related to any other Director or KMP of the Company other than Mrs. Akshada Nevatia (his spouse).

The statement as required under Section II, Part I] of the Schedule V of the Companies Act, 2013 with reference to special resolution at item no. 1 is annexed hereto.

The Board commends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members. This item being special business, is unavoidable in nature.

ANNEXURE

Disclosure as required under Section II of Part II of Schedule V to the Companies Act, 2013

General Information: (i) Nature of Industry: The Company is engaged in design, manufacturing, and marketing of electronic, electrical, electromechanical equipment such as transformers, converters, rectifiers, motors, panels, HVAC, power supplies, & battery chargers, for railway and general industries like power-plant, steel, cement, etc.

(ii) Date or expected date of commencement of commercial production: The Company was incorporate in year 1958 and already commenced its business activities.

(iii) In case of new companies, expected date of commencement of activities as per project approved by financial institution appearing in the prospectus: Not Applicable.

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(iv) Financial performance based on given indicators:
(Rs. in crore)
Particulars 2022-23 2021-22
Total Income 359.36 372.44
Depreciation 5.14 4.49
Tax expense (2.32) 3.36
Total Expenses 362.90 356.79
Net Profit/ (Loss) (6.36) 7.80
Paid-up Capital 3.42 3.31
108.29 104.13
Reserves & Surplus
manufacturing of Power Conversion Equipment & Controllers.
Information about the Appointee:
(i) Background details:
Tax expense (2.32) 3.36
Total Expenses 362.90 356.79
Net Profit/ (Loss) (6.36) 7.80
Paid-up Capital 3.42 3.31
Reserves & Surplus 108.29 104.13
(v) Foreign investments or collaborations, if any: The Company does not have any
investment outside
India.
Company
The
has Collaboration
Technical
the
for
manufacturing of Power Conversion Equipment & Controllers.
Information about the Appointee:
(i) Background details:
Mr. Suramya Saurabh Nevatia, (DIN: 06703910), aged Akshada
Mrs.
Nevatia has
Graduation
35 years has done graduation from H.
College of
done
R.
Commerce & Economics, Mumbai in 2009 and MSC in
Psychology from S. P. College,
Aston
Marketing Management
from
University, Pune, and Masters in Clinical
Birmingham, U.K. in 2010 with First class He
merit.
Psychology
Fergusson
from
has Graduate
done
Post
also
Diploma Family
in
done
College,
Pune.
She
has
Managed Business from S.P. Jain Institute, Mumbai. Managed
Diploma
Family
in
He joined the Company in 2011. He was promoted as from
Business
Jain
P.
S.
Mumbai.
Chief Executive Officer (CEO) w.e.f. June 1, 2016 and She
Institute,
is
having approximately five
as Key Managerial Personnel w.e.f. June 1, 2018. And years of experience in Darode
from then the Company has gained from his visionary Properties
Real
Jog
the
in
approach. Under
guidance
his
and directions,
the
Estate Industry. She served as
expansion plan of the Company was completed in the

ri
financial
year
Company
The
2017-18.
achieved
has
Management
Corporate
in
Hind
Limited
from
Rectifiers
major growth under his leadership.
He was appointed as Joint Managing Director & CEO
of the Company w.e.f.
(KMP)
August 17, 2020 for a
period of three years. The Board in its meeting held on
November
recommendation
2020
on
the
the
11,
of
Nomination and Remuneration Committee decided to
change his designation as "Managing Director & CEO
instead of "Joint Managing Director & CEO
(KMP)"
(KMP)" for his remaining tenure i.e. up to August 16,
2023.
The members in 65t AGM reappointed Mr. Nevatia as
a Managing Director & CEO (KMP) w.e.f. August 17,
2023 for a period of three years.
exposure
Marketing,
Production,
He
deep
has
in
Operation and Management,
Development,
Strategic
Management,
Management,
Implementation
Risk
Performance
Governance
Review,
leadership,
&
etc.
June 2015 to January 2017. She
with —
associated
the
is
Company
Executive
an
as
January
Director
w.e.f.
15,
more
She
than
has
2017.
fourteen years of experience as
an entrepreneur.
AGM
members
The
61:
in
reappointed
Nevatia
Mrs.
as
Executive
Director
an
w.e-f.
January 15, 2020 for a period
of three years.
AGM
members
The
64%
in
reappointed
Nevatia
Mrs.
as
Executive
Director
an
w.e-f.
January 15, 2023 for a period
of three years.
Company
ie.
Mechanical Equipment.
He has in-depth knowledge of the core business of the
Electronic,
Electrical,
and
Electro
(ii) Past Remuneration: Mr. Suramya Nevatia is the Managing Director & CEO (KMP) of
the Company and his past remuneration for the last three years is as under.
(Rs. in lakhs)
Particular 2020-21# 2021-22 2022-23"
Remuneration 38.71 61.47 1138.11
# Appointed as Managing Director w.e.f. August 17, 2020
(Rs. in lakhs)
Particular 2020-21# 2021-22 2022-23"
Remuneration 38.71 61.47 1138.11

The remuneration of Mr. Suramya Nevatia includes 5,50,000 equity shares allotted as sweet equity shares during the financial year 2023-24 in pursuant to the approval of the shareholders of the Company obtained through the postal ballot dated January 1, 2023. For details, refer note no. 69 to the Audited Annual Financial Statement 2022-23.

The remuneration paid to Mr. Suramya Nevatia from April 2023 to December 2023 was Rs. 44.61 Lakhs.

Fed
Past Remuneration: Mrs. Akshada Nevatia is the Executive Director of the Company
and her past remuneration for the last three years is as under. (Rs. In lakhs)
Particular 2020-21 2021-22 2022-23
Remuneration 46.21 52.74. 46.21
The remuneration paid to Mrs. Akshada Nevatia from April 2023 to December 2023 was
Rs. 33.53 Lakhs.
(iii) Recognition or Awards:
Fed hirect.com
Past Remuneration: Mrs. Akshada Nevatia is the Executive Director of the Company
and her past remuneration for the last three years is as under.
(Rs. In lakhs)
Particular 2020-21 2021-22 2022-23
Remuneration 46.21 52.74. 46.21
The remuneration paid to Mrs. Akshada Nevatia from April 2023 to December 2023 was
Rs. 33.53 Lakhs.
Suramya Nevatia}
Mrs. Akshada Nevatia is successfully
Under the leadership of Mr.
Company
expansion
looking after and is involved in all the
plan
the
the
was
of
planning,
strategy
financial,
completed in the financial year 2017-18 and set
management and governance matters
up anew plant at Sinnar, Nashik in the financial
of the Company.
year 2022-2023.
risk
(iv) Job Profile and suitability:
Suramya
Saurabh
Nevatia
Mr.
is}
Akshada
Nevatia
successfully
Mrs.
is
successfully looking after and involving in looking after and is involved in all the
Management,
Operation
and
Strategic]
planning, _
strategy
financial,
risk
Development,
and
Implementation management and governance matters of
Management,
Performance
Review
and
the Company.
Management,
Marketing
Planning
and
Management.
function
includes
Risk
His
Company's
growth
envisioning
the
strategy and is responsible for the overall
Company.
operations
He
the
the
of
is
Promoter of the Company.

(v) Proposed Remuneration: The details of Mr. Suramya Nevatia's remuneration as set out in item no. 1 of the said resolution above.

There is no change in the remuneration of Mrs. Akshada Nevatia, Executive Director as approved by the members of the Compony in the 64 Annual General Meeting. This is recommended by the Nomination and Remuneration Committee and approved by the Board and Members of the Company. The details are as under:

  1. Basic Salary: 1,50,000 p.m.

Fed hirect.com HIND RECTIFIERS LIMITED

  1. Benefits, Perquisites, and Allowances:

(i) House Rent Allowance Rs. 1,25,000 p.m.

(ii) Special Allowance Rs. 70,000 p.m.

(iii) Company's contribution to Provident Fund

(iv) Mediclaim Policy and/or reimbursement of medical expenses including hospitalization, nursing home, and surgical charges for self and family whether incurred in India or abroad as per the Company's policy.

(v) Reimbursement of actual traveling expenses for proceeding on leave from Mumbai to any place subject to a ceiling of one month's basic.

(vi) Gratuity is payable at a rate of half month's salary for each completed year of service.

(vii) Chauffer Driven Company's Car.

Commission: Such remuneration by way of commission, in addition to the above salary, allowance, benefits and perquisites, calculated with reference to the net profits of the Company in a particular financial year, subject to the overall ceiling stipulated in Section 198 read with Schedule V of Companies Act, 2013 as may be recommended by Nomination and Remuneration Committee and approved by the Board.

Minimum remuneration: In the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Mrs. Akshada Nevatia, Executive Director, the payment of salary, perquisites, and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule V of the Companies Act, 2013.

In the event of inadequacy of profits or loss calculated as per Section 198 of the Companies Act, 2013 in financial year Mrs. Akshada Nevatia is entitled to a minimum remuneration comprising salary, perquisites and benefits as detailed above subject to such revisions as may be approved by the Board from time to time for the financial year 2023-24 and till the remaining tenure of her term i.e. upto January 14, 2026.

(vi) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Comparative Remuneration with respect to industry, size of the Company, etc. is not possible to be complied as it is difficult to call and compile information from such industries. In this regard, the Board is of the

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Company or its other stakeholders.
Pecuniary
Relationship
(vii)
with managerial personnel, if any:
opinion that the proposed remuneration is not detrimental to the interest of either the
directly or indirectly with the company
or relationship
Managerial
Apart
from
receiving
Suramya
Remuneration,
Nevatia
Mr.
(Promoter)
have
does
any
other
not
pecuniary
relationship
with
the
Company
except
extent
the
his
of
to
shareholding in the company.
Managerial
Apart
from
receiving
Akshada
Remuneration,
Nevatia
Mrs.
(Promoter Group entity) does not have any
pecuniary
with
relationship
other
the
Company
except
extent
her
the
of
to
shareholding in the Company.
Akshada
Nevatia
(spouse
Mrs.
Mr.
of
Suramya Nevatia)
Executive Director is
holding 5850 number of equity shares of
the Company as on date.
Suramya
Nevatia
(spouse
Mr.
Mrs.
of
Managing
Akshada
Nevatia)
Director
&
CEO (KMP) is holding 2574768 number of
equity shares of the Company as on date.

Other Information:

Reason for loss or inadequate profits and steps taken or proposed to be taken for improvement: Not applicable.

The Company has experienced immense growth and strong performance in the revenue and profits under the leadership of Mr. Suramya Nevatia and his guidance is very crucial in the operations of the Company. His sustained and focused efforts on improving operational performance, building relationships with key stakeholders and improving internal processes have led to achieving financial performance goals. Therefore, the Board on the recommendation of the Nomination and Remuneration Committee intends to revise his remuneration from the existing limits in the form of higher remuneration which consist of fixed and performance-based remuneration.

Expected Increase in productivity and profits in measurable terms: The Company is actively implementing the theory of constraints to boost productivity and set up with modern machines to reduce production time and focusing on value engineering to reduce design cost, increasing in the number of orders of new products and selling them at a price which will create a growth and profit enhancement.

Details of the Directors Pursuant to Regulations 26 and 36 of the SEBI Listing Regulations, 2015 and Secretarial Standards - 2 on General Meetings.

Mr. Suramya Nevatia (DIN: 06703910)
Date of the first appointment on the Board: August 17, 2020

Date of Birth: January 26, 1989

Age: 35 years

lhas done graduation from H. R. College of Commerce & Economics, Mumbai in 2009 and MSC in Marketing Management from Aston University, Birmingham, U.K. in 2010 with First class merit. He has also done Post Graduate Diploma in Family Managed Business from S.P. Jain Institute, Mumbai.

He joined the Company in 2011. He was promoted as Chief Executive Officer w.e.f June 1, 2016 and as KMP w.e.f June 1, 2018.

He was appointed as Joint Managing Director & CEO (KMP) of the Company w.e-f. August 17, 2022 for a period of three years. The Board in its meeting held on November 1, 2020 on the recommendation of the Nomination and Remuneration Committee decided to change his designation to "Managing Director & CEO (KMP)" from "Joint Managing Director & CEO (KMP)" for his remaining tenure i.e. up to August 16, 2023. [The members in 65 AGM reappointed Mr. Nevatia as a Managing Director & CEO (KMP) w.e.f. August 17, 2023 for a period of three years.

He has deep exposure in Marketing, Production, Operation and Management, Strategic Development and Risk Management. He has in-depth knowledge of the core business of the Company i.e. Electronic and Electro-Mechanical Equipments.

He is looking after and involved in all the operations and management of the Company. His function includes envisioning the Company's growth strategy and being responsible for the overall operations of the Company.

He has more than one decade of experience in the manufacturing industry with a strong track record of executing business turnarounds. He serves numerous operations and business roles.

Expertise: Production, Operation and Management, Strategic Development, and Implementation Management, Performance Review and Marketing Management,

Planning and Risk Management, Governance and Leadership INumber of Meetings of the Board attended by Mr. Nevatia : Five out of Five and Four out of four during the financial year 2022-23 and 2023-24 respectively.

List of Directorship/ Directorship of other Board:
Membership/ Chair 1. Elventive Tech Private Limited
Imanship
off.
2. Tokenised Telecom Towers Private Limited
-
Committees of other Directorship of other listed entities: Nil

Board as on dateMembership of Committees of other Board: Nil (excluding Foreign(Chairmanship of Committees of other Board: Nil Companies)

Shareholding in Hind Rectifiers Limited as on date: 2574768 Equity Shares

Relationship with other Directors, Managers and other Key Managerial Personnel of the Company: Mr. Suramya Nevatia and Mrs. Akshada Nevatia are related to each other.

[Terms and Conditions of appointment/re-appointment along with details of remuneration sought to be paid and remuneration last drawn has been given in the item| Ino. 1 of this Postal Ballot Notice. Mr. Suramya Nevatia's office as a Managing Director Shall not be subject to retirement by rotation.

Justification for choosing the appointee for appointment as Independent Director: NA

Skills and capabilities required for the role for which appointment is proposed and the manner in which the proposed appointee meets such requirements in the case of Independent Director: NA

List of listed companies from which the new director/ proposed appointee has resigned in the last three years: NA

Mrs. Akshada Nevatia (DIN: 05357438)

Date of the first appointment on the Board: January 15, 2017

Date of Birth: August 21, 1987

Age: 36 years

Qualifications, Experience, and Expertise/Brief Resume or Profile: Mrs. Akshada INevatia has done Graduation in Psychology from S. P. College, Pune, and Masters in| Clinical Psychology from Fergusson College, Pune. She has done Diploma in Family Managed Business from S. P. Jain Institute, Mumbai.

She is having approximately five years of experience in Darode Jog Properties in the Real Estate Industry. She then served as Management Corporate in Hind Rectifiers Limited| from June 2015 to January 2017. She is associated with our Company as an Executive Director w.e.f. January 15, 2017. She has more than fourteen years of experience as an| entrepreneur. She is the 'Promoter Group entity' of the Company

Expertise: Entrepreneur, Finance, Accounts and Banking, General Corporate Management, Corporate Governance and Leadership, Strategy Planning, Risk Management, Understanding of the needs and viewpoints of customers, partners, employees, governments, and other stakeholders

INumber of Meetings of the Board attended during the financial year 2022-23: Five out of five and financial year 2023-24: Three out of four

List of Directorship / Directorship of other Board: il. Elventive Tech Private Limited

Fed
hirect.com
RECTIFIERS LIMITED
Membership
Directorship of other listed entities: Nil
/
Chairmanship
ofMembership of Committees of other Board: Nil
Committees of otherChairmanship of Committees of other Board: Nil
Board
on
date
as
(excluding
Foreign
Companies)
Shareholding in Hind Rectifiers Limited as on date: 5850 Equity Shares
Relationship with other Directors, Managers and other Key Managerial Personnel of the
Company: Mr. Suramya Nevatia and Mrs. Akshada Nevatia are related to each other.
appointment/re-appointment
Conditions
and
along
with
[Terms
details
of
of
remuneration sought to be paid and remuneration last drawn has been given in the item
Ino. 1 of this postal ballot and Notice of the 64 AGM of the Company. Mrs. Akshada
INevatia's office as Director shall be subject to retirement by rotation.
Justification for choosing the appointee for appointment as Independent Director: NA
Skills and capabilities required for the role for which appointment is proposed and the
manner
proposed
which
requirements
appointee
meets
such
case
the
the
in
in
of
Independent Director: NA
List of listed companies from which the new director/ proposed appointee has resigned
in the last three years: NA

By the Order of the Board For Hind Rectifiers Limited

Sd/- Meenakshi Anchlia Place: Mumbai M. No. A30545

Registered Office: Hind Rectifiers Limited Lake Road, Bhandup West Mumbai 400078 Maharashtra Tel No. +91-022-25696789 Fax No. +91-22-25964114 Website: www.hirect.com

Company Secretary Date: February 8, 2024

NOTES:

  1. The explanatory statement pursuant to Section 102 and other applicable provisions of the Companies Act, 2013, Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, pertaining to the resolutions setting out the material facts and the reasons thereof is annexed hereto along with the notice of the postal ballot for your consideration.

  1. In compliance with MCA Circulars, the Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting is being sent only through electronic mode to those Members, whose e-mail addresses are registered with the Company/ Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, March 22, 2024 ("Cut-off date"). Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.

  2. Members who have not registered their email IDs, are requested to register their email IDs with their depository participants in respect of shares held in electronic form and in respect of shares held in physical form, Members are requested to register/ update their email IDs with the Company/RTA by submitting Form ISR-1 (available on the website of the Company at www.hirect.com) duly filled and signed along with requisite supporting documents to [email protected] or [email protected] or at Adroit Corporate Services Private Limited, 17-19, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, India. Tel: +91 (0)22 42270400 , email:[email protected] www.adroitcorporate.com for receiving all the communications including annual report, notices, letters etc., in electronic mode from the Company.

  3. Members may note that the Notice of the Postal Ballot will also be available on the Company's website www.hirect.com and website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of NSDL _ at www.evoting.nsdl.com.

Pursuant to Sections 108 and 110 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the Company is pleased to provide the facility of remote e-voting to all the Members as per applicable Regulations relating to e-voting. The Company has engaged the services of NSDL to provide evoting facility to its members. The complete instructions on e-voting facility provided by the Company are annexed to this Notice, explaining the process of e-voting.

  1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, March 22, 2024 ("Cut-off date"). Members whose name appear on the Register of Members/ List of Beneficial Owners as on the cut-off date will only be considered for the purpose of e-voting. Person who is not a member as on the cut-off date should treat this Notice for information purposes only.

  2. The remote e-voting period commences at 9:00 a.m. (IST) on Friday, March 29, 2024 and ends at 5:00 p.m. (IST) on Saturday, April 27, 2024. The e-voting module shall be disabled by NSDL for voting thereafter.

  3. The voting rights of members shall be reckoned in proportion to their shares in the paid-up equity share capital of the Company as on Friday, March 22, 2024 being the cutoff date fixed for the purpose.

  4. During the voting period, members can login to NSDL e-voting platform any number of times till they have voted on the resolution. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

  5. A member need not use all his/her/its votes, nor does he/she/it need to cast all his/ her/its votes in the same way.

  6. The manner of voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under "INSTRUCTIONS AND OTHER INFORMATION RELATING TO EVOTING" in this Notice. Members are requested to read the same carefully.

  7. The Board of Directors vide its resolution passed on February 8, 2024 appointed Mr. Mahesh Soni (Membership No. 3706) and failing him Ms. Sonia Chettiar (Membership No. 27582), partner of M/s GMJ & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner.

  8. The Scrutinizer will submit his/her report to the Chairman of the Company or to any director or the Company Secretary authorized by the Board upon completion of the scrutiny of the votes cast through remote e-voting, and the result of the voting will be announced by the Chairman or any Director or the Company Secretary of the Company, on or before Monday, April 29, 2024 and will also be displayed on the website of the Company i.e. www.hirect.com besides being communicated to the Stock Exchanges, and NSDL e-Voting website www.evoting.nsdl.com.

  1. Resolution passed by the members with requisite majority through postal ballot shall be deemed to have been passed on the last date specified e-voting i.e. Saturday, April 27, 2024.

  2. Any documents referred to in the accompanying notice, if any will be available for inspection without any fees by the members. Members are requested to write to the company at [email protected] for inspection of said documents. The said documents will also be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till Saturday, April 27, 2024.

  3. SEBI has mandated furnishing of PAN, KYC details (ie. Postal Address with Pin Code, email address, mobile number, bank account details etc.) and nomination details by holders of physical securities in prescribed forms. In view of the same, physical shareholders are requested to submit their PAN, full KYC details and nomination details in prescribed form at the earliest. Physical shareholders are requested to dematerialize their shareholding at the earliest, as pursuant to SEBI Circular, any investor service requests including transfer/transmissions requests shall be processed in dematerialized mode only. Request for dematerialization can be submitted to Adroit Corporate Services Private Limited, RTA of the Company. Members may note that SEBI has extended the last date for submission of 'choice of nomination' for demat accounts to June 30, 2024. Accordingly, shareholders are requested to comply with the same.

INSTRUCTIONS AND OTHER INFORMATION RELATING TO EVOTING

The details of the process and manner for remote e-Voting are explained herein below:

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

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

below: Login method for Individual shareholders holding securities in demat mode is given
Type
shareholders
of Login Method
Individual
Shareholders
holding
securities]
demat
in
with NSDL.
1. Existing IDeAS user can visit the e-Services website of NSDL
Viz. https:/ /eservices.nsdl.com either on a Personal Computer or
home
On
page
mobile.
e-Services
on
on
the
click
the
a
Owner"
mode "Beneficial
"Login"
which
under
available
icon
is
prompt
'IDeAS'
under
you
your
section,
enter
will
this
to
existing User ID and Password. After successful authentication,
added
see e-Voting
under Value
you will be
services
able
to
services. Click on "Access to e-Voting" under e-Voting services
Click on company
and you will be able to
see e-Voting page.
name or e-Voting service provider i.e. NSDL and you will be re
NSDL
e-Voting
website
your
directed
casting
vote
for
to
of
during the remote e-Voting period.
IDeAS
you
option
registered
e-Services,
not
are
for
to
2.
If
https://eservices.nsdl.com.
available
register
Select
at
is
IDeAS
"Register
Online
Portal"
click
for
or
at
https:/ /eservices.nsdl.com/SecureW eb/ IdeasDirectReg.jsp
Visit the e-Voting website of NSDL.
Open web browser by
3.
https://www.evoting.nsdl.com/
URL:
typing
following
the
either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon "Login"
which is available under 'Shareholder/Member' section. A new
screen will open. You will have to enter your User ID (i.e. your
number
NSDL),
demat
account
sixteen-digit
hold
with
Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL
site wherein you
Depository
e-Voting page.
can
Click
on
see
company name or e-Voting service provider i.e. NSDL and you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.
4, Shareholders/ Members can also download NSDL Mobile App
"NSDL
scanning the QR code mentioned
Speede"
facility by
below for seamless voting experience.

Fed hirect.com
NSDL Mobile App is available on
é AppStore
>» Google Play
Individual
Shareholders
through
their
securities made
holding
available
demat
in
with CDSL
1. Users who have opted for CDSL Easi/ Easiest facility, can login
password.
Option will
and
existing
user
be
id
without
e-Voting
page
reach
any
further
to
mode authentication. The users to login Easi/Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon &
New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi/ Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
company.
provided
information
On
progress
per
by
the
as
clicking the e-Voting option, the user will be able to see e-Voting
page
e-Voting
provider
your
service
casting
vote
the
for
of
during the remote e-Voting period.
Additionally,
there is
also
provided
system
e-Voting
Service
access
links
the
of
to
all
Providers,
e-Voting
user
can
service
that
the
the
visit
so
providers' website directly.
3. If the user is not registered for Easi/ Easiest, option to register
is available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
Alternatively, the user can directly access e-Voting page by
4.
PAN
Number
Demat
Account
providing
from
and
No.
e
a
www.cdslindia.ccom home
Voting
The
available
page.
on
link
system will authenticate the user by sending OTP on registered
Demat
Mobile
recorded
Email
Account.
After
&
the
as
in
successful authentication, user will be able to see the e-Voting
option where the e-Voting is in progress and also able to directly
access the system of all e-Voting Service Providers.

Fed
LIMITED
hirect.com
Individual
Shareholders
(holding
demat
in
login through their redirected
depository
participants
demat
You can also
of your
login using the login credentials
through
Depository
account
your
Participant
registered
with
securities NSDL/CDSL for e-Voting facility. upon logging in, you will be
mode) able to see e-Voting option. Click on e-Voting option, you will be
NSDL/CDSL
Depository
successful
after
site
to
authentication, wherein you can see e-Voting feature.
Click on
company name or e-Voting service provider i.e. NSDL and you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.
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.
mode for
Helpdesk for Individual
Shareholders
demat
holding
any
securities
in
technical issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Shareholders
Individual
demat
securities
in
NSDL
mode holding Members facing any technical issue in login can
with contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000 and
022 - 2499 7000
LIMITED
You can also
demat
Individual
of your
login using the login credentials
through
Depository
Shareholders
account
your
with
Participant
registered
securities NSDL/CDSL for e-Voting facility. upon logging in, you will be
(holding
demat
mode) able to see e-Voting option. Click on e-Voting option, you will be
in
NSDL/CDSL
login through their redirected
Depository
successful
after
site
to
authentication, wherein you can see e-Voting feature.
depository
Click on
company name or e-Voting service provider i.e. NSDL and you
participants
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to
use Forget User ID and Forget Password option available at abovementioned website.
mode for
Helpdesk for Individual
Shareholders
demat
holding
any
securities
in
technical issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Shareholders
Individual
demat
securities
in
NSDL
mode holding Members facing any technical issue in login can
with contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll
free no. 1800 22 55 33
Method
Login
B)
shareholders
for
Individual
shareholders
holding
than
other
How to Log-in to NSDL e-Voting website? securities in demat mode and shareholders holding securities in physical mode.
  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP

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

Fed
LIMITED
hirect.com
and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https:/ /eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to
Step 2 i.e. Cast your vote electronically.
Your User ID details are given below:
4.
Manner
holding
shares
of
ie.
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit
account with NSDL.
Demat Your User ID is:
Client ID
For example, if your DP ID is IN300
and Client ID is 12
then your user
ID is IN300
12""*,
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example, if your Beneficiary ID is
12ers
your
then
user
ID
is
1 DERRRRRRRRERERR
c) For Members holding shares in Physical]
Form.
EVEN
Number
followed
by
Folio
Number registered with the company
For example, if folio number is 001
EVEN
and
101456
then
user
ID
is
is
101456001
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the password', 'initial password' you need which to enter was the communicated "initial password' to you. and Once the system you retrieve will force your you 'initial to

change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form.

(ii) The .pdf file contains your 'User ID' and your 'initial password'.

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

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

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

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

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  2. Now, you will have to click on "Login" button.

  3. After you click on the "Login" button, Home page of e-Voting will open.

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

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

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
    1. Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution/ Authority Letter" displayed under "e-Voting" tab in their login.
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the

download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Name of NSDL Official) at [email protected]

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

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to (Company email id).

  2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) ie. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

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

By the Order of the Board For Hind Rectifiers Limited Sd/- Meenakshi Anchlia Place: Mumbai Company Secretary Date: February 8, 2024 M. No. A30545

Registered Office: Hind Rectifiers Limited Lake Road, Bhandup West Mumbai 400078 Maharashtra Tel No. +91-022-25696789 Fax No. +91-22-25964114 Website: www.hirect.com