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HINDPRAKASH INDUSTRIES LIMITED Proxy Solicitation & Information Statement 2025

Mar 10, 2025

59288_rns_2025-03-10_8218685c-ef5c-4d88-9f11-82ca204ff805.pdf

Proxy Solicitation & Information Statement

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March 10, 2025

Series – EQ, ISIN: INE05X901010

To,

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex Bandra (E), Mumbai-400 051

Company Symbol – HPIL

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Scrip Code – 543645

Subject: Submission of Notice of Postal Ballot.

Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

_ ___________________

Dear Sir / Madam,

Please find enclosed herewith copy of the Notice of Postal Ballot dated March 07, 2025 (“Postal Ballot Notice”) seeking approval of the members of the company through Postal Ballot through remote e-voting for the resolutions as set out in the Notice.

The Company has, on March 10, 2025, completed the dispatch of Postal Ballot Notice through electronic mode to those shareholders whose email address is registered with Company’s Registrar and Share Transfer Agent, viz., Bigshare Services Private Limited / Depositories. In compliance with the requirements of the MCA Circulars the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The remote e-voting period will commence on Thursday, March 13, 2025 (09:00 A.M. IST) and will end on Friday, April 11, 2025 (05:00 P.M. IST) (Both days inclusive). During this period, Members of the Company holding shares as on the Cut-off date i.e. March 07, 2025, may cast their votes communicating assent or dissent, by way of remote e-voting system only.

The result of the voting will be declared within 2 working days from conclusion of the e-voting at the Registered Office of the Company.

A copy of the Postal Ballot Notice is available on the website of the Company viz. www.hindprakash.in and e-voting website of CDSL www.evotingindia.com.

HINDPRAKASH INDUSTRIES LIMITED

Corporate Identity Number: L24100GJ2008PLC055401

Registered Office: 301,"Hindprakash House”, Plot No.10/6, Phase-1, GIDC, Vatva, Ahmedabad - 382 445, Gujarat, India

Tel: +91 79 68127000 Fax: +91 79 68127096 e mail ID: [email protected] URL: www.hindprakash.in

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We request you to kindly take the record of same.

Thanking you,

Yours faithfully,

For Hindprakash Industries Limited

UTSAV Digitally signed by UTSAV HIMANSHU TRIVEDI HIMANSHU Date: 2025.03.10 12:19:17 TRIVEDI +05'30'

Utsav Trivedi Company Secretary & Compliance Officer Membership No.: A57058

Place: Ahmedabad

Encl.: As above

HINDPRAKASH INDUSTRIES LIMITED

Corporate Identity Number: L24100GJ2008PLC055401

Registered Office: 301,"Hindprakash House”, Plot No.10/6, Phase-1, GIDC, Vatva, Ahmedabad - 382 445, Gujarat, India

Tel: +91 79 68127000 Fax: +91 79 68127096 e mail ID: [email protected] URL: www.hindprakash.in

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Hindprakash Industries Limited

CIN: L24100GJ2008PLC055401 Registered Office: 301,"Hindprakash House”, Plot No.10/6, Phase-1, GIDC, Vatva, Ahmedabad - 382 445, Gujarat, India. Telephone: +91 79 6812 7000-10, Website: www.hindprakash.in; Email: [email protected]


NOTICE OF POSTAL BALLOT

  • [Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, each as amended and the MCA Circulars (as defined below)]

To

All Members,

Hindprakash Industries Limited

NOTICE is hereby given to the shareholders of Hindprakash Industries Limited (the “Company”) pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”) read with General Circular Nos.14/2020 dated 8[th] April 2020 and 09/2024 dated 19[th] September 2024 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”) , Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of special resolution for matter as considered in the Resolutions appended below through postal ballot (“Postal Ballot”) by way of remote e-voting only.

In terms of the MCA Circulars and in compliance with Regulation 44 of the Listing Regulations and provisions of Sections 108 and 110 of the Act, the manner of voting on the proposed resolutions is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The company has engaged the services of CDSL (Central Depository Services (India) Limited) to provide e-Voting facility. The instructions for e-voting are appended to this Postal Ballot Notice.

Accordingly, in compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with the Company’s Registrar and Share Transfer Agent, viz., Bigshare Services Private Limited / Depositories. The hard copy of Postal Ballot Notice along with Postal Ballot - Forms and pre paid business envelope will not be sent to the shareholders for this Postal Ballot - and the shareholders are required to communicate their assent or dissent through the remote e voting system only.

The Board of Directors of the Company recommends approval of the shareholders for the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is annexed hereto.

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You are requested to peruse the proposed Resolutions along with its Explanatory Statement and thereafter record your assent or dissent on or before Friday, April 11, 2025 (5.00 p.m. IST) by means of remote e- voting facility provided by the Company.

SPECIAL BUSINESS:

  • (1) To Increase the Borrowing Powers of the Company under Section 180(1)(c) of the Companies Act, 2013, up to 100 Cr.

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

RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof, for the time being in force) and Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing any sum or sums of money for and on behalf of the Company, from time to time from any one or more persons, firms, bodies corporate, banks, financial institutions or from any others by way of advances, deposits, loans, debentures or otherwise and whether unsecured or secured by mortgage, charge, hypothecation, lien or pledge of the Company’s assets and properties, whether movable or immovable or stock-in-trade (including raw materials, stores, spare-parts and components in stock or in transit), work in process and debts and advances notwithstanding that the sum or sums of money so borrowed together with money, if any, already borrowed by the Company (apart from the temporary loans obtained from Company’s bankers in the ordinary course of business) will or may exceed the aggregate of the paid up share capital of the Company and its free reserves which have not been set apart for any specific purpose and that the total amount up to which the money may be borrowed at any point of time shall not exceed Rs. 100 Crore (Rupees One Hundred Crore Only) on account of the principal amount.

RESOLVED FURTHER THAT, the Managing Director or Whole Time Director or Company Secretary & Compliance Officer of the Company be and are hereby jointly and/or severally authorized to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

  • (2) To Create the charges, mortgages, hypothecation on the immovable and movable properties of the Company under Section 180(1)(a) of the Companies Act, 2013.

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

RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof, for the time being in force) and the Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to mortgage and/or charge, in addition to the mortgages/charges created/to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable or immovable properties, both present and future, of the Company, wherever

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situate, and/or whole or substantially the whole of the undertaking or undertakings of the Company and/or conferring power to enter upon and take possession of the assets of the Company together with power to take over the management of the business and concern of the Company in certain events of default, in favour of any financial institution/s, any other institutions, banks, bodies corporate, agents, trustees or any other person for securing any loan obtained/to be obtained (in foreign currency and/or rupee currency), monies borrowed/to be borrowed and debentures or any other securities issued/to be issued together with interest, compound interest and/or additional interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and other monies payable by the Company to the lender/s with such ranking or in such form and manner as the Board of Directors may agree for the purpose of securing the deposits accepted, the monies borrowed or debentures or other securities issued, as the case may be, provided that the total amount at any point of time shall not exceed the amount approved by shareholders under section 180(1)(c) of the Companies Act, 2013.

RESOLVED FURTHER THAT, the Managing Director or Whole Time Director or Company Secretary & Compliance Officer of the Company be and are hereby jointly and/or severally authorized to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

Registered Office: For and on behalf of the Board of Directors of 301, “Hindprakash House”, Plot No.10/6, Hindprakash Industries Limited GIDC, Vatva, Ahmedabad – 382445, Gujarat India.

CIN: L24100GJ2008PLC055401 Tel. No . +91-79-6812 7000-10 Website: www.hindprakash.in E-mail: [email protected]

Place : Ahmedabad Date: March 07, 2025

Sd/Mr. Utsav Himanshu Trivedi Company Secretary and Compliance Officer Membership No.: A57058

NOTES:

1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 read with Rule22 of the Companies (Management and Administration) Rules, 2014 (“The Rules”) setting out material facts is annexed herewith and forms part of this notice.

2. The Board has appointed Mr. Uday Dave failing him Mr. Umesh Parikh, Partners of Parikh Dave & Associate, Practicing Company Secretaries, as the scrutinizer ( “Scrutinizer” ) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

3. The Postal Ballot Notice is being sent to /published/displayed in electronic form for all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from

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Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on March 07, 2025 in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars and that a person who is not a member as on the cut-off date should treat this notice for information purposes only.

4. Resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the members.

5. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and MCA Circulars, the Company is pleased to offer e-voting facility to its Members holding equity shares as on March 07, 2025 being the cut-off date, to exercise their right to vote electronically on the above resolution.

6. Shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off date i.e. March 07, 2025, will only be considered eligible for the purpose of e-voting and such shareholders are requested to record their assent or dissent through remote voting facility only and hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

7. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement for registration of email addresses in terms of the MCA Circulars. Members who have still not registered their email IDs are requested to do so at the earliest as under:

  • a) For casting vote for the resolution proposed in the Postal Ballot through remote e-voting, members who have not registered their email address may get their email address registered with Company’s Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited by click link https://bigshareonline.com/InvestorRegistration.aspx and thereafter enter required details. Member(s) may also intimate the same to the Company by writing an email at [email protected] before 5.00 PM on April 11, 2025. The members shall provide the following information in the email–

Full Name: No of shares held: PAN: DP ID & Client ID:

Email id to be registered and Mobile No.:

  • b) Post successful registration of the email, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to [email protected] or [email protected].

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  • c) It is clarified that for permanent registration of email address, members are required to register their email addresses, in respect of electronic holdings with their concerned Depository Participants.

  • d) Those shareholders who have already registered their email address are requested to keep their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent to enable servicing of notices / documents / Annual Reports electronically to their email address.

8. The voting rights for the Equity Shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them, which will be determined on the basis of the paid-up value of shares registered in the name of each member as on March 07, 2025.

9. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny, and the result of the voting by Postal Ballot will be announced by the Chairman or any person duly authorized, on or before April 15, 2025 and will also be displayed on the Company website i.e. www.hindprakash.in and will be intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited and the BSE Limited in accordance with the provisions of SEBI Listing Regulations.

10. Members can also contact to Mr. Utsav Himanshu Trivedi, Company Secretary and Compliance Officer of the company to resolve any grievances with regard to voting by Postal Ballot. Address: - Hindprakash Industries Limited, 301, Hindprakash House, Plot No.10/6, GIDC, Vatva Ahmedabad382445, Gujarat, India, Email Id: [email protected]; Phone number – 91-79-6812 7000-10.

11. This Postal Ballot Notice is also placed on the website of the Company www.hindprakash.in and is also available on the website of the stock exchanges i.e. National Stock Exchange of India Limited and the BSE Limited.

12. All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by Postal Ballot / e-voting.

13. Resolution, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e-voting i.e. April 11, 2025 in terms of Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

14. The Scrutinizer's decision on the validity of the postal ballot shall be final and binding.

15. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Ahmedabad, Gujarat (in Gujarati language).

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16. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e-voting service facility arranged by Central Depository Services (India) Limited (hereinafter referred to as “CDSL”). The instructions for electronic voting are given in this Notice. E-Voting will commence on March 13, 2025 at 9:00 a.m. and will end on April 11, 2025 at 5:00 p.m . E-Voting shall not be allowed beyond the said time and date. Once the vote on the Resolution is cast by the Members, the Members shall not be allowed to change it subsequently. Members cannot exercise votes by proxy, though corporate and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.

17. The procedure for remote e-voting is as under:

  • a) The voting period begins on Thursday, March 13, 2025 at 9:00 a.m. and ends on Friday, April 11, 2025 at 5:00 p.m. The e-voting module shall be disabled by CDSL for voting thereafter. During this period members of the Company, holding shares as on the cut-off date (record date) of March 07, 2025 may cast their vote electronically.

  • b) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

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

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

Step 1 : Method of Log in/Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of
shareholders
Login Method
Individual
Shareholders
holding
securities
in
Demat mode
with
CDSL
Depository
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. The users to login to Easi / Easiest are requested to
visit cdsl website www.cdslindia.com and click on login icon & New System
Myeasi Tab.
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 progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service 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.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account
Number
and
PAN
No.
from
a
e-Voting
link
available
on
www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual
Shareholders
holding
securities
in
demat mode
with
NSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once
the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on company name
or e-Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL Depository
site whereinyou can see e-Voting page. Click on companyname or e-Voting

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

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

Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode withCDSL
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 21 09911.
Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request at [email protected]
or call at : 022 - 4886 7000 and 022 - 2499 7000.

Step 2 : Method of Log in/Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • For CDSL: 16 digits beneficiary ID,

  • For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

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  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA
or contact Company/RTA.
Dividend
Bank
Details
ORDate
of Birth
(DOB)
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.

If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field.
  • 7) After entering these details appropriately, click on “SUBMIT” tab.

  • 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • 10) Click on the EVSN for the relevant < Hindprakash Industries Limited > on which you choose to vote.

  • 11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • 12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • 13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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  • 14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • 15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • 16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • 17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • 18)Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  • For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

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  • For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

  • For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911

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ANNEXURE TO THE POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013

Item No. 1 & 2

To Increase the Borrowing Powers of the Company under Section 180(1)(c) of the Companies Act, 2013, up to 100 Cr.

&

To Create the charges, mortgages, hypothecation on the immovable and movable properties of the Company under Section 180(1)(a) of the Companies Act, 2013.

In accordance with the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013, the following powers can be exercised by the Board of Directors with the consent of the Company by a Special Resolution:

  • To pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company;

  • To borrow money, where the money to be borrowed, together with the money already borrowed, if any, by the Company will exceed the aggregate of the Company’s paid-up share capital and free reserves and securities premium, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business.

Keeping in view the Company’s existing and future financial requirements the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid‐up capital and free reserves of the Company.

Hence it is proposed to authorise the Board of Directors of the Company to borrow money in excess of the Company’s paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business and to create charge/mortgage/hypothecation over the immovable and/or movable properties of the Company upto Rs. 100 Crore.

It is, therefore, required to obtain approval of members by Special Resolution under Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013, to enable the Board of Directors of the Company to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company and to create charge/mortgage/hypothecation over the immovable and/or movable properties of the Company, both present and future.

Accordingly, the Board recommends the Resolutions in the Postal Ballot Notice to be passed as a Special Resolutions by the Members through Postal Ballot.

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None of the Directors and Key Managerial Personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise.

Registered Office:

301, “Hindprakash House”, Plot No.10/6, GIDC, Vatva, Ahmedabad – 382445, Gujarat India.

For and on behalf of the Board of Directors of Hindprakash Industries Limited

CIN: L24100GJ2008PLC055401 Tel. No . +91-79-6812 7000-10 Website: www.hindprakash.in Sd/E-mail: [email protected] Mr. Utsav Himanshu Trivedi Company Secretary and Compliance Officer Place : Ahmedabad Membership No.: A57058 Date : March 07, 2025

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